Your Directors have pleasure in presenting their 39th Annual Report together with Audited Statement of Accounts for the year ended on 31st March, 2025.
In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), this report covers the financial results and other developments during the financial year ended on 31st March, 2025, in respect of Shricon Industries Limited.
1. Operations and State of Affairs of the Company:
The detailed financial statement of the Company for the financial year 2024-25 is attached with this report. However, the performance of the Company for the financial year ended on 31st March, 2025 is summarized below:
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Particulars
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Year ended 31.03.2025 (in Lacs)
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Year ended 31.03.2024 (in Lacs)
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Income (Gross)
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58.83
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154.58
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Expenditure
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73.66
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67.50
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Profit/(Loss) before Exceptional and extraordinary Items and tax
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(14.83)
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87.08
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Less:- Tax Expense
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0.00
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0.02
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Profit/ (Loss) after Tax
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(14.83)
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87.06
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During the Financial Year 2024-25 there is Revenue of Rs. 58.83 Lacs from operation. The Company has other income of Rs. 6.67/- Lacs during the financial year 2024-25 as compared to previous financial year 2023-24 of Rs. 28.54/- Lacs. During the year, Company has Profit/ (Loss) after tax of Rs. (14.83)/- Lacs.
2. Share Capital
The paid-up Equity Share Capital as at March 31, 2025 stood at Rs. 124 Lacs. There was no change in the paid-up share capital during the year under review.
3. Dividend and Reserves
The Company has not declared any Dividend during the financial year 2024-25. During the year under review, the Company has not transferred any amount to any of the reserves maintained by the Company.
4. Material changes and commitments, if any, 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
There are no material changes and commitments affecting the financial position of the company between the end of financial year and the date of report.
5. Consolidated Financial Statements and Cash Flow Statement
Your Company is not required to consolidate financial statements therefore Accounting Standard 21 issued by the Institute of Chartered Accountants of India not applicable.
Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014 is not applicable on your Company.
As stipulated by Clause 32 of the Listing Agreement, Cash flow statement for the financial year ended March 31, 2025 were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditor's Report thereof form part of the Annual Report.
6. Subsidiary Companies
During the year, the Company has no subsidiary Company therefore there is need not to submit any information and documents pertaining to subsidiary company under the Companies Act, 2013 and Listing Regulation.
7. Financial Position and Performance of Subsidiaries, Joint Ventures and Associates
During the year, the Company has no subsidiary Company and Joint Ventures and Associates therefore there is need not to submit any information and documents pertaining to subsidiary company under the Companies Act, 2013 and Listing Regulation.
8. Directors’ Responsibility Statement
Pursuant to the requirements of Section 134 of the Companies Act, 2013 and to the best of their knowledge & belief and according to the information and explanations obtained, your Directors state that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;
b) such accounting policies have been selected and applied consistently and judgments and estimates made 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) 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) requisite internal financial controls were laid down and that financial control are adequate and are operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
9. Internal Control System and their adequacy
The Company has proper and adequate internal control systems, which ensure that all assets are safeguarded against loss from unauthorized use and all transactions are authorized, recorded and reported correctly. The Management continuously reviews the internal control systems and procedures to ensure orderly and efficient conduct of business. Internal audits are regularly conducted, using external and internal resources to monitor the effectiveness of internal controls.
10. Details of Board Meetings
During the year under review, the Board met Four times viz. on May 29, 2024, August 09, 2024, November 12, 2024 and February 11, 2025. The necessary quorum was present during all the meetings. The Notice along with Agenda of each Board Meetings were given to each Director of the Company.
The intervening gap of the board meetings were within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the recommendations made by the Audit Committee were accepted by the Board of Directors at their respective meetings.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on February 04, 2025.
Your company’s Board of Directors have constituted the following committees:
a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholder Relationship Committee;
During the year Annual General Meeting was held on June 28, 2024.
11. Directors and Key Managerial Personnel
As per provision of Section 152(6) of the Act, read with rules made thereunder and Article of Association of the Company, Mr. Om Prakash Maheshwari (DIN 00185677), Non-Executive Director, is liable to retires by rotation at the ensuing AGM and being eligible, offers herself for re¬ appointment. The Board recommends his re-appointment.
After the year end and upto the date of the Report Mr. Rahul Rohira, Independent Director has resigned from the Directorship of the Company w.e.f. June 27, 2025.
The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations:.
• The Company has Appointed Mr. Sheetal Jain (DIN: 11144589) as an Additional Executive Director on the Board for a tenure of 5 years from June 20th, 2025 to June 19th, 2030 (both days inclusive), Subject to approval of members in this AGM and Mr. Praveen Chandna (DIN: 11180384) as an Additional and Non-Executive Independent Director on the Board for a tenure of 5 years from July 22nd, 2025 to July 21st, 2030 (both days inclusive), subject to approval of Members at this AGM. He shall hold office as Additional Director upto the date of this AGM and is eligible for appointment as an Independent Director.
• Ms. Bhavika Sharma appointed as Company secretary & Compliance Officer with effect from 2nd March, 2024 and has resigned with effect from 13th November, 2024.
• Mr. Rinku Goyal appointed as Company secretary & Compliance Officer with effect from 11th February, 2025
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards (‘SS’) - 2 on General Meetings are given in the Notice of AGM, forming part of the Annual Report.
12. Declaration by Independent Directors
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of the Companies Act, 2013 read with the schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibility in the Company, nature of the industry in which the Company operates and other related matters are put on the website of the Company at the link: www.shricon.in
13. Key Managerial Personnel
The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:
1. Mr. Manoj Jain as Chief Executive Officer (CEO),
After the year end and upto the date of the Report, following are the changes in Director/ Key Managerial Personnel:
• Ms. Bhavika Sharma for a period from 02nd March, 2024 till 13th November, 2024 and Mr. Rinku Goyal as Company Secretary w.e.f. 11th February, 2025.
• Mr. Piyush Gupta as Chief Financial Officer (CFO) of the Company resigned on 03rd July, 2025, Mr. Girish Suman appointed as Chief Financial Officer (CFO) of the Company as on dated 22nd July, 2025.
14. Auditors and Auditors’ Report
M/s. R S Dani & Co., Chartered Accountants (ICAI Firm Registration No. 000243C) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on June 28, 2024 to hold office from the conclusion of the 38th AGM of the Company till the conclusion of the 42nd AGM at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.
The Statutory Auditor’s Report forms part of the Annual Report. The Statutory Auditor’s report does not contain any qualification, reservation or adverse remark for the year under review.
During the year under review, there were no instances of fraud which required the Statutory Auditors to report it to the Central Government under Section 143(12) of Act and Rules framed thereunder. The Company has investigated and taken appropriate action against all incidents reported and continuously works on improving the internal controls.
15. Cost Audit
The Company is not required to conduct cost audit during the financial year 2024-25.
16. Secretarial Audit
Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed M/s. Bharat Rathore & Associates, Practicing Company Secretaries, Kota (Firm Registration No. S2018RJ589300) as Secretarial Auditor of the Company for a term of five (5) consecutive financial years commencing from the financial year 2025-26 to 2029-30.
In accordance with the Section 204 of the Act, M/s. Bharat Rathore & Associates, have submitted their Secretarial Audit report in prescribed format and the same has been attached at Annexure-A.
The report so submitted is self-explanatory and does not call for any further explanation(s) / comment(s).
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.
17. Particulars of Loans, Guarantees or Investment
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements.
18. Particulars of Contract or arrangement with Related Parties
All related party transactions (RPTs) which were entered into during the financial year were on arm’s length basis and did not attract provision of Section 188 of the Companies Act, 2013. There were materials transactions entered with related parties, during the year under review, which have been disclosed in Form AOC-2 as an Annexure-B. All transactions (if any) covered under Related Party Transactions are regularly/periodically ratified and/or approved by the Board/Audit Committee.
The Related Party Transaction Policy as approved by the Board is uploaded on the Company’s website at the web link: www.shricon.in.
All the related party transactions are entered into at arm’s length in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulation and there are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have a potential conflict with the interests of the Company FORM AOC-2 has been attached with this Directors Report.
19. Particulars of Employees
The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the name and other particulars of employees are to be set out in the Directors’ Report as an addendum or annexure thereto.
However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company and others entitled thereto, excluding the aforesaid information about the employees. Any Member who is interested in obtaining these particulars may write to the Compliance Officer at the Registered Office of the Company.
None of the employee listed in the said Annexure is a relative of any director of the Company. None of the employee holds (by himself or along with his spouse and dependent Children) more than two percent of the Equity shares of the Company.
20. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
Consider the business activities of the Company the requirement relating to providing the particulars relating to conservation of energy and technology absorption stipulated in Rule 8 of the Companies (Accounts) Rules 2014 required to be furnished u/s.134 (3)(m) of the Companies Act, 2013 are as follows:
Conservation of Energy:
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i
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Steps taken or impact on conservation of energy
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NA
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ii
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Steps taken by the Company for utilizing alternate source of energy
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NA
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iii
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Capital investment on energy conservation equipment’s
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NA
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Technology absorption:
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i
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Efforts made towards technology absorption
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NA
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ii
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Benefits derived like product improvement, cost reduction, production development or import substitution
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NA
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iii
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In case of imported technology (imported during last three financial Years reckoned from the beginning of the financial year)
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NA
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| |
a) The details of technology imported
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NA
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| |
b) The year of import
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NA
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| |
c) Whether the technology has been fully absorbed
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NA
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| |
d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof.
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NA
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iv
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The expenditure incurred on Research and Development
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NA
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Foreign Earnings & Outgo:
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Sr.
No.
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Particulars
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2024-2025
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2023-2024
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A
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Total Earning for Foreign Exchange
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NIL
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NIL
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1
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FOB Value of Exports
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NIL
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NIL
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2
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Services rendered
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NIL
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NIL
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B
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Total Outgo in Foreign Exchange
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NIL
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NIL
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1
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Travelling expenses
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NIL
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NIL
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|
2
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Dividend payment
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NIL
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NIL
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3
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Other expenses
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NIL
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NIL
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21. Composition of Audit Committee
In line with the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Committee is as below:
1. Mr. Praveen Chandna as Chairman of the Audit Committee (Independent Director)
2. Mr. Manish Gupta as Member of the Audit Committee (Independent Director)
3. Mr. Om Prakash Maheshwari as Member of the Audit Committee (Non-executive Director)
22. Vigil Mechanism
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The mechanism under the policy has been appropriately communicated within the organization. The Whistle Blower Policy is available on the website of the Company.
23. Performance Evaluation
Pursuant to Clause 49 of the Listing Agreement read with provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance and that of the individual Directors. The evaluation criteria, inter alia, covered various aspects of the Board’s functioning including its composition, execution and performance of specific duties, obligations and governance. The performance of individual directors was evaluated on parameters such as Attendance and participation in the Meetings, Contribution towards growth of the Company, Leadership initiative, Team work attributes and supervision of staff members, Compliance with policies, safeguarding the interest of the Company etc. The Directors expressed their satisfaction with the evaluation process.
24. Key Parameters for appointment of Directors and Key Managerial Personnel
The Nomination and Remuneration Committee has formulated a detailed policy for appointment of directors, key managerial personnel which is designed to attract, motivate and retain best talent. This policy applies to directors, senior management including its Key Managerial Personnel (KMP) and senior management of the Company. The remuneration of the Executive Directors and KMPs of the Company is recommended by the Nomination and Remuneration Committee based on the Company’s remuneration structure taking into account factors such as level of experience, qualification and suitability. The Company generally pays remuneration by way of salary, perquisites and allowances.
25. Public Deposits
During the year, your Company has neither invited not accepted any deposits from the public within the meaning of section 2(32) and 74 of the Companies Act, 2013 and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date.
26. Policies of the Company
Your Company has posted the following documents on its website www.shricon.in.
1. Code of Conduct and Ethics
2. Whistle Blower Policy
3. Related Party Transaction Policy
4. Familiarization Program.
5. Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by insiders
6. Remuneration Policy
7. Code of Fair Disclosure
27. Human Resource and Employee’s Stock Option Scheme
Your Company has been able to create and continuously improve a favorable work environment that encourages innovation and meritocracy at all levels. Employees' relations remained cordial at all the Company's locations. The Directors take this opportunity to record their appreciation for the outstanding contribution.
There is no Employees Stock Option Plan 2013 (“ESOP-2013”) in the Company.
28. Significant and Material Orders Passed by the Regulators or Courts
During the financial year under review, no significant or material orders were passed by any Regulatory/ Statutory Authorities or the Courts or tribunals which would impact the going concern status of the Company and its future operations.
29. Extract of Annual Return
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 (as amended), is placed on the website of the Company. The web-link as disclosed on the website at www.shricon.in.
30. Corporate Governance
The Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 a report on Corporate Governance forms an integral part of this Annual Report.
Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C , D and E of Schedule V shall not apply the Company
31. Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 does not applicable to the Company.
32. 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 the Company.
Further we would like to clarify that the Company claimed exemption under regulation 15(2) of SEBI LODR as the Company’s equity shares are listed on SME Platform of BSE LIMITED. As per regulation 15(2) of SEBI LODR, inter alia, the compliance with the provisions as specified in regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply in respect of the listed entity which has listed its specified securities on the BSE SME Exchange.
33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place a Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25:
No. of complaints received : Nil
No. of complaints disposed off : Nil
34. Management Discussion And Analysis Report
Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “SEBI’s Listing Regulations”), the operations of the company are reviewed in detail in the Management Discussion and Analysis Report are forming part of Report.
35. Compliance with the Maternity Benefit Act, 1961:
The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.
36. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time, the initiatives taken by the Company from an environmental, social and governance perspective for the Financial Year 2024-25 has been given in the Business Responsibility and Sustainability Report (BRSR) as per the format specified by SEBI Circular no. SEBI/HO/CFD/CMD- 2/P/CIR/2021/562 dated 10th May, 2021 which forms part of this report. NOT APPLICABLE pursuant of the regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time the requirement of submitting a business responsibility report shall be discontinued after the financial year 2021-22 and thereafter, with effect from the financial year 2022-23, the top one thousand listed entities based on market capitalization as on 31.03.2025 shall submit a business responsibility and sustainability report in the format as specified by the Board from time to time. Our company is not in top 1000 companies list provided by the BSE based on market capitalization as on 31st March, 2025.
37. Disclosures Under Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act 2013
The Company has in place a policy on prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year, no complaint was received by the Company.
38. Green Initiative
Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.
39. Changes in the Nature of Business, if Any
During the reporting year the Company provided real estate services and ecommerce services and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company. Further, your company in its e-commerce activities, obtained a Drug License dated 15.07.2025 for trading in pharmaceutical and healthcare product segment, the same was reported to BSE as per regulation 30 of SEBI (LODR) Regulations, 2015. While this development does not represent an immediate change in the existing business operations, it marks a significant strategic step toward diversification. The acquisition of the drug license enables the Company to enter into the pharmaceutical and healthcare product segment, particularly through its e- commerce platform. This will potentially expand the scope of products and services offered by the Company in future periods. The impact of this addition will be reviewed and disclosed in subsequent reports as and when material operations commence under the new license.
40. Particulars of Remuneration
Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are placed on the Company’s website www.shricon.in as an annexure to the Board’s Report.
A physical copy of the same will be made available to any shareholder on request, as per provisions of Section 136(1) of the said Act. Details as required under the provisions of Section 197(12) of the Companies Act 2013, read with Rule 5(2) and 5(3) of the said Rules, which form part of the Board’s Report, will be made available to any share holder on request, as per provisions of Section 136(1) of the said Act.
41. Industrial Relations
Industrial Relations continued to remain peaceful and cordial throughout the year. We value the long association of our stakeholders to sustain industrial harmony and create a positive work environment. By introducing various new work practices we have succeeded in enhancing manpower productivity & attendance to the optimum.
42. Acknowledgements and Appreciation
Your Directors are thankful to all the shareholders, Advisors, Bankers, Governmental Authorities, media and all concerned for their continued support. The Directors acknowledge the commitment and contribution of all employees to the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors Shricon Industries Limited
Sd/- Sd/-
Place: Kota Om Prakash Maheshwari Neelima Maheshwari
Date: 22.07.2025 DIN-00185677 DIN- 00194928
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