TO THE MEMBERS
Your Directors are pleased to present 10U* Annual Report on the business and
operations of your Company and the Audited Financial Statement for the period ended 31s1
March, 2025 and Auditor's report thereon.
OPERATIONAL AND FINANCIAL RESULTS
The Financial Results of the Company for the period from 1st April 2024 to 31st
March 2025 are as under:
(Rs. in Lacs
| Particulars |
Current Year |
Previous Year |
| Revenue from operation |
860.49 |
543.67 |
| Other income |
5.52 |
126.79 |
| Financial Cost |
47.57 |
30.83 |
| Depreciation and amortization expenses |
21.57 |
17.74 |
| Profit/Loss before exceptional and extraordinary items |
7.28 |
116.82 |
| and tax |
|
|
| Exceptional Items |
0 |
0 |
| Profit/Loss before extraordinary items and tax |
7.28 |
116.82 |
| Extraordinary Items |
0 |
0 |
| Profit/Loss before tax |
7.28 |
116.82 |
| Tax Expenses: |
|
|
| 1. Current Tax |
1.14 |
19.50 |
| 2. Deferred Tax |
3.66 |
(14.15) |
| Profit /Loss from the period from continuing operations |
2.48 |
83.17 |
| Profit / Loss for the Period |
2.48 |
83.17 |
COMPANY'S PERFORMANCE
During the year under review, the Turnover of the Company has increased. Company's
performance during the year under review is recorded as Net Sales of the Company Rs.
860.49 Lacs as against net sales of Rs. 543.67 Lacs of previous year.
Management of the Company is committed to the growth and hopes to improve the
performance in coming years.
CHANGE IN NATURE QF BUSINESS, ]? ANY
During the year, your Company has not changed its business or object and continues to
he in the same line of business as per main object of the Company.
DIVIDEND
During the year under review, Your Directors are still constrained not to recommend any
dividend lor the financial year ended March 31, 2025 keeping in view the need of funds for
expansion and working capital.
TRANSFER TO RESERVE
The amount of Rs. 2.48 Lacs to be carried as profit in the balance sheet for the
financial year ended 31st March, 2025. The board of directors of your Company does not
propose to transfer any amount to reserves during the period under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Structure of the Board of Directors and Key Managerial Personnel as on 31st
March 2025
The Board of Directors of the Company is formed in terms of the provisions of the
Companies Act, 2013 and consists the following:
| Sr. No. |
Directors & Key Managerial Personnel |
Designation |
| 1. |
Mr. Abhinav Upadhyay |
Managing Director |
| 2. |
Mrs. Rachna Upadhyaya |
Director |
| 3. |
Mrs. Chanchal Nuwal |
Independent Director |
| 4. |
Mr. Vishal lain** |
Independent Director |
| 5. |
Mr. Abhishek Upadhyay |
Chief Financial Officer |
| 6. |
Mrs. Chandani Lohar* |
Company Secretary & Compliance Officer |
The following changes took place in the constitution of Board and Key Managerial
Personnels of the Company.
1. Mrs. Somali Jain was appointed as a Company Secretary & Compliance Officer of
the Company w.e.f 28th February, 2024._However, she had resigned from her post,
due to personnel reasons w.e.f. 30,h September, 2024.
2. *Mrs. Chandani Lohar was appointed as a Company Secretary & Compliance Officer
of the Company w.e.f 20th January, 2025. However, she had resigned from her
post, due to personnel reasons w.e.f. 01st May, 2025.
3. After the closure of Financial year, Mr. Praveen Lakshkar was appointed as a Company
Secretary & Compliance Officer of the Company w.e.f 22ml May, 2025.
4. **After the closure of Financial year, Mr. Vishal Jain, Independent Director of the
Company resigned from his post w.e.f. 28th May 2025.
5. Alter the closure of Financial year, Mr. Satish Hcda was appointed as the Additional
Non- Executive Independent Director of the Company by the Board w.e.f. 01st
September 2025.
In pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company is exempted from requirement of having
composition of Board as per Listing Regulations. However, the composition of Board
complies with the requirements of the Companies Act, 2013.
(b) Retirement by Rotation
In accordance with the provisions of the Act, Ms. Rachna IJpadhyay (DIN:07617468),
Director of the Company retire by rotation at the ensuing Annual General Meeting and being
eligible offers herself for reappointment.
BOARD MEETING
During the year under review, the Board of Directors of the Company met 8 (Bight) times
on 30th May 2024, 22nd June 2024, 31st August, 2024, 10th
October 2024 ,15th November 2024, 19th December 2024, 20th
January 2025 and 7th February, 2025 to discuss and approve various matters. The
gap between two consecutive meetings was not more than one hundred and twenty days as
provided in Section 173 of the Act.
COMMITTEE OF BOARD
Board of Directors, in line with the requirements of the Act, has formed various
committees, details of which are given hereunder.
A. AUDIT COMMITTEE
The Company has formed Audit Committee in line with the provision Section 177 of the
Companies Act 2013. Audit Committee is generally held for the purpose of recommending the
half yearly and yearly financial results. Additional meeting is held for the purpose of
reviewing the specific item included in terms of reference of Committee. During the year
under review, Audit Committee met 05 (Five) times on 30th May 2024, 22nd
June 2024, August 31, 2024, 15th November 2024 and 07th February
2025.
The Composition of the Committee as on 3 lvr March, 2025 is as follows:-
| Name |
Designation |
| Ms. Chanchal Nuwal |
Chairman |
| Mrs. Rachana Upadhyay |
Member |
| Mr. Vishal Jain** |
Member |
** Mr. Vishal Jain has resigned from the post of Independent Director w.e.f 28.05.2025,
the Company appointed Mr. Satish Heda as the additional Director and member of the Audit
Committee w.e.f. 01.09.2025.
B STAKKHOjJlKR'S RELAXIQNSHIP COMMITTEE
The Company has constituted Stakeholder's Relationship Committee mainly to focus on the
rcdrcssal of shareholders' / Investors' Grievances, if any, like Transfer / Transmission /
Dcmat of Shares; Loss of Shares Certificates; Non receipt of Annual Report; etc.
The Composition of the Committee and the details of meeting attended by its members are
given below:
| Name |
Designation |
| Mr. Vishal Jain * |
Chairman |
| Ms. Rachana Upadhyay |
Member |
| Ms. Chanchal Nuwal |
Member |
During the year under review 1 meeting held on 07.02.2025
** Mr. Vishal Jain has resigned from the post of Independent Director w.e.f 28.05.2025,
the Company appointed Mr. Satish Heda as the additional Director and member of the
Stakeholders Relationship Committee w.e.f. 01.09.2025.
C NOMINATION & REMUNERATION COMMITTEE
The Company has formed Nomination and Remuneration Committee in line with the
provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration
Committee meeting arc generally held for identifying the persons who arc qualified to
become Directors and may be appointed in senior management and recommending their
appointments and removals.
During the year under review, Nomination and Remuneration Committee met 5 (Five) time
on 30th May 2024, 31st August 2024, 10:h October, 2024,
15th November, 2024, and 20th January, 2025. The Composition of the
Committee is as follows:-
| Name |
Designation |
| Mr. Vishal Jain* |
Chairman |
| Mrs. Rachana Upadhyay |
Member |
| Ms. Chanchal Nuwal |
Member |
** Mr. Vishal Jain has resigned from the post of Independent Director w.e.f.
28.05.2025, the Company appointed Mr. Satish Heda as the additional Director and member of
the Nomination and Remuneration Committee w.e.f. 01.09.2025.
STATUTORY AUDITORS
M/s. Nenawati and Associates, Chartered Accountants, Udaipur having Firm Registration
No. 002148C hold(s) office as the Statutory Auditors of the Company until the conclusion
of the ensuing Annual General Meeting and proposed to recommend their appointmcnt/rc-
appointment at the 10th Annual General Meeting for a period of 1 year from the
conclusion this 10th Annual General Meeting till the conclusion of 11th
Annual General Meeting in terms of Section 139, 141, 142 and other appliaible provisions,
if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014.
OBSERVATIONS OF THE STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
QN 31st MARCH, 2Q2S AND BOARD S COMMENTS THERETO;
The Auditor's report has expressed qualified opinion on three points of the financial
statements as under and the Directors comments thereto are stated hereunder:
1. The Company has not made a provision for expected credit loss in respect of trade
receivables amounting to ^76897418, which is not in compliance with Ind AS 109 - Financial
Instruments. In our opinion, had the Company made such provision, the total expenses would
have increased and the profit before tax would have decreased by ^ 76097410 for the year
ended 31st March 2025 Accordingly, trade receivables and equity as at 31st March 2025 are
overstated by the same amount
Directors Reply:- The management is of the view that these receivables are recoverable
in due course and hence, no provision has been made. The Company is in the process of
obtaining further confirmations and undertaking recovery actions. Consequently, the
provision for expected credit losses, if any, will be recognized once adequate information
is available.
2. The Company has not provided for interest payable to micro and small enterprises (as
defined under the Micro, Small and Medium Enterprises Development Act, 2006) on delayed
payments as required under Section 16 of the said Act. As informed to us, the management
has not determined the amount of such interest liability and hence no provision has been
made in the financial statements for the year ended 31st March 2025.Had the Company
provided for such interest, the profit for the year would have been lower by the said un
ascertained amount and the corresponding liability under current liabilities would have
increased by a similar amount
Directors Reply:- Your board of Directors comments on the qualification that your
Company has not provided provision of interest payable to MSME creditors, the management
will take care about the qualification.
3. The Company has not made provision for gratuity liability in accordance with the
requirements of Ind AS 19 - Employee Benefits. As per the information and explanations
given to us, the management has not conducted any actuarial valuation for gratuity
obligations as at the year-end. Consequently, we are unable to determine the impact of
such non-provision on the financial statements for the year ended 31st March 2025.
Directors Reply:- Your board of Directors comments on the qualification that the
management will take care about the qualification in respect to the Provision of Gratuity
for the benefit of employees.
SECRETARIAL AUDITOR
The Board of Directors of the Company on recommendation of Audit Committee of Directors
proposed to appoint CS Mr. Mohit Vanawat, Proprietor of M/s Mohit Vanawat &
Associates. Practicing Company Secretary. Udaipur as the Secretarial Auditor of the
Company to hold office from the FY 2025-26 to FY 2029-2030, subject to the approval of the
members at the ensuing AGM.
Section 204 of the Companies Act, 2013 intcr-alia requires classes of companies to
annex with its Board Report, a secretarial audit report provided by the company secretary
in practice in the
prescribed format The secretarial audit report as provided by Mr. Mohit Vanawat,
Practicing Company Secretary for the FY 2024-25 is annexed to this Report as Annexure C.
There are no Qualifications, reservations/observations in the said Report.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from each Independent Directors of the
Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of
the Company meet with the criteria of their Independence as laid down in Section 149(6).
LOAN. GUARANTEES OR INVESTMENT
The Company has neither given any Loan under Section 186 of the Companies Act, 2013,
nor has given any Guarantee and also not made any Investments falling within the purview
of Section 186 of the Companies Act, 2013 during the Financial Year.
DEPOSITS
The Company has not accepted or renewed any fixed deposits during the year under
review. RELATED PARTY TRANSACTIONS
All the transactions with related parties have been entered on arm's length basis and
in the ordinary course of the business. The Company has complied with all the applicable
provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in this regards. There is no materially significant related party
transactions with Promoters, Directors, Key Managerial Personnel or other persons which
may have a potential conflict with the interest of the Company at large. During the year,
the Company has not entered into any related party transactions under the section 188 of
the Companies Act, 2013.
There was no related party transaction during the year under review except in the
ordinary course of business and at the Arm's length basis. Form AOC-2 as prescribed under
section 134(3)(h) of the Companies Act, 2013 is enclosed as Annexure A.
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANCE EARNINGS AND OUTGO
A Statement giving details of conservation of energy, technology absorption, foreign
exchange earnings and outgo in accordance with the Rule 8(3) of the Companies (Accounts)
Rules, 2014 is enclosed as Annexure - B.
EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014 a copy of Annual Return is uploaded
on the website of the Company at www.shivaexport.in.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have occurred between the end of financial year of
the company and the date of this report affecting the financial position of the Company as
at March 31, 2025.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSO_LyENCY_AN.P BANKRUPTCY COD.EI_2_0_16_{3.1 Q.F_20_16)_DJJ.RING_TH.E_YEAR
ALQNGVV1TH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 [31 of 2016} during the year alongwith their
status as at the end of the financial year is not applicable.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In pursuance of Section 177 [9) of the Companies Act,2013 and the SEB1 [Listing
Obligations and Disclosure Requirements} Regulations, 2015, the Company has in place a
Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine
Concern.
RISK MANAGEMENT
The Company has devised proper system to identify the risks involved in the business of
the company. There is system to mitigate the risk involved in the business of the company
using the internal controls of the company and necessary steps to reduce the risk factors
involved in the business of the company were taken from time to time.
DETAILS OF SUBSIDIARY, ASSOCIATE COMPANY
The Company does not have any subsidiary, joint venture & associate company.
CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to Corporate Social Responsibility [CSR} arc not applicable to
the Company during the year under review hence there is no requirement to comply with
Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility} Rules 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.'
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c} of sub-section (.?}
of Section 134 of the Companies Act 2013, the Board of Directors of the Company hereby
state and confirms that:
(a} In the preparation of the Annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) They have 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
and loss of the company for that period;
(c) They have 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;
(</} They have prepared the Annual Accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
(f) The Company has used the Company has used accounting software for maintaining its
books of account, which have a feature of recording audit trail (edit log} facility,
however the same has not operated throughout the year for all relevant transactions
recorded in the respective software.
DISCLOSURES UNDER SEXUAL HARASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ?
REDRESSAL) ACT. 2013
The Company has in place an Anti-Sexual harassment Policy, in line with the
requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act 2013. The Company has set up an Internal Complaints Committee to redress
complaints received regarding sexual harassment No Complaints were received during the
year under review.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
FINANCIAL STATEMENTS
The Company is having adequate Internal Financial Control with reference to the
Financial Statements.
ACKNOWLEDGEMENT
Directors wish to express their grateful appreciation for assistance and co-operation
received from various Departments during the year under review. Your Directors also wish
to place on record their appreciation for the committed services of all the associates,
vendors of the Company.
|
For and on Behalf of the Board of Directors of |
|
|
SHIVA GRANITO EXPORTS LIMITED |
|
|
Sd/- |
Sd/- |
|
Rachna Upadhyay |
Abhinav Upadhyay |
| Place: Udaipur |
Director |
Managing Director |
| Date: 01.09.2025 |
(DIN:07617468) |
(DIN:01858391) |
|