To,
The Members of
Shri Venkatesh Refineries Limited
Your directors have pleasure in presenting the 23rd Annual
Report and Audited Statement of Accounts for the year ended 31st March 2025.
1) Financial Summary or Performance of the Company :
The Financial result as above :
| PARTICULARS |
YEAR ENDED 31.03.2025 |
YEAR ENDED 31.03.2024 |
| Net Sales |
70,164.21 |
57,522.88 |
| Other Income |
74.83 |
40.28 |
| Total Revenue |
70,239.04 |
57,563.15 |
| Less: Expenses |
67,793.19 |
55,521.92 |
| Profit / Loss before Taxation |
2,445.85 |
2,041.24 |
| Less : Provision for Taxation |
583.51 |
527.45 |
| Provision for Deferred Tax |
54.47 |
11.16 |
| Profit after Taxation |
1,807.87 |
1,502.63 |
2) Details of Company Affairs
Your company has achieved a total income of 70,164.21 lakhs during the
year under review as against 57,522.88 lakhs in the previous financial year. The net
profit after tax of the company for the year under review is 1,807.87 lakhs as against
1,502.63 lakhs for the previous year.
Future Outlook:
Your Company is BSE listed entity and aims to provide even more better
service and it will have more market visibility and shall help in the growth of the
Company. Your Company has a robust and sustainable business model and is confident of the
medium to long-term growth prospects in edible oils such as Soya oil, Sunflower oil, Palm
oil and other seasonal oil as per consumer requirement. Your Company's businesses
will continue to register healthy growth in revenue and margins. Your Company is taking
all necessary steps to utilize manufacturing capacity, energize human resource asset,
drive cost efficiency and improve margins. Your Company is positive on better financial
and strategic performance outcomes in the current year
3) Transfer to Reserves :
The Company has transferred Rs. 1586.68 Lakhs to Reserves for the
financial year 31st March, 2025 as per Audited financial statements.
4) Change in nature of business :
There is no change in nature of business during the financial period.
5) Share Capital :
I) Authorised Capital
During the year, Company's Authorised Capital is Rs 60,00,00,000
(Rupees Sixty Crores) divided into
6,00,00,000 Equity shares of Rs. 10/- (Rupees ten) each.
II) Paid Capital :
The Company's issued, subscribed & paid up Capital is Rs.
22,11,93,280 /- (Rupees Twenty Two Crores Eleven Lakhs Ninety Three thousand Two hundred
and Eighty only) divided into 2,21,19,328 (Two crores Twenty One lakhs Nineteen thousand
Three hundred and Twenty Eight) Equity shares of Rs.10/- (Rupees ten).
6) LISTING OF THE SHARES
The Equity Shares of the Company are presently listed at BSE Ltd.
Further the Company has paid listing fees to BSE Ltd. for the year 2024-2025.
7) Dividend :
The Board has recommended 10% dividend on face value of 10/- each as
final dividend for the Financial Year 2024-25. The Dividend Distribution Policy, in terms
of Regulation 43A of the SEBI Listing Regulations is available on the Company's
website on www.richsoya.in
8) Material Changes during Financial Year :
There have been no material changes and commitments, if any affecting
the financial position of the company which have been occurred between the ends of the
financial year of the company to which the financial statements relates and the date of
report.
9) Deposits :
The Company has not invited/ accepted any deposits from the public
during the year ended 31st March 2025. There were no unclaimed or unpaid
deposits as on 31st March 2025.
10) Holding & Subsidiary Company :
As on 31st March 2025, the Company does not have any
subsidiary. Neither the Company is subsidiary of any holding company.
11) Extract of Annual Return :
The Form No. MGT-9 for FY 2024-25 is uploaded on the Company's
website.
12) Statutory Auditor & Audit Report :
M/s. JOSHI & SHAH, Chartered Accountants, shall act as
Statutory Auditors of the Company to hold office till the conclusion of the Annual General
Meeting of the Company to be held in the calendar year 2029.
The Statutory Auditor have submitted their Audit Report which contains
no Qualification. The observation made in the Auditor's Report are self-explanatory and do
not call for any further comments u/s. 143(3)(f) of the Companies Act, 2013.
13) Disclosure regarding Issue of Equity Shares with Differential
Rights :
Company has not issued Equity shares with Differential voting Rights
till the date.
14) Disclosure regarding issue of Employee Stock Options :
Company has not issued Employee stock options to any of its employee
till the date from incorporation of the company.
15) Disclosure regarding issue of Sweat Equity Shares :
Company has not issued Sweat Equity shares to any of its employee,
directors or managers till the date from incorporation of the company.
16) Number of Meeting of the Board:
The Board meets at regular intervals to discuss and decide on
Company's business policy and strategy apart from other Board business. During the
Financial year 2022-23, The Board met 7 times during the Financial Year 2024-25 on :
| Sr. Nos |
Date of Board Meeting |
No. of Director's Present |
| 1. |
18.04.2024 |
7 |
| 2. |
29.05.2024 |
7 |
| 3. |
20.08.2024 |
6 |
| 4. |
06.09.2024 |
7 |
| 5. |
14.11.2024 |
6 |
| 6. |
27.12.2024 |
5 |
| 7. |
25.03.2025 |
7 |
Notices of the meeting with the agenda along with necessary details
were sent to the Directors in time. The data of attendance record of the Directors at the
Board Meetings held during the Financial Year ended on March 31, 2025. The attendance of
the Director at the above-mentioned board meeting is listed below:
| Name |
Designation |
No. of Meetings held |
No. of attended |
Meetings |
| Dinesh Ganapati Kabre |
Managing Director |
7 |
7 |
|
| Anil Ganpati Kabre |
Whole Time Director |
7 |
7 |
|
| Shantanu Ramesh Kabre |
Whole Time Director |
7 |
7 |
|
| Prasad Dinesh Kabre |
Whole Time Director |
7 |
7 |
|
| Anisha Pandey |
Independent Director |
6 |
6 |
|
| Sushmita Lunkad |
Independent Director |
6 |
6 |
|
| Yogesh Nandi |
Independent Director |
5 |
5 |
|
17) Details of Directors or Key Managerial Personnel:
During the year under review, Following are the changes in the
Management of the Company : In accordance with the provisions of section 152 of the act,
Mr. Anil Kabre director retires by rotation at the forthcoming annual General meeting and,
being eligible offers himself for re-appointment. The Board recommends his re-appointment
for the consideration of the members of the Company at the forthcoming annual General
meeting. Brief profile of Mr. Anil Kabre has been given in the notice convening the annual
General meeting.
18) Corporate Social Responsibility :
In accordance with the provisions of Section 135 of the Companies Act,
2013 and rules framed there under, your Company has a Corporate Social Responsibility
(CSR) Committee of Directors duly constituted, comprising Mrs. Anisha Pandey (Chairman),
Ms Sushmita Lunkad and Mr. Yogesh Nandi and framed Policy for CSR indicating the
activities to be undertaken by the Company. The Company contributes progressively to the
socio-economic and environmental advancement of the planet with ‘Corporate Social
Responsibility' ("CSR") at the very core of its existence. To meet its
goals, the Company drives its corporate social responsibility agenda through its CSR arm.
The CSR Committee has formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the
Company as specified under Schedule VII of the Act, which has been approved by the Board.
The CSR Policy may be accessed on the Company's website at
http://richsoya.in/storage/documents/investor/policies/csr-policy-648972424e41f.pdf The
annual report on CSR showing initiatives undertaken by the Company during the year under
review containing particulars as specified under Section 135 of the Companies Act, 2013
read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
as per Annexure-V to the Reports.
19) Directors Responsibility Statement:
Pursuant to the requirement under section 134(3)(C) of the Companies
Act, 2013 with respect to
Directors' Responsibility Statement, and as prescribed under
section 134(5) of the Companies Act,
2013 it is hereby confirmed that:
(i) In the preparation of the annual accounts for the financial year
ended 31st March, 2025, the applicable accounting standards had been followed
along with proper explanation relating to material departures; (ii) 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 as at 31st March 2025 and of the profit and loss of
the company for that period; (iii) The directors had taken proper and sufficient care for
the maintenance of adequate accounting records in accordance with the provisions of the 21
Companies Act, 2013 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities; (iv) The directors had prepared the annual
accounts on a going concern basis; and
(v) The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and (vi) 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.
20) Declaration by Independent Directors :
The Company has received the necessary declaration from each of the
independent directors confirming that he/she meets the criteria of independence as laid
out in Section 149(6) of the Companies Act, 2013 read with the schedules and rules made
thereunder and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the
Board, the Independent Directors fulfil the conditions specified in the Listing
Regulations and in the Companies Act, 2013.
21) Company's Policy on Directors' Appointment and
Remuneration including Criteria for determining qualifications, Positive Attributes,
Independence of a Director and other matters provided Under Sub-Section (3) of Section 178
:
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act,
2013, the Policy on appointment of Board, the Board has formulated Policies on Directors'
appointment and remuneration. This Policy includes criteria for selection of Directors,
determining their qualifications, positive attributes, remuneration and independence of
Directors, evaluation process for performance of Directors, key evaluation criteria and
other matters. the directors were satisfied with the evaluation results, which reflect the
overall engagement of the Board and its Committees and on the basis of the report of the
said evaluation, the present term of appointment of Independent directors shall be
continued with the Company.
22) Particulars of Loans, Guarantees or Investments under Section 186 :
The Particulars of loans, guarantees or investments pursuant to Section
186 of the Companies Act, 2013 are provided in the notes to the financial statements.
23) Particulars of Employee:
None of the employee has received remuneration exceeding the limit as
stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
24) Details in respect of adequacy of Internal Financial controls with
reference to the Financial Statements pursuant to Rule 8 (5) (viii) of Companies
(Accounts) Rules, 2014.
The Company has in place adequate internal financial controls with
reference to financial statements. All the transactions are properly authorized and
recorded. The Company is following all the applicable Accounting Standards for properly
maintaining the books of accounts and reporting in financial statements. The Internal
Audit is conducted by outside auditing firms which evaluate the functioning and quality of
internal controls and check; and provides assurance of its adequacy and effectiveness. The
Internal Audit Reports are actively reviews by the Audit Committee and adequate remedial
measures, if any, are taken. The Internal Audit Reports are also reviews by the Board of
Directors periodically. During the year, no reportable material weaknesses in the design
or operations were observed.
25) Significant and Material Orders passed by the Regulators or Courts
or Tribunals impacting the
Going Concern Status and Company's operations in future :
During the year under review there has been no such significant and
material orders passed by the regulators or courts or tribunals impacting the going
concern status and company's operations in future.
26) Related Party Transactions :
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
on an arm's length basis. Related party transactions attached as per AOC-2.
27) Secretarial Audit Report :
The Board, pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, had appointed on 06th September 2024 as the Secretarial Auditors of the
Company to conduct the Secretarial Audit as per the provisions of the said Act for the
Financial Year 2024-25. The Secretarial Audit Report for the FY 2024-
25 is annexed to this Directors' Report.
28)Audit Committee :
The Company has constituted audit committee. All recommendations of
Audit Committee were accepted by the Board of Directors The Audit Committee as on March
31, 2025 comprises of the following Directors: .
a) Anisha Sheshnath Pandey
b) Sushmita Swarup Lunkad
c) Yogesh Sanjeev Nandi
29) Cost Auditors :
The Board of Directors has re-appointed M/s. S. C. Mawalankar &
Associates (FRN No. 100229) Cost Accountants, as the Auditors of the Cost records of
the Company for the Financial Year 2024-25.
Also the Board of Directors of the company are authorize to fix their
remuneration."
30) Statement Indicating the Manner in which Formal Annual Evaluation
has been made by the Board of its own Performance, its Directors, and that of its
Committees:
Since the paid up capital of the company is less than 25 Crores, this
clause is not applicable to the company.
31) Nomination & Remuneration Committee Policy :
The Company has constituted Nomination and Remuneration committee. The
Nomination and Remuneration committee as on March 31, 2025 comprises of the following
Directors:
a) Anisha Sheshnath Pandey
b) Sushmita Swarup Lunkad
c) Yogesh Sanjeev Nandi
This Policy includes criteria for selection of Directors, determining
their qualifications, positive attributes, remuneration and independence of Directors,
evaluation process for performance of Directors, key evaluation criteria and other
matters.
32)Disclosure on Establishment of a Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed
and adopted a Whistle Blower Policy. The policy enables the employees to report instances
of unethical behaviour, actual or suspected fraud or violation of Company's Code of
Conduct to the management. Further the mechanism adopted by the Company encourages the
Whistle Blower to report genuine concerns or grievances and provide for adequate
safeguards against victimization of the Whistle Blower who avails of such mechanism and
also provides for direct access to the Chairman of the Audit Committee in exceptional
cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to
time. No whistle blower has been denied access to the Audit Committee of the Board. The
Whistle Blower Policy/Vigil Mechanism is available on the website of the Company.
33)Disclosures under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal ) Act, 2013 :
As required by Sexual Harassment of Women at Workplace (Prevention,
Prohibition &Redressal) Act, 2013, the company has formulated and implemented a policy
on prevention of sexual harassment at workplace with a mechanism of lodging complaints.
It's Redressal for the benefit of its employees, during the year under review no
complaints were reported to the board. There were no incidences of sexual harassment
reported during the year under review, in terms of the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
34) Fraud Reporting (Required by Companies Amendment Bill, 2014) :
Their are no such fraud which need to be been reported to the Audit
Committee.
35) Risk Management Policy :
The Company has formulated the Risk Management Policy which indicates
Company's standards for risk taking while conducting business and to provide an
easy-to-access guide any time you have a question. The Risk Management Committee will
currently cover Market Risk, Credit Risk, Process Risk and other risks as detailed in
these documents. Each risk is covered within this Policy. This Policy will apply across
all products, throughout the firm.
36)Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo:
As required by the Companies (Accounts) Rules, 2014, the relevant
information pertaining to conservation of energy, technology absorption, foreign exchange
earnings and outgoings respectively, is given in the Annexure to this Report.
37) Corporate Governance
The Company being listed on the BSE SME Platform is exempted from
provisions of corporate governance as per Regulation 15 of SEBI (Listing Obligation
disclosure requirements) Regulations, 2015. Hence no Corporate Governance Report is
required to be disclosed with Annual Report. It is pertinent to mention that the Company
follows majority of the provisions of the corporate governance voluntarily.
38) Appreciation :
The members of the Board of Directors wish to place on record their
sincere appreciation for the devoted services rendered by all the employees and the
continued co-operation and confidence of shareholders. The Board expresses their sincere
thanks to the Bankers, Government and Semi-Government Authorities, Esteemed Customers,
Suppliers, Business Associates and all otherwell wishers for their consistent contribution
at all levels to ensure that the Company continues to grow and excel.
|