To,
The Members,
Scarnose International Limited
Your Directors present the 14th Board's Report on the Business and
Operations of the Company together with the Audited Financial Statement and the Auditor's
Report for the Financial Year ended on 31st March, 2025.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial Year ended on 31st
March, 2025 is summarized as below:
(Rs. in Lakhs)
| Particulars |
2024-25 |
2023-24 |
| Revenue from Operations |
1210.16 |
1386.34 |
| Other Income |
17.23 |
28.04 |
| Total Revenue |
1227.39 |
1414.38 |
| Total Expenses |
1203.02 |
1414.03 |
| Profit / Loss before Depreciation, Exceptional and Extra Ordinary Items
and Tax Expenses |
26.28 |
2.29 |
| Less: Depreciation / Amortization / Impairment |
0.95 |
0.97 |
| Profit / Loss before Exceptional and Extra Ordinary Items and Tax
Expenses |
25.33 |
1.32 |
| Add / Less: Exceptional and Extra Ordinary Items |
- |
- |
| Profit / Loss before Tax Expenses |
25.33 |
1.32 |
| Less: Tax Expense |
- |
- |
| Current Tax |
6.37 |
0.5 |
| Short/Excess provision for previous year |
- |
- |
| Deferred Tax |
-0.15 |
-0.11 |
| Profit / Loss for the Period |
19.1 |
0.93 |
| Earnings per share (Face value Rs.10/-) Basic & Diluted (In Rupees) |
0.61 |
0.03 |
2. OPERATIONS:
Total revenue for Financial Year 2024-25 is Rs.1227.39 lakhs compared to the revenue of
Rs. 1414.38 lakhs of previous Financial Year. The Company has incurred Profit before tax
for the Financial Year 2024-25 of Rs. 25.33 Lakhs as compared to profit of Rs.1.32 Lakhs
of previous Financial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs19.10
Lakhs as against Net profit after tax of Rs. 0.93 Lakhs of previous Financial Year. The
Directors are continuously looking for the new avenues for future growth of the Company
and expect more growth in the future period.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year under review, the Company has amended its Memorandum of Association by
inserting a new object clause to broaden its business activities. The newly inserted
object clause enables the Company to carry on the business in India or elsewhere of
manufacturing, trading, warehousing, clearing and forwarding agent, purchasing and selling
agent, marketing, export, import, brand establishment or otherwise manufacturing, dealing,
trading, re-sales in bulk drugs like all general API, oncology, beta lactam antibiotics,
cephalosporins, vaccines, fermentation biotech synthetic products and its intermediates,
cosmetics and pharmaceutical formulation of finished formulation of solid dosage form like
tablets, capsules, ORS, dry powder, liquid syrups, pallets etc., and liquid dosage form
like all IV preparations, ampoules, vials, dry powder, eye drops etc and semi solid dosage
form like creams, pests, emulsions, ointments and gels etc., and personal hygiene
products, baby care products, cleaning products, disinfectants and sanitizing products,
deodorizing products other segments like fertilizers, agriculture farming products,
chemicals and solvents relates to pharma, ayurvedic, allopathic, unani, homeopathic,
herbal, in any such other form for human, animal and agriculture.
The object clause has been expanded to include products for both human and animal
healthcare, as well as agricultural and farming solutions, such as fertilizers and
chemicals, in various forms like solid dosage forms, liquid preparations, semi-solid
formulations, and personal care products. The inclusion of these new business areas aligns
with the Company's growth strategy and long-term vision to diversify its portfolio,
especially in the pharmaceutical, healthcare, and consumer goods sectors.
The alteration to the object clause was duly approved by the shareholders through a
Special resolution passed at the Extraordinary General Meeting (EGM) held on 12th
December,2024.
4. SHARE CAPITAL:
a. AUTHORISED SHARE CAPITAL:
The Authorised Share Capital of the Company as on 31st March, 2025 is Rs.
5,50,00,000/- (Rupees Five Crores Fifty Lakhs Only) divided into 55,00,000 (Fifty-Five
Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only).
During the year, the Company has increased it Authorised capital from Rs. 3,50,00,000/-
(Rupees Three Crores Fifty Lakhs only) divided into 35,00,000(Thirty Five Lakhs) Equity
shares of Rs. 10/- each to Rs. 5,50,00,000/- (Rupees Five Crores Fifty Lakhs Only) divided
into 55,00,000 (Fifty Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each of the
Company, consequent upon alteration of Memorandum of Association of the Company which was
approved in Extra-Ordinary General Meeting of the Company held on 12th
December, 2024.
b. PAID-UP SHARE CAPITAL:
The Paid up Equity share capital of the Company as on 31st March, 2025 is
Rs. 3,15,01,500/- (Rupees Three Crores Fifteen Lakhs One Thousand and Five hundred only)
divided into 31,50,150 (Thirty One Lakh Fifty Thousand One Hundred and Fifty ) equity
shares of Rs. 10/- (Rupees Ten Only).
5. DIVIDEND:
To conserve the resources for future prospect and growth of the Company, your directors
do not recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining
unpaid or unclaimed for a period of seven years shall be transferred to the Investor
Education and Protection Fund (“IEPF”). During the year under review, there was
no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a
period of seven years from the date of transfer of such unpaid dividend to the said
account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.
7. TRANSFER TO RESERVES:
The Profit of the Company for the Financial Year ending on 31st March, 2025
is transferred to profit and loss account of the Company under Reserves and Surplus.
8. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as
on March 31, 2025 is available on the Company's website at www.scarnose.in
9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There is no significant material orders passed by the Regulators or Courts or T
ribunal, which would impact the going concern status of the Company and its future
operation.
10. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the
Companies Act, 2013, to the best of their knowledge and belief the Board of Directors
hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st
March, 2025 the applicable accounting standards have been followed and there are no
material departure from the same;
b. 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 financial year and of the
Profit of the Company for the financial year ended on 31st March, 2025.
c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. The Directors had prepared the Annual Accounts on a going concern basis;
e. 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
f. 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.
11. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not applicable to Company
as the Company does not fall under the criteria limits mentioned in the said section of
the Act.
Hence, the Company has not taken voluntary initiative towards any activity mentioned
for Corporate Social Responsibility.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral
part of this Report, and provides the Company's current working and future outlook as per
Annexure - I.
13. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY. ASSOCIATE COMPANY AND IOINT VENTURES:
The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.
14. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with
the same.
15. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:
The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations.
The Board sought the feedback of Directors on various parameters including:
• Degree of fulfillment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.);
• Structure, composition, and role clarity of the Board and Committees;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management;
• Board / Committee culture and dynamics; and
• Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on November 11, 2024.
The Chairman of the Board had one-on-one meetings with each Independent Director and
the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive,
Non-Independent Directors. These meetings were intended to obtain Directors' inputs on
effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking
into account the views of Executive Directors and Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the
meeting of Nomination and Remuneration Committee, the performance of the Board, its
committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards
of the Company, the resilience of the Board and the Management in navigating the Company
during challenging times, cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management, and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities
and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that
of its committees and individual directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board
as a whole was carried out by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation process covering various
aspects of the Board functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of the Directors individually as well as evaluation of the working
of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
• Knowledge
• Professional Conduct
• Comply Secretarial Standard issued by ICSI Duties
• Role and functions
b) For Executive Directors:
• Performance as leader
• Evaluating Business Opportunity and analysis of Risk Reward Scenarios
• Key set investment goal
• Professional conduct and integrity
• Sharing of information with Board.
• Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
16. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with reference to
financial statement across the organization. The same is subject to review periodically by
the internal audit cell for its effectiveness. During the financial year, such controls
were tested and no reportable material weaknesses in the design or operations were
observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their
expressed opinion forms part of the Independent Auditor's report.
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitized and embedded in the business processes. -
Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control self-assessment, continuous monitoring by functional experts.
We believe that these systems provide reasonable assurance that our internal financial
controls are designed effectively and are operating as intended.
During the year under review, no reportable material weakness was observed.
17. REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has
reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Board's Report.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT.2013:
During the year under review the Company has not given any loan to any person or other
body corporate, not given any guarantee or provided any security in connection with a loan
to any other body corporate or person and not acquired by way of subscription, purchase or
otherwise, the securities of any other body corporate under section 186 of the Companies
Act,2013.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review, there were no contracts or arrangements made with related
parties as defined under Section 188 of the Act.
20. MANAGING THE RISKS OF. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
a) Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Company's Code of Conduct or Ethics Policy.
b) Business Conduct Policy:
The Company has framed “Business Conduct Policy”. Every employee is required
to review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the Policy. The objective of the Policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.
21. RESERVES & SURPLUS:
(Amount in Lakhs)
| Sr. No. Particulars |
Amount |
| 1. alance at the beginning of the year |
64.25 |
| 2. Lirrent Year's Profit / (Loss) |
19.10 |
| 3. ther Comprehensive Income |
- |
| 4. mount of Securities Premium and other Reserves |
575.88 |
| 5. ther Adjustment |
-2.35 |
| Total |
656.88 |
22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Conservation of Energy: Energy conservation is important for the company and therefore
energy conservation measures are undertaken wherever practicable in its plant and attached
facilities. The
Company is making every effort to ensure the optimal use of energy, avoid waste and
conserve energy by using energy efficient equipment's with latest technologies.
Technology absorption: The Company continuous to use the latest technologies for
improving the productivity and quality of its services and products.
There were no foreign exchange earnings or outgo during the year under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
| Foreign exchange earnings and outgo |
F.Y. 2024-25 |
F.Y. 2023-24 |
| a. Foreign exchange earnings |
Nil |
Nil |
| b CIF value of imports |
Nil |
Nil |
| :. Expenditure in foreign currency |
Nil |
Nil |
23. PARTICULARS OF EMPLOYEES:
A statement containing the names and other particulars of employees in accordance with
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 is appended
as Annexure-II to this report.
The information required under Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.
Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013,
the Reports and Accounts are being sent to the Members excluding such information.
However, the said information is available for inspection by the Members at the Registered
Office of the Company during business hours on working days of the Company up to the date
of ensuing AGM.
24. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not availed any loan from its directors
or their relatives.
25. DIRECTORS AND KEY MANAGERIALPERSONNEL:
i) Composition of the Board of Directors of the Company as on 31st March,
2025 are summarized below as on below:
| Sr. No. Name |
Designation |
DIN |
| 1 Shraddha Dev Pandya2 |
Managing Director |
09621935 |
| 2. Maharshi Jigar Pandya 2 |
Non-Executive Non-Independent Director |
09621936 |
| 3. Manish Shrichand Bachani4 |
Non-Executive Independent Director |
08013906 |
| 4. Drashtiben Prafulbhai Dedaniya |
Non-Executive Independent Director |
10219807 |
| 5. Kunjal Jayantkumar Soni5 |
Non-Executive Independent Director |
08160838 |
| 6. Dev Dineshbhai Pandya3 |
Executive Director |
07905073 |
| 7. Jigar Dineshkumar Pandya3 |
Executive Director |
07905076 |
| 8. Vimalkumar Mishrilal Shah1 |
Managing Director |
03011067 |
1 Mr. Vimalkumar Mishrilal Shah (DIN:03011067) has tendered his resignation as Managing
Directior of the Company w.e.f. 23rd May,2024.
2 Ms. Shraddha Dev Pandya appointed as Managing Diretor and Ms. Maharshi Jigar Pandya
appointed as Non -Executive Director w.ef. 28th May,2024.
3 Mr. Dev Dineshbhai Pandya and Mr. Jigar Dineshkumar Pandya has resigned as Executive
Directors w.e.f 30th May,2024.
4 Mr. Manish Shrichand Bachani appointed as Non-Executive Independent Director w.e.f 10th
October,2024.
5 .Mr. Kunjal Jayantkumar Soni has tendered his resignation as Non-Executive
Independent Director w.e.f 10th October,2024
ii) Details of Key Managerial personnel as on 31st March, 2025:
| Sr. No. Name of KMP |
Designation |
| 1. Ashvinbhai Gopalbhai Donga2 |
Chief Financial Officer |
| 2. Heli Jitendrabhai Modi1 |
Company Secretary |
1. Ms. Heli Jitendrabhai Modi appointed as Company Secretary w.e.f 1st
May,2024.
2. Mr. Ashvinbhai Gopalbhai Donga appointed as Chief Financial Officer w.e.f 28th
May,2024.
26. MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals at least once in a quarter with
the gap between two meetings not exceeding 120 days to take a view of the Company's
policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 13(Thirteen) times viz. 2nd
April,2024, 1st May, 2024, 20th May, 2024, 22nd May,
2024, 28th May,2024, 2nd July,2024, 26thJuly,2024, 10th
October,2024, 14th October,2024, 25th October,2024, 12th
November,2024, 20th December, 2024, 20th February, 2025.
Names of the Directors on the Board, their Attendance in the Board Meeting, % of
attendance and Attendance in last Annual General Meeting during the year 2024-25 is given
below:
|
Name of Director |
| No. of Board Meeting held & attende d during 2024-25 |
Shradd ha Dev Pandya |
Mahars hi Jigar Pandya |
Manish Shricha nd Bachani |
Drashtib en Prafulbh ai Dedaniya |
Kunjal Jayantkum ar Soni |
Dev Dineshbh ai Pandya |
Jigar Dineshkum ar Pandya |
Vimalkum ar Mishrilal Shah |
| 02-04 2024 |
NA |
NA |
NA |
Yes |
Yes |
Yes |
Yes |
Yes |
| 01-05 2024 |
NA |
NA |
NA |
Yes |
Yes |
Yes |
Yes |
Yes |
| 20-05 2024 |
NA |
NA |
NA |
Yes |
Yes |
Yes |
Yes |
Yes |
| 22-05 2024 |
NA |
NA |
NA |
Yes |
Yes |
Yes |
Yes |
Yes |
| 28-05- 2024 |
NA |
NA |
NA |
Yes |
Yes |
Yes |
Yes |
NA |
| 02-07 2024 |
Yes |
Yes |
NA |
Yes |
Yes |
NA |
NA |
NA |
| 26-07 2024 |
Yes |
Yes |
NA |
Yes |
Yes |
NA |
NA |
NA |
| 10-10 2024 |
Yes |
Yes |
NA |
Yes |
Yes |
NA |
NA |
NA |
| 14-10 2024 |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
NA |
NA |
| 25-10 2024 |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
NA |
NA |
| 12-11 2024 |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
NA |
NA |
| 20-12 2024 |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
NA |
NA |
| 20-02 2025 |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
NA |
NA |
| Total attended |
8 |
8 |
5 |
13 |
8 |
5 |
5 |
4 |
| % of attendan ce |
100 |
100 |
100 |
100 |
100 |
100 |
100 |
100 |
| Whether attended last AGM held on 25-072025 |
Yes |
Yes |
NA |
Yes |
Yes |
NA |
NA |
NA |
27. DECLARATION BY INDEPENDENT DIRECTORS:
Independent Directors of the Company has confirmed to the Board that they meets the
criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and
qualifies to be an Independent Director and confirms that meets the requirement of
Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.
28. CORPORATE GOVERNANCE:
Your company provides utmost importance at best Governance Practices and are designated
to act in the best interest of its stakeholders. Better governance practice enables the
company to introduce more effective internal controls suitable to the changing nature of
business operations, improve performance and also provide an opportunity to increase
stakeholders' understanding of the key activities and policies of the organization.
In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate
Governance shall not apply in respect of the following class of the Companies.
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net
worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange. Since,
our Company falls in
the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate
Governance shall not apply to the Company and it does not form the part of the Annual
Report for the financial year 202425.
29. DEPOSITS:
During the year under review , the Company has neither accepted nor renewed any
deposits as defined under Section 73 of the Companies Act, 2013.
30. AUDITORS AND THEIR REPORT:
A. Statutory Auditor:
M/s K M Chauhan & Associates, Chartered Accountants, Rajkot, bearing registration
number (FRN: 125924W), were appointed Statutory Auditors of the company at the 13th
Annual General Meeting (AGM) of the Company held on 25th July,2024 to hold
office for 5 years i.e. FY 2024-25 to 2028-29, i.e until the conclusion of the Annual
General Meeting to be held in the year 2029.
The Auditors have also furnished a declaration confirming their independence as well as
their arm's length relationship with your Company as well as declaring that they have not
taken up any prohibited non-audit assignments for your Company. The Audit Committee
reviews the independence of the Auditors and the effectiveness of the Audit Process.
The report of the Statutory Auditor forms part of this Annual Report. The said report
does not contain any qualification, reservation, adverse remark or disclaimer.
B. Secretarial Auditor:
The Board appointed M/s. Gaurav Bachani & Associates, Company Secretaries,
Ahmedabad, to conduct Secretarial Audit for the Financial Year 2024-25. The Secretarial
Audit Report for the Financial Year ended 31st March, 2025 is annexed herewith
marked as Annexure - III to this Report.
C. Internal Auditor:
The Board of directors has appointed M/s. Princy Mehta & Associates, Chartered
Accountants, Rajkot (FRN: 147285W), as the internal auditor of the Company for the
Financial Year 2024- 25. The Internal Auditor conducts the internal audit of the functions
and operations of the Company and reports to the Audit Committee and Board from time to
time.
31. DISCLOSURES
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 2nd April,2024, 22nd May,2024, 28th
May, 2025, 10th October,2024, 25th October,2024, 12th November,2024.
The composition of the Audit Committee and terms of reference are in compliance with
the provisions of Section 177 of the Act. All members of the Committee are financially
literate and have accounting or related financial management expertise.
The Terms of reference broadly includes the following:
(i) the recommendation for appointment, remuneration and terms of appointment of
auditors of the company;
(ii) review and monitor the auditor's independence and performance, and effectiveness
of audit process;
(iii) examination of the financial statement and the auditors' report thereon;
(iv) approval or any subsequent modification of transactions of the company with
related parties;
(v) scrutiny of inter-corporate loans and investments;
(vi) valuation of undertakings or assets of the company, wherever it is necessary;
(vii) evaluation of internal financial controls and risk management systems;
(viii) monitoring the end use of funds raised through public offers and related
matters.
Audit Committee was reconstituted on 2nd April,2024 as under:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Kunjal JayantkumarSoni |
Chairman |
4 |
4 |
| Drashtiben Prafulbhai Dedaniya |
Member |
6 |
6 |
| Jigar Dineshkumar Pandya |
Member |
3 |
3 |
Pursuant to Resignation of Mr. Jigar Dineshkumar Pandya, Audit Committee was
reconstituted on 28th May,2024:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Kunjal JayantkumarSoni |
Chairman |
4 |
4 |
| Drashtiben Prafulbhai Dedaniya |
Member |
6 |
6 |
| Maharshi Jigar Pandya |
Member |
3 |
3 |
Pursuant to Resignation of Mr. Kunjal Jayantkumar Soni, Audit Committee was
reconstituted on 10th October, 2024 as under:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Manish Bachani |
Chairman |
3 |
3 |
| Drashtiben Prafulbhai Dedaniya |
Member |
6 |
6 |
| Maharshi Jigar Pandya |
Member |
3 |
3 |
B. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of members of the Nomination and Remuneration
committee as tabulated below, was held on 2nd April,2024, 1st
May,2024 and 28th May,2024, 10th October,2024.
The composition of the Nomination and Remuneration Committee and terms of reference are
in compliance with the provisions of Section 178 of the Act.
The salient features of the policy and changes therein, if any, along with the web
address of the policy, is www.scarnose.in
The Nomination and Remuneration Policy of the Company contains the guidelines on
Directors' appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters provided under Section
178(3).
Nomination and Remuneration Committee was reconstituted on 2nd April, 2024
as under:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Drashtiben Prafulbhai Dedaniya |
Chairman |
4 |
4 |
| Kunjal JayantkumarSoni |
Member |
4 |
4 |
| Jigar Dineshkumar Pandya |
Member |
3 |
3 |
Pursuant to Resignation of Mr. Jigar Dineshkumar Pandya, Nomination and Remuneration
Committee was reconstituted on 28th May,2024:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Drashtiben Prafulbhai Dedaniya |
Chairman |
4 |
4 |
| Kunjal JayantkumarSoni |
Member |
4 |
4 |
| Maharshi Jigar Pandya |
Member |
1 |
1 |
Pursuant to Resignation of Mr. Kunjal Jayantkumar Soni , Nomination and Remuneration
Committee was reconstituted on 10th October, 2024, as under:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Drashtiben Prafulbhai Dedaniya |
Chairman |
4 |
4 |
| Manish Bachani |
Member |
NA |
NA |
| Maharshi Jigar Pandya |
Member |
1 |
1 |
C. Composition of Stakeholders' Relationship Committee:
During the year under review, meetings of members of the Stakeholders' Relationship
Committee as tabulated below, was held on 2nd April,2024, 28th
May,2024 and 10th October,2024.
Terms of reference, Role and Powers
The Company has adopted terms of reference and role of Stakeholders Relationship
Committee as per Section 178 the Companies Act, 2013 and Regulation 20 read with Part D of
Schedule II of SEBI (LODR) Regulations, 2015.
Role of Stakeholders Relationship Committee:
1.Resolving the grievances of the security holders of the Company including complaints
related to transfer / transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue
of new / duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual
reports / statutory notices by the shareholders of the Company.
Stakeholders' Relationship Committee was reconstituted on 2nd April,2024 as
under:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Drashtiben Prafulbhai Dedaniya |
Chairman |
3 |
3 |
| Kunjal JayantkumarSoni |
Member |
3 |
3 |
| igar Dineshkumar Pandya |
Member |
2 |
2 |
Pursuant to Resignation of Mr. Jigar Dineshkumar Pandya, Stakeholders' Relationship
Committee was reconstituted on 28th May,2024:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Drashtiben Prafulbhai Dedaniya |
Chairman |
3 |
3 |
| Kunjal JayantkumarSoni |
Member |
3 |
3 |
| Maharshi Jigar Pandya |
Member |
1 |
1 |
Pursuant to Resignation of Mr. Kunjal Jayantkumar Soni, Stakeholders' Relationship
Committee was reconstituted on 10th October, 2024 as under:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Drashtiben Prafulbhai Dedaniya |
Chairman |
3 |
3 |
| Manish Bachani |
Member |
NA |
NA |
| Maharshi Jigar Pandya |
Member |
1 |
1 |
32. INDEPENDENT DIRECTOR:
Separate meeting of the Independent Directors of the Company were held on 25th
October,2024 to discuss the agenda items as prescribed under applicable laws. All
Independent Directors have attended the said meeting. In the opinion of the Board, all the
Independent Directors fulfil the conditions of Independence as defined under the Companies
Act, 2013 and SEBI (LODR), 2015 and are independent of the management of the Company.
33. DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI, the shares of the Company are under compulsory demat
form. The Company has established connectivity with both the Depositories i.e., National
Securities Depository Limited and Central Depository Services (India) Limited and the
Demat activation number allotted to the Company is ISIN: INE0IXR01019. Presently shares
are held in electronic and physical mode.
34. INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review.
35. MAINTENANCE OF COST RECORDS:
The provisions relating to maintenance of cost records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013, are not
applicable to the Company and accordingly such accounts and records are not required to be
maintained.
36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the
Board has carried the evaluation of its own performance, performance of Individual
Directors, Board Committees, including the Chairman of the Board on the basis of
attendance, contribution towards development of the Business and various other criteria as
recommended by the Nomination and Remuneration Committee of the Company. The evaluation of
the working of the Board, its committees, experience and expertise, performance of
specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.
In a separate meeting of Independent Directors i.e. held on 25th
October,2024 the performances of Executive and Non-Executive Directors were evaluated in
terms of their contribution towards the growth and development of the Company. The
achievements of the targeted goals and the achievements of the Expansion plans were too
observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.
37. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE:
i. Auditors' Report:
The observations of the Statutory Auditors, when read together with the relevant notes
to the accounts and accounting policies are self-explanatory and do not call for any
further comment.
ii. Secretarial Auditor's Report:
Secretarial Auditor's Report provide for following observations:
The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, has appointed M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad,
as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial
Year 2024-25.
The report of the Secretarial auditor has not made any adverse remark in their Audit
Report except:
a) The Company's Status is reflected as 'SDD Non-compliant' on the BSE Portal.
Reply: The Company has duly provided records demonstrating its compliance with the SDD
requirements. Furthermore, the Company is in communication with the Exchange to resolve
the said technical matter, and necessary steps are being taken to rectify the status at
the earliest.
38. POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION:
The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the
existing industry practice and is designed to create a high-performance culture. It
enables the Company to attract, retain and motivate employees to achieve results. The
Company has made adequate disclosures to the members on the remuneration paid to Directors
from time to time. The Company's Policy on director's appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the
website of the Company at www.scarnose.in
39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:
The Company has always been committed to provide a safe and conducive work environment
to its employees. Your Directors further state that during the year under review there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as
constituted by the Company.
The details of complaints received under the POSH Act and the rules framed thereunder
during the year:
a. number of complaints filed during the financial year - NIL
b. number of complaints disposed of during the financial year - NIL
c. number of complaints pending beyond 90 days- NIL
40. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961:
Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014,
the Board of Directors hereby states that Disclosure under Maternity Benefit Act 1961 does
not apply to our Company as number of employees are less than 10.
41. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT:
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and the date of this Directors' Report.
42. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE:
During the year under review, there were no application made or any proceeding pending
in the name of the company under the Insolvency and Bankruptcy Code, 2016.
43. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT OF ONE TIME SETTLEMENT AND THE
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no instance of one time settlement of
Loans with any Banks or Financial Institutions.
44. OTHER DISCLOSURES:
> Change in Registered Office:
During the year under review, the Company shifted its registered office from 503, Sun
Square, Nr. Hotel Nest, Off. C.G. Road Navrangpura, Ahmedabad, Gujarat-380006 to Surbhi
Complex, Shop No. 202, 2nd Floor, Opp. Jaynath Petrol Pump, Gondal Road, Rajkot-360002
Gujarat, India i.e. outside the local limits of city, town or village but within the same
state i.e. within the State of Gujarat.”
It was duly approved by the shareholders vide Special resolution passed at the Annual
General Meeting (AGM) held on 25th July, 2024. in compliance with Section 12 of
the Companies Act, 2013.
> Change in Website Address:
The Company's website address was changed from www.scarnose.com to www.scarnose.in. The
new website complies with the disclosure requirements prescribed under the SEBI (LODR)
Regulations, 2015 and is regularly updated with relevant information for investors and
stakeholders.
45. ACKNOWLEDGEMENTS:
Your directors would like to express their sincere appreciation for the co-operation
and assistance received from the Bankers, Regulatory Bodies, Stakeholders including
Financial Institutions, Suppliers, Customers and other business associates who have
extended their valuable sustained support and encouragement during the year under review.
Your directors take this opportunity to recognize and place on record their gratitude
and appreciation for the commitment displayed by all executives, officers and staff at all
levels of the Company. We look forward for the continued support of every stakeholder in
the future.
| Registered Office: |
By the Order of the Board of |
|
| Surbhi Complex, Shop No.2, 2nd Floor, |
Scarnose International Limited |
|
| Opp.Jaynath Petrol Pump, Gondal Road, Rajkot Udyognagar, Rajkot, Rajkot, |
|
|
| Gujarat, India, 360002 |
Sd/- |
Sd/- |
|
Shraddha Dev Pandya |
Maharshi Jigar Pandya |
| Place: Rajkot Date: 28/08/2025 Date:
28/08/2025 |
Managing Director |
Director |
|
DIN:09621935 |
DIN: 09621936 |
|