To,
The
Members(s),
The
Board
of
Directors
hereby
submits
the
16
th
Annual
Report
of
the
business
and
operations
of
Shree
Ram
Proteins
Limited
('the
Company'),
along
with
the
audited
financial
statements,
for
the
financial
year
ended
March
31,
2025.
FINANCIAL
RESULTS:
(AMOUNT
IN
LAKHS)
|
PARTICULARS
|
F.Y.
2024-
25
|
F.Y.
2023-
24
|
|
Revenue
from
operations
|
-
|
1,476.60
|
|
Other
Income
|
255.40
|
34.29
|
|
Total
Income
|
255.40
|
1,510.89
|
|
Operating
expenditure
before
Finance
cost,
depreciation
and
amortization
|
1,949.17
|
2,297.40
|
|
Earnings
before
Finance
cost,
depreciation
and
amortization
(EBITDA)
|
(1,693.77)
|
(786.51)
|
|
Less:
Finance
costs
Less:
Depreciation
and
amortization
expense
|
340.49
66.93
|
142.73
82.14
|
|
Profit/(Loss)
before
tax
|
(2,101.19)
|
(1,011.38)
|
|
Less:
Tax
expense
|
6.31
|
(52.90)
|
|
Profit/(Loss)
for
the
year
(PAT)
|
(2,107.51)
|
(958.48)
|
YEAR
AT
A
GLANCE:
The
revenue
from
operations
become
Zero
as
against
Rs.
16268.37
Lakhs
in
the
previous
year.
The
revenue
from
operation
was
decreased
by
100%
over
the
previous
year.
The
loss
before
Tax
for
the
current
year
is
Rs.
(2,101.19)
Lakhs
as
against
the
Loss
before
tax
of
Rs.
(1,011.38)
Lakhs
in
the
previous
year
resulted
into
loss
after
tax
of
Rs.
(2,107.51)
Lakhs
compared
to
Loss
after
tax
of
previous
year
Rs.
(958.48)
Lakhs.
Decrease
in
net
profit
is
due
to
decrease
in
revenue
from
operation.
To
conserve
the
profit
earned
during
the
financial
year
2024-25
for
future
purpose,
your
Directors
regret
to
declare
any
dividend
for
the
financial
year
2024-25.
(Previous
year
Nil).
The
Company
does
not
have
any
amount
of
unclaimed
or
unpaid
Dividends
as
on
March
31,
2025.
During
the
year,
the
Company
has
not
apportioned
any
amount
to
other
reserve.
The
profit
earned
during
the
year
has
been
carried
to
the
carry
forward
credit
balance
of
Profit
and
Loss
account.
During
the
year,
your
Company
has
not
changed
its
business
or
object
and
continues
to
be
in
the
same
line
of
business
as
per
main
object
of
the
Company.
As
on
March
31,
2025,
The
Authorized
Capital
of
the
Company
is
Rs.
50,00,00,000
divided
into
50000000
Equity
Shares
of
Rs.10/-
each.
Issue,
Subscribed
&
Paid-up
Capital
of
the
Company
is
Rs.
21,42,00,000
divided
into
21420000
Equity
Shares
of
Rs.10/-
each.
During
the
of
the
financial
year;
Authorized
Capital
of
the
Company
increased
from
Rs.
25,00,00,000/-
(Rupees
Twenty
Five
Crores
Only)
divided
into
25000000
(Two
Crores
Fifty
Lakhs)
Equity
Shares
of
Rs.
10/-(Rupees
Ten
Only)
each
to
Rs.
50,00,00,000/-
(Rupees
Fifty
Crore
Only)
divided
into
50000000
(Five
Crores)
Equity
Shares
of
Rs.
10/-
(Rupees
Ten
Only)
each
via
postal
ballot
passed
by
the
shareholders
of
the
Company
on
Saturday,
May
06,
2023.
Raising
of
funds
by
way
of
each
of
equity
shares
of
face
value
of
Rs.1/-
each
through
right
issue
for
an
amount
not
exceeding
Rs.
49
crores
to
the
eligible
equity
shareholders
of
the
company
as
on
the
record
date
(to
be
determined
in
Due
course)
subject
to
the
receipt
of
regulatory/statutory
approvals
in
accordance
with
the
applicable
laws
including
the
provisions
of
security
and
exchange
board
of
India
(Issue
Of
Capital
And
Disclosure
Requirement)
Regulation
2018
and
rules
made
thereunder
.
Approved
to
create,
issue,
offer
and
allot
up
to
5,00,00,000
(Five
Crore
Only)
equity
shares
of
Rs.
1/-
each
of
the
company
on
preferential
basis
to
the
Non
Promoter
/Public
Category
share
holders
of
the
company
on
the
such
terms
and
conditions
as
may
be
determined
by
the
board
and
subject
to
the
approvals
of
the
shareholders
of
the
company
at
the
extraordinary
meeting
and
applicable
regulatory
authorities.
BOARD
OF
DIRECTORS
AND
KEY
MANAGERIAL
PERSONNEL
Constitution
of
Board
The
Constitution
of
the
Board
of
Directors
and
other
disclosure
related
to
the
Board
of
Directors
are
given
in
the
Report
on
Corporate
Governance.
Board
Meeting
Regular
meetings
of
the
Board
are
held
at
least
once
in
a
quarter,
inter-alia,
to
review
the
quarterly
results
of
the
Company.
Additional
Board
meetings
are
convened,
as
and
when
required,
to
discuss
and
decide
on
various
business
policies,
strategies
and
other
businesses.
The
Board
meetings
are
generally
held
at
registered
office
of
the
Company.
During
the
year
under
review,
Board
of
Directors
of
the
Company
met
9(Nine)
times,
viz
May
06,
2024;
May
30,
2024;
July
13,
2024;
August
14,
2024;
October
17,
2024;
November
14,
2024;
February
04,
2025;
March
29,
2025,
March
31,
2025.The
details
of
attendance
of
each
Director
at
the
Board
Meetings
and
Annual
General
Meeting
are
given
in
the
Report
on
Corporate
Governance.
Disclosure
by
Directors
The
Directors
on
the
Board
have
submitted
notice
of
interest
under
Section
184(1)
of
the
Companies
Act,
2013
i.e.
in
Form
MBP-1,
intimation
under
Section
164(2)
of
the
Companies
Act,
2013
i.e.
in
Form
DIR
8
and
declaration
as
to
compliance
with
the
Code
of
Conduct
of
the
Company.
Independent
Directors
In
terms
of
Section
149
of
the
Companies
Act,
2013
and
rules
made
there
under
and
Listing
Regulations,
the
Company
has
three
Non-Promoter
Independent
Directors.
In
the
opinion
of
the
Board
of
Directors,
all
three
Independent
Directors
of
the
Company
meet
all
the
criteria
mandated
by
Section
149
of
the
Companies
Act,
2013
and
rules
made
there
under
and
Securities
and
Exchange
Board
of
India
(Listing
Obligations
and
Disclosure
Requirements)
Regulations,
2015
and
they
are
Independent
of
Management.
A
separate
meeting
of
Independent
Directors
was
held
on
December
28,
2024
to
review
the
performance
of
Non-
Independent
Directors
and
Board
as
whole
and
performance
of
Chairperson
of
the
Company
including
assessment
of
quality,
quantity
and
timeliness
of
flow
of
information
between
Company
management
and
Board
that
is
necessary
for
the
board
of
directors
to
effectively
and
reasonably
perform
their
duties.
Further,
in
the
opinion
of
the
Board,
all
Independent
Directors
possess
requisite
qualifications,
experience,
expertise
including
the
Proficiency
and
hold
high
standards
of
integrity
for
the
purpose
of
Rule
8(5)(iiia)
of
the
Companies
(Accounts)
Rules,
2014.
The
terms
and
conditions
of
appointment
of
Independent
Directors
and
Code
for
Independent
Director
are
incorporated
on
the
website
of
the
Company
at
The
Company
has
received
a
declaration
from
the
Independent
Directors
of
the
Company
under
Section
149(7)
of
Companies
Act,
2013
and
16(1)(b)
of
Listing
Regulations
confirming
that
they
meet
criteria
of
Independence
as
per
relevant
provisions
of
Companies
Act,
2013
for
financial
year
2024-25.
The
Board
of
Directors
of
the
Company
has
taken
on
record
the
said
declarations
and
confirmation
as
submitted
by
the
Independent
Directors
after
undertaking
due
assessment
of
the
veracity
of
the
same.
In
the
opinion
of
the
Board,
they
fulfill
the
conditions
as
Independent
Directors
and
are
independent
of
the
Management.
None
of
Independent
Directors
have
resigned
during
the
year.
During
the
year
under
review,
the
non-executive
directors
of
the
Company
had
no
pecuniary
relationship
or
transactions
with
the
Company,
other
than
sitting
fees,
paid
to
them
for
the
purpose
of
attending
meetings
of
the
Board
/
Committee
of
the
Company.
Familiarization
Program
for
Independent
Directors:
The
Independent
Directors
have
been
updated
with
their
roles,
rights
and
responsibilities
in
the
Company
by
specifying
them
in
their
appointment
letter
along
with
necessary
documents,
reports
and
internal
policies
to
enable
them
to
familiarize
with
the
Company's
Procedures
and
practices.
The
Company
has
through
presentations
at
regular
intervals,
familiarized
and
updated
the
Independent
Directors
with
the
strategy,
operations
and
functions
of
the
Company
and
Agricultural
Industry
as
a
Whole
and
business
model.
The
details
of
such
familiarization
programs
imparted
to
Independent
Directors
can
be
accessed
on
the
website
of
the
Company
at
https://
INFORMATION
ON
DIRECTORATE
As
on
date
of
this
report,
your
Company's
Board
comprises
5
Directors
viz.,
(2)
Non-Executive
Director,
(2)
Independent
Director
and
(1)
Executive
Director,
i.e.
Managing
Director.
Change
in
Board
Composition:
Changes
in
Board
Composition
during
the
financial
year
2024-25
and
up
to
the
date
of
this
report
is
furnished
below
:
Ms.
Naaz
Jaiswal
(DIN:
11025662)
was
appointed
as
an
Additional
Non-Executive
Independent
Director
on
March
29,
2025
of
the
Company
subject
to
approval
of
Shareholders
in
the
consecutive
next
AGM.
KEY
MANAGERIAL
PERSONNEL
During
financial
year
2024-
25,
In
accordance
with
Section
203
of
the
Companies
Act,
2013,
the
Company
has:-
1.
Mr.
Lalitkumar
Chandulal
Vasoya
as
Chairman
and
Managing
Director
of
the
Company,
Mr.
Krutil
K.
Parakhia
was
appointed
as
a
Chief
Finance
Officer
of
the
Company
w.e.f
June
15,
2023.
Mr.
Bhupendra
Kanjibhai
Bhadani
acting
as
Company
Secretary
of
the
Company
However
during
the
financial
year
2024-25,
no
changes
took
place
in
the
position
of
Key
Managerial
Personnel
PERFORMANCE
EVALUATION
The
Board
of
Directors
has
carried
out
an
annual
evaluation
of
its
own
performance,
board
committees
and
individual
directors
pursuant
to
the
provisions
of
the
Companies
Act,
2013
and
Securities
and
Exchange
Board
of
India
(Listing
Obligations
and
Disclosure
Requirements)
Regulations,
2015
in
the
following
manners;
The
performance
of
the
board
was
evaluated
by
the
board,
after
seeking
inputs
from
all
the
directors,
on
the
basis
of
the
criteria
such
as
the
board
composition
and
structure,
effectiveness
of
board
processes,
information
and
functioning
etc.
The
performance
of
the
committees
was
evaluated
by
the
board
after
seeking
inputs
from
the
committee
members
on
the
basis
of
the
criteria
such
as
the
composition
of
committees,
effectiveness
of
committee
meetings,
etc.
The
board
and
the
nomination
and
remuneration
committee
reviewed
the
performance
of
the
individual
directors
on
the
basis
of
the
criteria
such
as
the
contribution
of
the
individual
director
to
the
board
and
committee
meetings
like
preparedness
on
the
issues
to
be
discussed,
meaningful
and
constructive
contribution
and
inputs
in
meetings,
etc
In
addition,
the
chairman
was
also
evaluated
on
the
key
aspects
of
his
role.
Separate
meeting
of
independent
directors
was
held
to
evaluate
the
performance
of
non-independent
directors,
performance
of
the
board
as
a
whole
and
performance
of
the
chairman,
taking
into
account
the
views
of
executive
directors
and
non-
executive
directors.
Performance
evaluation
of
independent
directors
was
done
by
the
entire
board,
excluding
the
independent
director
being
evaluated.
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:
In
preparation
of
annual
accounts
for
the
year
ended
March
31,
2025,
the
applicable
accounting
standards
have
been
followed
and
that
no
material
departures
have
been
made
from
the
same;
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
at
the
end
of
the
financial
year
and
of
the
profit
or
loss
of
the
Company
for
that
year;
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;
The
Directors
had
prepared
the
annual
accounts
for
the
year
ended
March
31,
2025
on
going
concern
basis.
The
Directors
had
laid
down
the
internal
financial
controls
to
be
followed
by
the
Company
and
that
such
Internal
Financial
Controls
are
adequate
and
were
operating
effectively;
and
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.
COMMITTEES
OF
BOARD
In
compliance
with
the
requirement
of
applicable
provisions
of
the
Companies
Act,
2013
and
Securities
and
Exchange
Board
of
India
(Listing
Obligations
and
Disclosure
Requirements)
Regulations,
2015,
(the
'SEBI
(LODR)
Regulations,
2015')
and
as
part
of
the
best
governance
practice,
the
Company
has
constituted
following
Committees
of
the
Board.
Audit
Committee
Nomination
and
Remuneration
Committee
Stakeholder's
Grievance
&
Relationship
Committee
The
composition
of
each
of
the
above
Committees,
their
respective
role
and
responsibility
are
detailed
in
the
Report
on
Corporate
Governance
annexed
to
the
Report.
AUDIT
COMMITTEE
The
Company
has
formed
Audit
Committee
in
line
with
the
provisions
Section
177
of
the
Companies
Act,
2013
and
Regulation
18
of
the
Securities
and
Exchange
Board
of
India
(Listing
Obligations
and
Disclosure
Requirements)
Regulations,
2015.
As
at
31
st
M,arch
2025
the
Audit
Committee
comprise
of
following
:-
|
AUDIT
COMMITTEE
|
|
Name
|
Category
|
Designation
|
|
Mr.
Akash
Sureshbhai
Gajera
|
Additional
Non-Executive
-
Independent
Director
|
Chairman
|
|
Mr.
Lalitkumar
Chandulal
Vasoya
|
Chairperson
&
Executive
Director
|
Member
|
|
Mr.
Yogeshbhai
Chandubhai
Dhanani
|
Additional
Non-Executive
-
Independent
Director
|
Member
|
Recommendations
of
Audit
Committee,
wherever/whenever
given,
have
been
accepted
by
the
Board
of
Directors.
VIGIL
MECHANISM
/
WHISTLE
BLOWER
POLICY
The
Company
has
established
a
whistle
blower
policy
/
vigil
mechanism
in
compliance
with
the
provision
of
Section
177(10)
of
the
Companies
Act,
2013
and
Regulation
22
of
the
SEBI
(LODR)
Regulations,
2015
for
the
genuine
concerns
expresses
by
the
employees
and
Directors
about
the
unethical
behaviour,
actual
or
suspected
fraud
or
violation
of
the
Company's
Code
of
Conduct.
The
Company
provides
adequate
safeguards
against
victimization
of
employees
and
Directors
who
express
their
concerns.
The
Company
has
also
provided
direct
access
to
the
Chairman
of
the
Audit
Committee
on
reporting
issues
concerning
the
interests
of
employees
and
the
Company.
The
Board
has
approved
the
policy
for
vigil
mechanism
which
is
available
on
the
website
of
the
Company
at
https://
The
Board
has,
on
the
recommendation
of
the
Nomination
&
Remuneration
Committee,
formulated
a
policy
on
appointment
and
remuneration
of
Directors,
Key
Managerial
personnel
and
Senior
Management
personnel
,
including
the
criteria
for
determining
qualifications,
positive
attributes,
independence
of
a
director
and
other
matters,
as
required
under
sub-section
(3)
of
Section
178
of
the
Companies
Act,
2013.
Nomination
and
Remuneration
Policy
in
the
Company
is
designed
to
create
a
high
performance
culture.
It
enables
the
Company
to
attract
motivated
and
retained
manpower
in
competitive
market,
and
to
harmonize
the
aspirations
of
human
resources
consistent
with
the
goals
of
the
Company.
The
Company
pays
remuneration
by
way
of
salary
to
its
Executive
Directors,
Key
Managerial
Personnel
Annual
increments
are
decided
by
the
Nomination
and
Remuneration
Committee
within
the
salary
scale
approved
by
the
members
and
are
effective
from
April
01,
of
each
year.
Nomination
and
Remuneration
Policy,
as
adopted
by
the
Board
of
Directors,
is
placed
on
the
website
of
the
Company
at
https://
REMUNERATION
OF
DIRECTORS
The
details
of
remuneration/sitting
fees
paid
during
the
financial
year
2024-25
to
Executive
Directors/Directors
of
the
Company
is
provided
in
Annual
Return,
i.e.
Form
MGT-7
which
is
uploaded
on
website
of
Company,
i.e.
at
and
in
Report
on
Corporate
Governance
which
are
the
part
of
this
report.
PUBLIC
DEPOSITS
The
Company
has
outstanding
deposits
of
Rs.
630.22
Lacs
which
are
deemed
to
be
deposits
in
terms
of
provisions
of
Sections
73
of
the
Companies
Act,
2013
and
the
rules
made
thereunder.
The
Company
has
not
complied
with
the
provisions
of
Sections
73
to
76
of
the
Companies
Act,
2013
w.r.t
above
deposits
outstanding
as
on
the
end
of
reporting
period.
No
order
has
been
passed
by
the
Company
Law
Board
or
National
Company
Law
Tribunal
or
Reserve
Bank
of
India
or
any
court
or
any
other
tribunal
in
respect
of
the
deposits
outstanding
in
the
Company
during
the
period
under
review.
PARTICULARS
OF
LOANS,
GUARANTEES
AND
INVESTMENTS
Details
of
Loans,
Guarantees
and
Investments
covered
under
the
provisions
of
Section
186
of
the
Companies
Act,
2013
are
given
in
the
notes
to
the
Financial
Statement
for
the
year
ended
on
March
31,
2025.
ANNUAL
RETURN
Pursuant
to
Section
92(3)
read
with
Section
134(3)(a)
of
the
Companies
Act,
2013,
the
Annual
Return
of
the
Company
for
the
financial
year
2024-25
is
under
preparation
and
will
be
filed
with
the
Registrar
of
Companies
within
the
prescribed
time.
The
same
shall
be
made
available
on
the
website
after
filing
and
the
web
link
there
to
will
be
provided
in
the
Board's
Report
of
the
subsequent
financial
year.
TRANSACTIONS
WITH
RELATED
PARTIES
All
the
Related
Party
Transactions
entered
into
during
the
financial
year
were
on
an
Arm's
Length
basis
and
in
the
Ordinary
Course
of
Business.
No
material
significant
Related
Party
Transactions
(i.e.
exceeding
10%
of
the
annual
consolidated
turnover
as
per
the
last
audited
financial
statement)
with
Promoters,
Directors,
Key
Managerial
Personnel
(KMP)
and
other
related
parties
which
may
have
a
potential
conflict
with
the
interest
of
the
Company
at
large,
were
entered
during
the
year
by
your
Company.
Accordingly,
the
disclosure
of
Related
Party
Transactions
as
required
under
Section
134(3)
(h)
of
the
Companies
Act,
2013,
in
Form
AOC-2
is
not
applicable.
Further,
prior
omnibus
approval
of
the
Audit
Committee
is
obtained
on
yearly
basis
for
the
transactions
which
are
of
a
foreseen
and
repetitive
nature.
The
transactions
entered
into
pursuant
to
the
omnibus
approval
so
granted
were
placed
before
the
Audit
Committee
and
the
Board
of
Directors
for
their
approval
on
quarterly
basis.
The
details
of
the
related
party
transactions
for
the
financial
year
2024-25
is
given
in
notes
of
the
financial
statements
which
is
part
of
Annual
Report.
The
Policy
on
Related
Party
Transactions
as
approved
by
the
Board
of
Directors
is
available
on
the
website
of
the
Company
at
http://shreeramproteins.com/investor#policy.
INTERNAL
FINANCIAL
CONTROL
(IFC)
SYSTEMS
AND
THEIR
ADEQUACY
Though
the
various
risks
associated
with
the
business
cannot
be
eliminated
completely,
all
efforts
are
made
to
minimize
the
impact
of
such
risks
on
the
operations
of
the
Company.
Necessary
internal
control
systems
are
also
put
in
place
by
the
Company
on
various
activities
across
the
board
to
ensure
that
business
operations
are
directed
towards
attaining
the
stated
organizational
objectives
with
optimum
utilization
of
the
resources.
Apart
from
these
internal
control
procedures,
a
well-
defined
and
established
system
of
internal
audit
is
in
operation
to
independently
review
and
strengthen
these
control
measures,
which
is
carried
out
by
a
reputed
firm
of
Chartered
Accountants.
The
audit
is
based
on
an
internal
audit
plan,
which
is
reviewed
each
year
in
consultation
with
the
statutory
auditor
of
the
Company
and
the
audit
committee.
The
conduct
of
internal
audit
is
oriented
towards
the
review
of
internal
controls
and
risks
in
its
operations.
M/s.
H.B
Kalaria
&
Associates
Chartered
Accountants
(FRN:
104571W),
the
statutory
auditors
of
the
Company
has
audited
the
financial
statements
included
in
this
annual
report
and
has
issued
an
report
annexed
as
an
Annexure
B
to
the
Audit
Report
of
the
Company
on
our
internal
control
over
financial
reporting
(as
defined
in
section
143
of
Companies
Act,
2013.
The
audit
committee
reviews
reports
submitted
by
the
management
and
audit
reports
submitted
by
internal
auditors
and
statutory
auditor.
Suggestions
for
improvement
are
considered
and
the
audit
committee
follows
up
on
corrective
action.
The
audit
committee
also
meets
the
statutory
auditors
of
the
Company
to
ascertain,
inter
alia,
their
views
on
the
adequacy
of
Internal
control
systems
and
keeps
the
board
of
directors
informed
of
its
major-
observations
periodically.
Based
on
its
evaluation
(as
defined
in
section
177
of
Companies
Act
2013),
our
audit
committee
has
concluded
that,
as
of
March
31,
2025,
our
internal
financial
controls
were
adequate
and
operating
effectively.
MATERIAL
CHANGES
AND COMMITMENT
There
were
no
material
changes
and
commitments,
affecting
the
financial
position
of
the
Company,
have
occurred
between
the
ends
of
financial
year
of
the
Company
i.e.
March
31,
2024
to
the
date
of
this
Report.
Raising
of
funds
by
way
of
each
of
equity
shares
of
face
value
of
Rs.1/-
each
through
right
issue
for
an
amount
not
exceeding
Rs.
49
crores
to
the
eligible
equity
shareholders
of
the
company
as
on
the
record
date
(to
be
determined
in
Due
course)
subject
to
the
receipt
of
regulatory/statutory
approvals
in
accordance
with
the
applicable
laws
including
the
provisions
of
security
and
exchange
board
of
India
(Issue
Of
Capital
And
Disclosure
Requirement)
Regulation
2018
and
rules
made
thereunder
.
Approved
to
create,
issue,
offer
and
allot
up
to
5,00,00,000
(Five
Crore
Only)
equity
shares
of
Rs.
1/-
each
of
the
company
on
preferential
basis
to
the
Non
Promoter
/Public
Category
share
holders
of
the
company
on
the
such
terms
and
conditions
as
may
be
determined
by
the
board
and
subject
to
the
approvals
of
the
shareholders
of
the
company
at
the
extraordinary
meeting
and
applicable
regulatory
authorities.
PARTICULAR
OF EMPLOYEES
The
ratio
of
the
remuneration
of
each
director
to
the
median
of
employees'
remuneration
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
is
annexed
to
this
Report
as
Annexure-C
.
The
statement
containing
top
ten
employees
in
terms
of
remuneration
drawn
and
the
particulars
of
employees
as
required
under
Section
197(12)
of
the
Act
read
with
Rule
5(2)
of
the
Companies
(Appointment
and
Remuneration
of
Managerial
Personnel)
Rules,
2014,
is
provided
in
a
separate
annexure
forming
part
of
this
report.
Further,
the
report
and
the
accounts
are
being
sent
to
members
excluding
this
annexure.
In
terms
of
Section
136
of
the
Act,
the
said
annexure
is
open
for
inspection
in
electronic
mode
for
Members.
Any
shareholder
interested
in
obtaining
a
copy
of
the
same
may
write
to
Company
Secretary.
To
foster
a
positive
workplace
environment,
free
from
harassment
of
any
nature,
we
have
institutionalized
the
Anti-
Sexual
Harassment
Initiative
(ASHI)
framework,
through
which
we
address
complaints
of
sexual
harassment
at
the
all
workplaces
of
the
Company.
Our
policy
assures
discretion
and
guarantees
non-retaliation
to
complainants.
We
follow
a
gender-neutral
approach
in
handling
complaints
of
sexual
harassment
and
we
are
compliant
with
the
law
of
the
land
where
we
operate.
The
Company
has
setup
an
Internal
Complaints
Committee
(ICC)
for
redressal
of
Complaints.
During
the
financial
year
2024-25,
the
Company
has
received
nil
complaints
on
sexual
harassment,
out
of
which
nil
complaints
have
been
disposed
off
and
nil
complaints
remained
pending
as
of
March
31,
2025.
A
well-defined
risk
management
mechanism
covering
the
risk
mapping
and
trend
analysis,
risk
exposure,
potential
impact
and
risk
mitigation
process
is
in
place.
The
objective
of
the
mechanism
is
to
minimize
the
impact
of
risks
identified
and
taking
advance
actions
to
mitigate
it.
The
mechanism
works
on
the
principles
of
probability
of
occurrence
and
impact,
if
triggered.
A
detailed
exercise
is
being
carried
out
to
identify,
evaluate,
monitor
and
manage
both
business
and
non-business
risks.
Conservation
of
energy
-
The
steps
taken
or
impact
on
conservation
of
energy:
Company
ensures
that
the
operations
are
conducted
in
the
manner
whereby
optimum
utilization
and
maximum
possible
savings
of
energy
is
achieved.
The
steps
taken
by
the
Company
for
utilizing
alternate
sources
of
energy:
No
alternate
source
has
been
adopted.
The
capital
investment
on
energy
conservation
equipment:
No
specific
investment
has
been
made
in
reduction
in
energy
consumption
Technology
absorption
-
The
effort
made
towards
technology
absorption:
Not
Applicable.
The
benefit
derived
like
product
improvement,
cost
reduction,
product
development
or
import
substitution:
Not
Applicable
in
case
of
imported
technology
(imported
during
the
last
three
years
reckoned
from
the
beginning
of
the
financial
year)
-
Not
Applicable
The
details
of
technology
imported:
Nil.
The
year
of
import:
Not
Applicable.
Whether
the
technology
has
been
fully
absorbed:
Not
Applicable
If
not
fully
absorbed,
areas
where
absorption
has
not
taken
place,
and
the
reasons
thereof:
Not
Applicable
The
expenditure
incurred
on
Research
and
Development:
Nil
Foreign
Exchange
Earnings
&
Expenditure:
Details
of
Foreign
Exchange
Earnings:
Nil
Details
of
Foreign
Exchange
Expenditure:
Nil
The
Company's
Corporate
Governance
philosophy
is
to
continuously
strive
to
attain
higher
levels
of
accountability,
transparency,
responsibility
and
fairness
in
all
aspects
of
its
operations.
The
Company
remained
committed
towards
protection
and
enhancement
of
overall
long
term
value
for
all
its
stakeholders
-
customers,
lenders,
employees
and
the
society.
The
Company
also
acknowledges
and
appreciates
its
responsibility
towards
the
society
at
large
and
has
embarked
upon
various
initiatives
to
accomplish
this.
As
stipulated
in
Schedule
V
of
the
SEBI
(Listing
Obligations
and
Disclosure
Requirements)
Regulations,
2015.
Report
on
Corporate
Governance
and
Certificate
of
the
Practicing
Company
Secretary
with
regards
to
compliance
with
the
conditions
of
Corporate
Governance
is
annexed
to
the
Board's
Report
as
Annexure
-
D
MANAGEMENT
DISCUSSION
AND
ANALYSIS
REPORT
Pursuant
to
Regulation
34(2)(e)
read
with
part
B
of
Schedule
V
of
the
SEBI
(LODR)
Regulations,
2015,
Management
Discussion
and
Analysis
Report
is
forming
the
part
of
this
Annual
Report
Annexure
-
F
CORPORATE
SOCIAL
RESPONSIBILITY
(CSR):
The
company
does
not
fall
under
the
provision
of
section
135
companies
of
2013
and
rules
made
their
under
hence
the
obligation
and
their
section
135
of
the
companies
in
2013
not
applicable
to
the
company.
STATUTORY
AUDITOR
AND
THEIR
REPORT
M/s.
H.B
Kalaria
&
Associates,
Chartered
Accountants
(Firm
Registration
No.
104571W)
was
re-
appointed
as
Statutory
Auditors
of
your
Company
in
13
th
AGM
held
on
September
30,
2022
for
second
term
of
3
years
to
hold
office
till
conclusion
of
the
16th
Annual
General
Meeting
(AGM)
of
the
Company
to
be
held
in
the
calendar
year
2024.
In
accordance
with
the
Companies
Amendment
Act,
2017,
enforced
on
May
7,
2018
by
the
Ministry
of
Corporate
Affairs,
the
appointment
of
Statutory
Auditors
is
not
required
to
be
ratified
at
every
Annual
General
Meeting
and
hence
resolution
for
ratification
of
appointment
of
statutory
auditor
is
not
proposed
by
the
Board
of
Directors.
The
Report
given
by
the
Auditors
on
the
financial
statement
of
the
Company
is
part
of
this
Annual
Report.
There
has
been
no
qualification,
reservation,
adverse
remark
or
disclaimer
given
by
the
Auditors
in
their
Report
except:-
The
Company
has
accepted
deposits
of
Rs.
630.22
lacs
which
are
deemed
to
be
deposits
during
the
current
reporting
period
in
terms
of
provisions
of
Sections
73
to
76
or
any
other
relevant
provisions
of
the
Companies
Act,
2013
and
the
rules
made
thereunder.
The
Company
has
not
complied
with
the
said
provisions.
No
order
has
been
passed
by
the
Company
Law
Board
or
National
Company
Law
Tribunal
or
Reserve
Bank
of
India
or
any
court
or
any
other
tribunal
in
respect
of
the
deposits
accepted
by
the
Company
during
the
period
under
review.
Reply
by
management:-
According
to
management,
the
sanction
letter
of
the
Lender
Bank(s)
does
not
permits
to
repay
the
unsecured
loan
taken
by
the
company
and
moreover,
as
per
management
of
the
company
such
parties
from
whom
such
amount
is
accepted
are
friends
and
close
relatives.
In
addition,
company
is
in
under
Process
of
making
repayment
of
such
amount
to
such
parties
in
consultation
with
the
lender
Bank(s).
There
were
undisputed
amounts
payable
in
arrears
as
at
the
balance
sheet
date
for
a
period
of
more
than
six
months
from
the
date
they
became
payable.
The
details
of
which
are
as
follows
|
Name
of
statute
|
Nature
of
dues
|
Amount
unpaid
(in
Rs.
lacs.)
|
Period
to
which
the
amount
relates
|
Due
date
of
payment
|
Actual
date
of
payment
|
|
The
Income
Tax
Act,
1961
|
Income
Tax
|
223.01
|
F.Y.
2021-
22
A.Y.
2022-
23
|
31/10/2022
|
Not
paid
till
the
date
of
report
|
|
|
Income
Tax
(Advance
Tax)
|
64.34(Approx)
|
F.Y.
2022-
23
A.Y.
2023-
24
|
31/10/2022
|
Not
paid
till
the
date
of
report
|
|
The
Gujarat
Professions
Tax
Act,1976
|
Professional
Tax
|
0.30
|
F.Y.
2022-
23
|
15
th
of
next
month
|
Not
paid
till
the
date
of
report
|
R
Reply
by
management:-
Company
pays
Income
Tax
to
Department
with
Interest
.
The
Company
has
inadequate
segregation
of
duties
with
respect
to
procedures
used
to
enter
transaction
totals
into
the
general
ledger;
initiate,
authorize,
record,
and
process
journal
entries
into
the
general
ledger;
and
record
recurring
and
non-recurring
adjustments
to
the
financial
statements.
The
Company
does
not
have
an
internal
process
to
report
deficiencies
in
internal
control
to
management
on
a
timely
basis.
Reply
by
Management
to
Observation
No.
3
and
4:-
Company
is
in
the
process
of
streamlining
Internal
Control
measures
on
suggestions
of
Statutory
Auditors
Pursuant
to
Section
138
of
Companies
Act
2013,
the
Company
had
appointed
M/s.
Keval
Vakharia
&
Associates,Chartered
Accountant
(Mem
No.
:
-
172339)
as
an
Internal
Auditor
of
the
Company
for
the
FY
2024-25.
The
Auditors
of
the
Company
have
not
reported
any
fraud
as
specified
under
Section
143(12)
of
the
Companies
Act,
2013.
Following
is
the
significant
and
material
order
passed
during
the
year
under
review:
Company
was
admitted
in
Corporate
Insolvency
Resolution
Process
(CIRP)
under
Section
9
of
IBC,
2019
and
moratorium
is
declared
in
terms
of
section
14(1)
of
IBC
2016,
as
per
Hon'ble
NCLT
Ahmedabad,
order
dated
January
11,
2023.
NCLT
admitted
company
into
CIRP
Proceeding
for
a
claim
of
operational
creditor,
M/s,
Mohini
Health
&
Hygiene
Limited
amounting
to
Rs.
4,82,95,171/-(Including
Rs.
1,21,82,419
as
Invoice
amount
and
Rs.3,61,12,752/-
towards
Interest
amount
@18%
as
per
invoicing
structure).
During
the
year
under
review,
the
Hon'ble
National
Company
Law
Tribunal
(NCLT),
Ahmedabad,
vide
order
dated
11th
January,
2023,
admitted
an
application
filed
under
Section
7
of
the
Insolvency
and
Bankruptcy
Code,
2016
for
initiation
of
Corporate
Insolvency
Resolution
Process
(CIRP)
against
the
Company.
Pursuant
to
the
said
order,
CIRP
proceedings
have
been
initiated
and
are
presently
ongoing.
The
Company
has
made
necessary
disclosures
to
the
Stock
Exchange
in
compliance
with
Regulation
30
of
the
SEBI
(LODR)
Regulations,
2015.
In
the
said
order
the
learned
counsel
had
ordered
to
set
aside
the
impugned
order
dated
11.01.2023
and
CIRP
proceedings
are
set
aside.
Pending
applications,
if
any,
are
closed.
The
said
order
has
a
material
impact
on
the
operations
and
going
concern
status
of
the
Company.
The
details
of
litigation
on
tax
and
other
relevant
matters
are
disclosed
in
the
Auditors'
Report
and
Financial
Statements
which
forms
part
of
this
Annual
Report.
During
the
Financial
year
2024-25,
a
petition
for
initiation
of
Corporate
Insolvency
Resolution
Process
under
Section
9
of
the
Insolvency
and
Bankruptcy
Code,
2016
filed
by
M/s.
Mohini
Health
&
Hygiene
Limited
(Operational
Creditor)
for
a
claim
amounting
to
Rs.
4,82,95,171/-(Including
Rs.
1,21,82,419
as
Invoice
amount
and
Rs.3,61,12,752/-
towards
Interest
amount
@18%
as
per
invoicing
structure),
has
been
admitted
against
the
Company
vide
Honorable
National
Company
Law
Tribunal,
Ahmedabad
bench
order
dated
January
13,
2023.
The
Company
has
made
necessary
disclosures
to
the
Stock
Exchange
in
compliance
with
Regulation
30
of
the
SEBI
(LODR)
Regulations,
2015.
In
the
said
order
the
learned
counsel
had
ordered
to
set
aside
the
impugned
order
dated
11.01.2023
and
CIRP
proceedings
are
set
aside.
Pending
applications,
if
any,
are
closed.
The
date
of
receipt
of
direction
or
order
passed
by
the
appellate
authority
was
02/07/2024,
the
date
of
issue
of
order
and
the
date
on
which
the
order
was
received
10/07/2024.
MAINTENANCE
OF
COST
RECORD
Pursuant
to
the
provisions
of
the
Companies
Act,
2013
and
rules
thereof,
the
Board
of
Directors
of
the
Company,
in
their
meeting
held
on
May
05,
2023,
on
the
recommendation
of
the
Audit
Committee,
have
appointed
M/s.
Tadhani
and
Co.,
Cost
Accountants,
Rajkot
(Firm
Registration
No.:
003635)
as
the
Cost
Auditor
of
the
Company
to
audit
the
cost
records
of
the
Company
for
the
financial
year
2023-24.
M/s.
Tadhani
And
Co,
have
confirmed
that
they
are
free
from
disqualification
specified
under
Section
141(3)
and
proviso
to
Section
148(3)
read
with
Section
141(4)
of
the
Act
and
that
their
appointment
meets
the
requirements
of
Section
141(3)(g)
of
the
Act.
They
have
further
confirmed
their
independent
status
and
an
arm's
length
relationship
with
the
Company.
Further,
as
per
Section
148
of
the
Companies
Act,
2013,
the
remuneration
payable
to
the
Cost
Auditor
is
required
to
be
ratified
at
the
ensuing
Annual
General
Meeting.
The
Company
has
maintained
cost
accounts
and
records
in
accordance
with
provisions
of
Section
148
of
the
Companies
Act,
2013
and
rules
thereof.
SECRETARIAL
AUDITOR
AND
THEIR
REPORT
The
Company
has
appointed
M/s.
Paliwal
&
Co.,
Company
Secretaries,
to
conduct
the
secretarial
audit
of
the
Company
for
the
financial
year
2024-25,
as
required
under
Section
204
of
the
Companies
Act,
2013
and
Rules
thereunder.
The
Secretarial
Audit
Report
for
the
financial
year
2024-25
is
annexed
to
this
report
as
an
ANNEXURE
-
E1
.
COMPLIANCE
WITH
THE
PROVISIONS
OF
SECRETARIAL
STANDARD
1
AND
SECRETARIAL
STANDARD
The
Annual
Secretarial
Compliance
Report
for
the
financial
year
ended
March
31,
2025
issued
by
M/s.
Paliwal
&
Co.,
Company
Secretaries,
in
relation
to
compliance
of
all
applicable
SEBI
Regulations/
Circulars/Guidelines
issued
thereunder,
pursuant
to
requirement
of
Regulation
24A
of
the
Listing
Regulations
read
with
Circular
no.
CIR/CFD/CMD1/27/2019
dated
8th
February,
2019
(including
any
statutory
modification(s)
or
re-enactment(s)
thereof
for
the
time
being
in
force)
is
annexed
to
this
report
as
an
ANNEXURE
-
E2
.
The
Secretarial
Compliance
Report
has
been
voluntarily
disclosed
as
a
part
of
Annual
Report
as
good
disclosure
practice.
The
Company
has
devised
proper
systems
to
ensure
compliance
with
the
provisions
of
all
applicable
Secretarial
Standards
issued
by
the
Institute
of
Company
Secretaries
of
India
and
that
such
systems
are
adequate
and
operating
effectively.
During
the
year
under
review,
the
Company
has
complied
with
the
applicable
Secretarial
Standards
issued
by
the
Institute
of
Company
Secretaries
of
India,
New
Delhi.
GENERAL
DISCLOSURE
Your
Directors
state
that
the
Company
has
made
disclosures
in
this
report
for
the
items
prescribed
in
section
134
(3)
of
the
Act
and
Rule
8
of
The
Companies
(Accounts)
Rules,
2014
and
other
applicable
provisions
of
the
act
and
listing
regulations,
to
the
extent
the
transactions
took
place
on
those
items
during
the
year.
Your
Directors
further
state
that
no
disclosure
or
reporting
is
required
in
respect
of
the
following
items
as
there
were
no
transactions
on
these
items
during
the
year
under
review
or
they
are
not
applicable
to
the
Company;
Issue
of
Equity
Shares
with
differential
rights
as
to
dividend,
voting
or
otherwise;
Issue
of
shares
(including
sweat
equity
shares)
to
employees
of
the
Company
under
any
scheme
save
and
ESOS;
There
is
no
revision
in
the
Board
Report
or
Financial
Statement;
Information
on
subsidiary,
associate
and
joint
venture
companies
WEBSITE:
As
per
Regulation
46
of
SEBI
(LODR)
Regulations,
2015,
the
Company
has
maintained
a
functional
website
namely
containing
basic
information
about
the
Company.
The
website
of
the
Company
is
also
containing
information
like
Policies,
Shareholding
Pattern,
Financial
Results
and
information
of
the
designated
officials
of
the
Company
who
are
responsible
for
assisting
and
handling
investor
grievances
for
the
benefit
of
all
stakeholders
of
the
Company,
etc.
APPRECIATIONS
AND
ACKNOWLEDGEMENT
Your
Directors
wish
to
place
on
record
their
sincere
appreciation
for
significant
contributions
made
by
the
employees
at
all
levels
through
their
dedication,
hard
work
and
commitment
during
the
year
under
review.
The
Board
places
on
record
its
appreciation
for
the
support
and
co-operation
your
Company
has
been
receiving
from
its
suppliers,
distributors,
retailers,
business
partners
and
others
associated
with
it
as
its
trading
partners.
Your
Company
looks
upon
them
as
partners
in
its
progress
and
has
shared
with
them
the
rewards
of
growth.
It
will
be
your
Company's
endeavor
to
build
and
nurture
strong
links
with
the
trade
based
on
mutuality
of
benefits,
respect
for
and
co-operation
with
each
other,
consistent
with
consumer
interests.
Your
Directors
also
take
this
opportunity
to
thank
all
Shareholders,
Clients,
Vendors,
Banks,
Government
and
Regulatory
Authorities
and
Stock
Exchanges,
for
their
continued
support.
Registered
office:
For
and
on
behalf
of
Board
of
Directors
Imperial
Heights
Tower-B,
Second
Floor,
Shree
Ram
Proteins
Limited
Office
No.
B-206,
150
Ft
Ring
Road,
Opp.
CIN:
L01405GJ2008PLC054913
Big
Bazar
Rajkot-360005
Date
:
May
29,
2025
Place:
Rajkot
Sd/-
Sd/-
Lalitkumar
Chandulal
Vasoya
Piyush
Chandubhai
Vasoya
Chairman
and
Managing
Director
Non-Executive
Director
DIN:
02296254
DIN:
06889294