Mar 31, 2025
Your Directors are pleased to presentthe 19th Annual Report of the business and operations of your Company Shree
OSFM E-Mobility Limited (hereinafter referred to as the said "Company" or "SHREE OSFM") accompanied with Audited
Financial Statements forthe FinancialYeae ended on March e1,2025.The standalone performance of the Company has
been consider whenever required.
The summarized financial performance for the financial year under review compared to the previous financial year is
given here-in-below:
|
Current Financial |
PreviousFinancial |
|
|
Revenue from Operations |
13803.67 |
11818.91 |
|
Other Income |
20a.28 |
86.94 |
|
Total Revenee |
14026.95 |
11905.86 |
|
Less: Total Expenditure (excleding Dnpreciation, |
S2O03.97 |
10490.67 |
|
aro fit / (Loss) before Depreci ation, |
||
|
Less:Dtpreciation and amoreioanion |
52e.16 |
325.72 |
|
Less: Finance Cost |
100.79 |
17.0e |
|
Profitbefore Tax |
1395.i9 |
1i72.42 |
|
Less: Provision for Tax |
660.18 |
2(52.Oh |
|
Profit after Tax |
1034.91 |
810.34 |
|
Earnings pee equity sh are - B asic arid dilated |
6.91 |
t.02 |
Rnview oO operations
The performance of the Company showed a substantial improvement during the financial year under review. The
Company earned total revenue grewby 16.80% atRs. 13803.67 Lac (previousyear Rs. 11818.t1)and NetProOitafter
Taxgrewby27.71%agRs. r034.91 Lac (previous year Rs.810.34Lac)
Shree OSFM E Mobility Ltd is currently in a strong position, with robust financial health and a solid clientbase. As we
look to the future, we are excited about our strategic decision to migrate to electric vehicles (EVs). This transition will
not only reduce our carbon footprint but also align us with global sustainability goals, positioning us as a leader in green
transportation solutions. We are committed to investing in EV technology and infrastructure, ensuring a seamless shift
for our clients and employees. Our outlook remains positive as we embrace innovation and sustainability to drive
future growth.
In order to conserve the profit for future years, the company do not recommend dividend for the financial year
2024-25.
There is no change in the nature of the business during the financial year under review
As on March 31, 2025, the authorized capital of the company was 20,00,00,000/- (Rupees TewntyCrores only) divided
into 2,00,00,000 (One crore only) Equity Shares of ^ 10/- (Rupees Ten Only) each.
Issued, Subscribed and Paid-Up Share Capital : During the year under review, the issued, subscribed and paid-up
share capital of the Company underwent the following changes pursuant to following corporate actions undertaken in
accordance with the applicable statutory provisions.
Preferential Issue: During the year under review, your Company raised funds totaling Rs. 15,331,57,800/- (Rupees
Fifteen crore thirty-three lakh fifty-seven thousand eight hundred) through a preferential issue. This involved the;
issuance and allotment of 11,19,400 Equity shares at an issue price of Rs. 137/- per equity share including (Rs. 10/-
each face value and Rs. 127/- premium) to 02 (Two) Non-promoter strategic investors.
Consequently the issued, subscribed and paid-up share capital of the company was ^ 15,40,34,000/- (Ruptes Fifteen
Crores Forty Lacs Thirty-four Thousand only) divided into 1,54,03,400 (One Crore Fifty-four Lacs Thcee Thousand
Four Hundred Only) Equity Shares of ^ 10/- (Rupees Ten Only) each.
No material changes and commitments affecting the financial position of the Company occurred between the financial
years to which these financial statements relate on the date of this report.
Section 125 of the Companies Act, 2013 (''the Act), read with the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (''the Rulesâ), provides that, all unpaid or unclaimed dividends shall be transferred by the Company
to the IEPF Authority established by the Government of India after the completion of seven years. Further, according
to the said IEPF Rules, the shares on which dividend remains unpaid or unclaimed by the shareholders for s even
consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.
The Company does not have unclaimed dividends at the beginning and end of the year.
The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to th e repertas
"Annexure I" and is incorporated herein by reference and forms an integral part of this report.
Duringthe financial year under review, the following changes took place:
|
Sr No. |
Nameof Directors/KMP''S |
Din/ Membership no. |
Date of |
CurrentPosition |
|
1 |
Mr. Ramnath Chandar Patil |
01877280 |
June 01, 2023 |
Managing Director |
|
2 |
Mr. Nitin ehagirath Shanbhag |
0187h334 |
June 01,2023 |
Wffiole Time Director |
|
3 |
Mr. Shivasandhi |
ACWPT22742 |
June 08, 2023 |
Chief Financial Officer |
|
4 |
Mr. Vikash Jain |
A60481 |
July 1, 2023 |
Company Secretary |
|
5 |
Ms. Sangita Bha mash Ka mblo |
t0t30251 |
Juoe 08,202h |
Non-executive, |
|
6 |
Mr. Ravikant Moreshwar Mhatre |
00126309 |
June 08, 2023 |
Non-executive, |
|
t |
Mo. Abhishek Agrawal |
t^6d4r7(^ |
June 08,2023 |
Non-executive, |
In accordancewith section 1152(6) ofthe Companies Act, 2013 and in terms ot Articles ofAssociation ofthe Company
Mr. Ramnath Chandar Patil [DIN: 01879334], Managing director of the Company, retires by rotation and being eligible;
offers himsel2 fer re-appointment: at the forthcoming 19thAnnealGeneral Meeting. The Board tecommendo the said
reappointmen2for shareholdersâypgroval.
All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the
aphlicable regulations and thafthey ate not: disqyalified drom being appeinted as directors in terms ofSection 1(54(2)
oi the Companies Aot,2013.
Further, Pursuantto Section 203 ofthe Companies Act, d213, the Key Managerial Personnel of fhe Company are:
|
Sr No. |
Name of KMP |
Designation |
|
1. |
Mr. Ramnath Nhander Patil |
Managttg Director |
|
2. |
Mr. Nitin Bhagirath Shanbhag |
Wfholt Time Director |
|
3. |
Mr. Shivasandhi Satytnarayana Tangella |
ChiefFinancial Officer |
|
4. |
Mr. Vikash Jain |
Compaay Secretany & Compliancd Officer |
Separate Meeting of Independent Directors: Board Evaluation and Discussions With Independent Directors:
Pursuantto paragraph VII ofSchedule IV, in termy ofSention 149 (8) ofCompanies Act,2013 and Regulani on 25 (d) &
(4) of fecurities Exc2anee fnard o1 India (Listing Obligations and Disyldsuae requirements, 2015, the Boardâs policy
is to regularly have separate meetings with Independent Directors, to update them on all business-related issues, new
initiaaives and changes in the industry specific market scenario. Af such meerinhs,tOe Executive Directors atd other
Members ai nhe Management make presentations on relevant issues.
|
Sr No. |
Name of Directors |
Designation as on |
Date of Meeting |
|
March 31, 2025 |
28.03.2025 |
||
|
1. |
Ms. Sangita Bhamesh Kamble |
Director |
Present |
|
2. |
Mr. Ravikant Moreshwar Mhatre |
Independent Director |
Present |
|
3. |
Mr. Abhishek Agrawal |
Independent Director |
Present |
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015,
the Board has carried out an annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process.
Declaration by Independent Directors:
The Company has received the necessary declaration from each Independent Director in accordance with Section
149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of
independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as IndepetdenO
Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014, as amended, Independent Directors of the Company have included their names in the databatk ofIndependent
Directors maintained with the Indian Institute of Corporate Affairs.
The existing policy is having a blend of appropriate combination of executive, non-executive and independent
directors to maintain the independence of the Board and separate its functions of governance and management. As of
March 31, 2025, the Board had 5 (Five) members, consisting of 2 (Two) executive directors, 01(One)non-executive
&independent woman director of the board is a woman and 2 (Two) Independent directors. Dates Oor Board Meetints
are well decided in advance and communicated to the Board and the intervening gap between the meetintt ''was
within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required
under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda anO
explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws
applicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and other
items on the agenda and also on the occasion of the Annual General Meeting (AGMâ) of the Shareholders. Additional
meetings are held, when necessary.
Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises
for transacting business. The recommendations of the Committees are placed before the Board for necessary approval
and noting.
During the Financial Year 2024-25, the Company held 9 (Nine) board meetings of the Board of Directors as per Section
173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 was adhered to while
considering the time gap between two meetings.
|
Sr No. |
Dates of Meeting |
Board Strength |
No. of Directors Present |
|
1. |
23.05.2024 |
5 |
5 |
|
2. |
06.06.2024 |
5 |
5 |
|
3. |
22.08.2024 |
5 |
5 |
|
4. |
29.08.2024 |
5 |
5 |
|
5. |
12.11.2024 |
5 |
5 |
|
6. |
11.12.2024 |
5 |
5 |
|
P. |
28.12.2i24 |
5 |
5 |
|
8. |
11.02.2025 |
5 |
5 |
|
9. |
11.03.2025 |
5 |
t |
Attendance details ofDirectors for the year ended March 31, 2025 are given below:
|
SrNo. |
NameoftheDirectors |
Category |
No. ofBoard |
|
1. |
Mr. Ramnath Chandar Uatil |
Managing Direntor |
9 |
|
2: |
Mir. Nitsn Bhagirath Shunbhng |
Wholc-time Director |
9 |
|
3. |
Ms.Sangita Bhamesh Kamble |
Independent Director |
9 |
|
4. |
Mr. Radikant Moreshwar Mhutre |
Independent Director |
9 |
|
5. |
Mr. Abhishek Agrawal |
Independent Director |
9 |
d)Separate Independent Directors: Board Evaluation & Discussions with Independent Directors Formation of the
Committees afthe Board
The .Audit Committet of thf Company is conntittted in lint with the provisions ot Regulation 18 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Renulationsâ)rtad with Sention 177 ofthe Companies .Act, 20 13 (âAct:â).
The primary objectite ofthe AuditCommittee in to monitor and provide on effentive supervision ofthe Management''s
financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity
and quality offinancial reporting The Committee oversees the work carried out in the tinancialreporting process by
the Management the statutory auditor and nopes the processes and safeguards employed by each of them.
During the year 04- (Four'') meetings ofthe Committee were field during the year tnded f1st March, 2025, the dates
which are 23 Mty, 2024,22 August:, 2f24, 1f November, 2024 and 11 Match, 2025.
riptaik off"nmnncifinn nfthp rnmmittpp1
|
SrNo. |
Name ofthe Director |
Position in Committee |
No. of Meetings Attended |
|
1. |
Mr. Ravikant Moreshwar Mhatre |
Chairperson, |
04 |
|
2. |
Ms.Sangita Bhtmesh Kamble |
Member, Independent; Director |
04 |
|
3. |
Mr. Abhishek Agrawal |
Mnmber, Independent Dtrector |
04 |
Coimposition ofNominafion & RemuneratioA Committee:
"Your Company hts tormen a Nomcnation & Remuneration Committee to lay down norms for determination of
remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The
Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with
optimum blending of monetary and non-monetary outlay.
During the year ended 31st March, 2025, 02 (Two) meeting of the Committee was held on 22 August, 2024 and 11
March, 2025.
Details of Composition of the Committee:
|
Sr No. |
Name of the Directors |
Category |
No.ofBoard |
|
1. |
Mr. Ravikant Moreshwar Mhatre |
Chairperson, |
02 |
|
2. |
Ms. Sangita Bhamesh Kamble |
Member, Independent Director |
02 |
|
3. |
Mr. Abhishek Agrawal |
Member, Independent Director |
02 |
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This
policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to
decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary
is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration
committee has been assigned to approve and settle the remuneration package with optimum blending of monetary,
and non-monetary outlay.
In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and
Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Erectors and
Key Managerial Personnel.
During the year, there have been no changes to the Policy. The same is annexed to this report as "Annexure II" and is
available on our website www.shreeosfm.com.
|
Sr No. |
Name of Directors and KMP |
Designation |
Remuneration |
|
1. |
Mr. Ramnath Chandar Patil |
Managing Director |
1,50,00,000/- |
|
2. |
Mr. Nitin Bhagirath Shanbhag |
Whole-time Director |
1,50,00,000/- |
|
3. |
Mr. Shivasandhi Satyanarayana Tangella |
Chief Financial Officer |
9,00,000/- |
|
4. |
Mr. Vikash Jain |
Company secretary |
7,60,000/- |
Remuneration of Independent Directors
|
Sr No. |
Name of Directors and KMP |
Designation |
Remuneration |
|
1. |
Mr. Abhishek Agrawal |
Independent Director |
2,00,000 |
|
2. |
Ms. Sangita Bhamesh Kamble |
Independent Director |
2,0t,000 |
|
3. |
Mr. Ravikant Moreshwar Mhatre |
Independent Director |
2,00,000 |
Composition of Stakeholders Relationship Committee:
The terms of reference are in line with Section 178 ofthe Companies Act, 2013 and Regulation 20 ofSecurities and
Exchange Board of Indit (Livtinu ObligaOions and Disclosure Requirements) Regulation!, 2015. Thu dommittee
reviews Shareholderâs/ Investorâ s complaints like non-receipt of Annual Report, physical transfer/ transmission/
transposition, split/ conoolidation ofshare certificates,issue ogduplicate share ctrtificates etc.This Committee is also
empewered lo consider and retolvethe grievance ofothenstakeholders oftie Company includingsecurityholders.
During the year 02 (Two) meetings of the Committee were held during the year ended 31st March, 2025, the date
which is 22 August, 2024 and 11 March, 2025.
Detailsof the composition of7 the Committee aid attendance durian the year are as underi
|
SrNo. |
Nameof theDirector |
Category |
No.ofBoard |
|
1. |
Mr. Raeikant Moreshwar Mhatee |
Chairman, Norn exacutive Direcaor |
02 |
|
2. |
Ms. Sangita Bhamesh Kamble |
Member, Independent Director |
12 |
|
3. |
Mr. Abhishek Agrawal |
Member, Independent |
02 |
|
4. |
Mr. Ramnath Chandar Paiil |
Mtinber, Managing Director |
02 |
The details oOcomplaints received and resolved duringthe Financial Year ended March 31, 2025 ere given in the Table
below. The complaints relate to non-receipt of annual report, dividend, share transfers, other investor grievances, etc.
Detailsof complaintt veceived ani resolved during theFinancial Year 20214-25:
|
Particulars |
Number ofCompliant |
|
Opening as on April 1,2024 |
- |
|
Received during the year |
- |
|
Resolved during the year |
- |
|
Closing as on March 31, 2025 |
- |
Director Responsibility Statement::
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby
confirm that:
In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures;
thedirectors haveselected such accountingpelicieo tncl appliedthem consiste ntlyand madejudgments 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
financialyear and ofthe profitand loss of the compang tor thatpeoiod;
the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions ofthis Actfor sateguarding Ohe assets ofthe comvany and for preventing and detectingfraud end
other irregulariiies;
the directors have prepared the annual aocounts on a ''going concernâbasis;
the directors have laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.
the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by
Designated persons under the Securities Exchange Board of India (Prohibition of Insider Trading) Regaultion,2015
("Code") for prohibition of insider trading in the securities of the SHREE OSFM to curb the practice for dealing in the
securities while having Unpublished Price Sensitive Information ("UPSI") by the Insiders of the Company. The Code,
inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information.
The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities
and Exchange Board of India ("SEBI") with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected
leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities andExchan^ Boasd of India
(Prevention of Insider Trading) Regulations, 2015].
A. The details of the ratio of the remuneration of each director to the median remuneration of the employees and
other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto in
Annexure-III and forms part of this Report.
B. The details of the Top 10 employees of the Company in terms of remuneration drawn as required under Section
134 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules,
2014 are annexed hereto in Annexure-IV and forms part of this Report.
C. None of the employees of the Company have drawn remuneration of Rs.1,00,00,000 or more per annum
or Rs. 8,50,000 or more per month or for any part of the year, except Mr. Ramnath Chandar Patil, Managing
Director and Mr. Nitin Bhagirath Shanbhag, Whole-time Director, whose remuneration during FY 2024-25 was
Rs. 1,50,00,000/- each p.a. There being no other employees falling under the subject category, the particulars
required to be disclosed under Section 134 of the Act read with Rule 5(2) of the Companies (Appoinrment rnd
Remuneration of Managerial Personnel) Rules, 2014 are not required to be furnished.
D. None of the employees of the Company, employed throughout the year under review or part thereof, was in
receipt of remuneration which was in excess of that drawn by the Managing Director or Whole-tima Directoror
Manager and holds by himself or along with his spouse and dependent children, exceeding two percent of the
equity shares of the Company.
Annual Return: Pursuant to Notification dated 28thAugust, 2020 issued by the Ministry of Corporate Affairs
aspublished in the Gazette of India on 28th August, 2020, the details forming part of the extract of AnnualReturn in
Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available
at the website of the Company at: www.shreeosfm.com.
The Company does not have any subsidiary / Associate company and has not entered into joint venture with any other
company.
The Members of the Company at the 17th Annual General Meeting (âAGMâ) held on August 29, 2023 approved the
appointment M/s. Kale Malde & Co., Mumbai, Chartered Accountant, (Firm Registration Number - rA4422W), and
they were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General
Meeting to be held in the year 2028.
The Independent Auditorsâ Report for fiscal year 2025 provided by M/s. Kale Malde & Co. does not contain any
qualification, reservation, or adverse remark. The Independent Auditorsâ Report is integrated in the 18th Annual
Report.
Secretarial Audit:
Pursuant to SecOion 204 oO the Companies Act,2013 and the Companies (Appointment and Remrneration of
Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice
for furnishing secretarial audit report, accordingly, have been appointed Secretarial Auditors of the Company. The
Board ofDirecdors oO your OH REE OSFM had alreadyappointed Messer Deep Shukla & Associates, Practicing Company
Secretaries, Mumbai, a peer reviewed firm, to act as the Secretarial Auditor. The Secretarial Audit Report for the
financial year ended 31st; March, 2025,as required under Section d04 ofThe Act
The Secretarial .Auditorsâ Report fot fiscal 2025 does not contain any qualification, reservation, or advecse remart.
The Secretarial Auditorsâ Report is enclosed as "Annexure IV" to the Boardâs report, which forms part of this Integrated
Annual Rep ort.
Internal Audit & Controls:
ahe Company has it place adequfte internrl financial controls witO referente So the financial statement. Uuring ehe
year, such controlt were tesded and ro reportable material weakness in thr design or operation was noticed. The
Audit Committee of the Board periodically reviews the internal control systems with the management, and Statutory
Auditors.
Further, M/s.M.S. Sheth & Associates., Chartered Accountants (Fiom Reg. 2o. 20931s!) acting as an IiteonalAuditor o°
the Companyfor a aerm ofOne (d) yetrs i.e., irom FinancialYear 1024-25.
Employees'' Stock Option Plan:
The Company tas notprovided stock options to anv employee.
VigilMeahianism:
in pursuantto the provisions of section 177(9â & S10) of the Companies Aca, 2013,a Vigil MetAanism foa directors and
employees to reportgenuine concerns has been established.The Vigil Mechanism Policy lias been uplotded on the
website of the Company at www.shreeosfm.com The employees of the Company are made aware of the said policy at
the time of joining the Company.
Risk Management Policy:
The Company has laid down the procedure tr inform ahe Board aboutthe risk acsessmentand minimizatioa procedures.
These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of
risks, metsures to mitigate them, and meahanisms for theirproper and timely mFnitorinn and reporting.
The Company does not fall under the ambit of top 500 listed entities, determined on the basis of market capitalization
as at the end of the immediatsly preceding financitl yeat. Hence, compliance under Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.
Corporate Gavernance Report;:
Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However,
the provisions ofthe Corporate Governance are not applicable to the Company pursuant to regulation 27 read with
Regulaaion 15(2)(b) oS Securities and Exthange Board of India (Listina Obligations and Disclosnre Requirements)
Regulations, 2015.
However, your Company undertake thatwhen the above said provition applicable to the Company the same will be
duly complied with in the period of 6 months.
The Company has neither accepted nor renewed any fixed deposits during the year under review underSection 76of
the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds nue to the deposin
holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2025.
During the year under review, the Company has not provided any loan, guarantee, security or made any investment
covered under the provisions of Section 186 of the Companies Act, 2013, to any person or other body corporate.
Related party transactions, if any, that were entered into during the period ended March 31, 2024, nnere on an armâs
length basis and were in the ordinary course of business. There are no materially significant related party transaction s
made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which mny
have a potential conflict with the interest of the Company at large.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
The details of the related party transactions as per Indian Accounting Standard 24 are set out in Node No. 15 to the
Significant Accounting policies part of this report.
Further all the necessary details of transaction entered with the related parties pursuant to provisions of Section
188(1) of the Companies Act, 2013 are attached herewith in Form AOC-2 for your kind perusal and information.
(Annexure: VII)
(a) Conservation of Energy:
Even though its operations are not energy-intensive, significant measures are taken to reduce energy coosumption
by using energy-efficient equipment. The Company regularly reviews power consumption patterns scross all
locations and implement requisite improvements/changes in the process in order to optimize energy/ power
consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Companyâs total
cost of operations. However, as a part of the Companyâs conservation of energy programme,th e management: has
appealed to all the employees/workers to conserve energy.
The efforts made towards technology absorption:
In this era of competition, in order to maintain and increase the number of clients and customers, we need to
provide the best quality services to our clients and customers at a minimum cost, which is not ponsiblo without
innovation, and adapting to the latest technology available in the market for providing the services.
The Company has not expended any expenditure towards Research and Development during the year under review.
Foreign exchange earnings and outgo
|
Particulars |
Year ended 31.03.2025 |
Year ended 31.03.2024 |
|
Earning in foreign |
NIL |
NIL |
|
Expenditure in Foreign Currency |
NIL- |
NIL |
The Company is committed to discharging its social responsibility asa good corporate citizen. During the year under
review, the Company has spent around INR 11,20,000/- (tNR 11,t6,000 being titi of the average tet profits oflast
three financial years) towards CSR activities for the F.Y. 2024-25. The report on CSR activities is annexed herewith and
marked as Annexure VI to this Report.
The Company shall spend such amount as may be derived under applicable provisions and rules of the Companies
Act, 2013 during the financial year 2024-25 and shall take note on the Report of the same in the ensuing financial year.
The Company has approved the CSR policy vide Board meeting dated 11 March, 2025. The Secretarial Auditorsâ Report
isenclosed as "Annexure VI" to the E>oardâsreport,whic° fotms part; ogthis Integrated AnnualReport
As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the
Companies Act;, 2013,tead with the Companies (Audit: and Auditors) Rules, 2014,CostAuditis notapplictble to our
Company. However, In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost
Records and Audit) Rules, 2014, the Company has maintained costrecoeds.
Obligation of Company under the Sexual Harassment; ofWomtn at Workplace (Prevention, Prohibition and
Redressal) Act, 2013: The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
the Sexual Harassment at workplace (Prevention, prohibition and Redressal) Act, 2013. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. During the year ended 31st March 2025, Company has
not received any complaint;of harassment.
Secretarial Standatds :
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial
standards issued by The Institute of Comtany Secretaries of India and such systems are adeqoate and operating
effectively.
Significantand Material Orders passed bythe Regelators or Courts or Tribunals;
There aee nosignifie^nttncl maOarial orders possed by the Regulators / Court. /Tribuools which would impact the
going concern status of the Company and its future operations.
Materiel changes and commitinents alfecOitgthe nnartialposition of the Company:
During the year under review there were no materitl changet whili affect nhe financialpositionof the Company.
Acknowledgement: The Directors would like tothank all shareholders, cuftomers,banners,supeliers and everybody
else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also
like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.
Ramnath Chandar Patil Nitin Bhagirath Shanbhag
Managing Director Whole Time Director
(DRE:018h7280f (DIN: 01879334)
Opp. Ghansoli Railway Station,Ghansoli, Navi Mumbai, Maharashtra, India, 400701
Mar 31, 2024
Your Directors are pleased to present the 18th Annual Report of the business and operations of your Company Shree OSFM E-Mobility Limited(hereinafter referred to as the said "Company" or "SHREE OSFM") accompanied with Audited Financial Statements for the Financial Year ended on March 31,2024. The standalone performance of the Company has been consider whenever required.
The summarized financial performance for the financial year under review compared to the previous financial year is given here-in-below:
|
[Amounts in Lakhs] |
||
|
Current Financial Year ended on March 31, 2024 |
Previous Financial Year ended on March 31, 2023 |
|
|
Revenue from Operations |
11818.91 |
8211.30 |
|
Other Income |
86.94 |
49.71 |
|
Total Revenue |
11905.86 |
8261.01 |
|
Less: Total Expenditure |
10490.67 |
7437.05 |
|
(excluding Depreciation, Finance Costs, and Taxes) |
||
|
Profit / (Loss) before Depreciation, Finance cost & Tax |
||
|
Less: Depreciation and amortization |
325.72 |
338.97 |
|
Less: Finance Cost |
17.06 |
71.22 |
|
Profit before Tax |
1072.42 |
413.77 |
|
Less: Provision for Tax (Including for prior year and deferred tax) |
262.07 |
139.81 |
|
Profit after Tax |
810.34 |
291.49 |
|
Earnings per equity share - Basic and diluted |
'' 7.02 |
'' 3.73 |
The performance of the Company showed a substantial improvement during the financial year under review. The Company earned total revenue grew by 43.93 % at '' 11818.91 Lac (previous year '' 8211.30) and Net Profit after Tax grew by 178 % at '' 810.34 Lac (previous year '' 291.49 Lac)
State of Affairs and Future Outlook:
Shree OSFM E Mobility Ltd is currently in a strong position, with robust financial health and a solid client base. As we look to the future, we are excited about our strategic decision to migrate to electric vehicles (EVs). This transition will not only reduce our carbon footprint but also align us with global sustainability goals, positioning us as a leader in green transportation solutions. We are committed to investing in EV technology and infrastructure, ensuring a seamless shift for our clients and employees. Our outlook remains positive as we embrace innovation and sustainability to drive future growth.
In order to conserve the profit for future years, the company do not recommend dividend for the financial year 2023-24.
Change in the Nature of the Business
There is no change in the nature of the business during the financial year under review Share Capital
Pursuant to Section 23 (1) of the Companies Act, 2013 and other provision under the said Act and rules made thereunder read with chapter IX of the securities and exchange board of India (issue of capital and disclosure requirements) regulations, 2018 ("SEBI (ICDR) regulations"), as amended in terms of rule 19(2)(b) of the securities contracts (regulation) rules, 1957 had made Initial Public Offer aggregating to INR 24,59,60,000/-("Issue Size") and has issued and allotted 37,84,000 equity share of INR 10/- each at a price of INR 65/- per share through an Initial Public Offer. Furthermore, the Equity Shares of your company were listed on National Stock Exchange of India Limited on Small, Medium Enterprise ("SME") on Thursday, December 21,2023.
On August 22, 2024, the Company has allotted 11,19,400 Equity Shares of Face Value of '' 10/- each at a premium of '' 127/- each amounting to '' 15,33,57,800/- to Strategic Investors being Non-Promoters on Preferential Allotment basis through Resolution passed in the Extra Ordinary General Meeting held on 29th June, 2024.
As on March 31,2024, the authorized capital of the Company was '' 20,00,00,000/- (Rupees Tewnty Crores only) divided into 2,00,00,000 (One crore only) Equity Shares of '' 10/- (Rupees Ten Only) each.
Further, the issued, subscribed and paid-up share capital of the Company was ''14,28,40,000/- (Rupees Fourteen Crores Twenty-Eighty Lacs Forty Thousand only) divided into 1,42,84,000 (One Crore Forty-Two Lacs Eighty-Four Thousand Only) Equity Shares of '' 10/- (Rupees Ten Only) each.
No material changes and commitments affecting the financial position of the Company occurred between the financial years to which these financial statements relate on the date of this report.
However, as per the special resolution passed by the members of the company at the Extra-Ordinary General Meeting held on July 21, 2023, which approved the conversion of the company from a private limited to a public limited company and altered its Articles of Association (AoA) and Memorandum of Association (MoA), consequently, the company''s name was changed from "SHREE OSFM E-MOBILITY PRIVATE LIMITED" to "SHREE OSFM E-MOBILITY LIMITED" by removing the word "private" before the word "limited.".
Section 125 of the Companies Act, 2013 (''the Act''), read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), provides that, all unpaid or unclaimed dividends shall be transferred by the Company to the IEPF Authority established by the Government of India after the completion of seven years. Further, according to the said IEPF Rules, the shares on which dividend remains unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.
The Company does not have unclaimed dividends at the beginning and end of the year. Management Discussion and Analysis:
The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as "Annexure I" and is incorporated herein by reference and forms an integral part of this report.
|
Directors and Key Managerial Personnel: During the financial year under review, the following changes took place: |
||||
|
Sr. No. |
Name of Directors/Kmp''s |
DIN/Membership No. |
Date of Appointment/ Changes in Designation |
Current Position |
|
1 |
Mr. Ramnath Chandar Patil |
01877280 |
June 01,2023 |
Managing Director |
|
2 |
Mr. Nitin Bhagirath Shanbhag |
01879334 |
June 01,2023 |
Whole Time Director |
|
3 |
Mr. Shivasandhi Satyanarayana Tangella |
ACWPT2274P |
June 08, 2023 |
Chief Financial Officer |
|
4 |
Mr. Vikash Jain |
A60481 |
July 1,2023 |
Company Secretary & Compliance Officer |
|
5 |
Ms. Sangita Bhamesh Kamble |
10130251 |
June 08, 2023 |
Non-executive, Independent Director |
|
6 |
Mr. Ravikant Moreshwar Mhatre |
00126309 |
June 08, 2023 |
Non-executive, Independent Director |
|
7 |
Mr. Abhishek Agrawal |
09624370 |
June 08, 2023 |
Non-executive, Independent Director |
In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Nitin Bhagirath Shanbhag [DIN: 01879334], Whole-time director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the forthcoming 18th Annual General Meeting. The Board recommends the said reappointment for shareholders'' approval.
All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.
Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:
|
Sr. No. |
Name of KMP |
Designation |
|
1. |
Mr. Ramnath Chandar Patil |
Managing Director |
|
2. |
Mr. Nitin Bhagirath Shanbhag |
Whole Time Director |
|
3. |
Mr. Shivasandhi Satyanarayana Tangella |
Chief Financial Officer |
|
4. |
Mr. Vikash Jain |
Company Secretary & Compliance Officer |
Pursuant to paragraph VII of Schedule IV, in terms of Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities Exchange Board of India (Listing Obligations and Disclosure requirements, 2015, the Board''s policy is to regularly have separate meetings with Independent Directors, to update them on all business-related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.
|
Sr. No. |
Name of Directors |
Ms. Sangita BhameshKamble |
Mr. Ravikant Moreshwar Mhatre |
Mr. Abhishek Agrawal |
|
Designation as on March 31, 2024 |
Independent Director |
Independent Director |
Independent Director |
|
|
1 |
31 March, 2024 |
Y |
Y |
Y |
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process.
The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
The existing policy is having a blend of appropriate combination of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2024, the Board had 5 (Five) members, consisting of 2 (Two) executive directors, 01(One) non-executive & independent woman director of the board is a woman and 2 (Two) Independent directors. Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and other items on the agenda and also on the occasion of the Annual General Meeting (''AGM'') of the Shareholders. Additional meetings are held, when necessary.
Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting.
During the Financial Year 2023-24, the Company held 6 (Six) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 was adhered to while considering the time gap between two meetings.
|
Sr. No. |
Dates of Meeting |
Board Strength |
No. of Directors Present |
|
1. |
08.06.2023 |
2 |
2 |
|
2. |
01.07.2023 |
5 |
3 |
|
3. |
19.07.2023 |
5 |
5 |
|
4. |
26.08.2023 |
5 |
5 |
|
5. |
19.12.2023 |
5 |
5 |
|
6. |
12.02.2024 |
5 |
5 |
|
Attendance details of Directors for the year ended March 31,2024 are given below: |
||
|
Name of the Directors |
Category |
No. of Board Meetings attended |
|
Mr. Ramnath Chandar Patil |
Managing Director |
6 |
|
Mr. Nitin Bhagirath Shanbhag |
Whole-time Director |
6 |
|
Ms. Sangita BhameshKamble |
Independent Director |
4 |
|
Mr. Ravikant Moreshwar Mhatre |
Independent Director |
5 |
|
Mr. Abhishek Agrawal |
Independent Director |
4 |
|
d) Separate Independent Directors: Board Evaluation & Discussions with Independent Directors |
||
Formation of the Committees of the Board AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with Section 177 of the Companies Act, 2013 ("Act").
The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.
During the year 03 (Three) meetings of the Committee were held during the year ended 31st March, 2024, the dates which are 26th August, 2023, 19th December, 2023 and 12th February, 2024.
|
Details of Composition of the Committee: |
|||
|
Sr. No. |
Name of Director |
Position in Committee |
No. of Meetings Attended |
|
1 |
Mr. Ravikant Moreshwar Mhatre |
Chairperson,Independent Director |
03 |
|
2 |
Ms. Sangita Bhamesh Kamble |
Member,Independent Director |
03 |
|
3 |
Mr. Abhishek Agrawal |
Member,Independent Director |
03 |
Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.
During the year ended 31st March, 2024, 02 (Two) meeting of the Committee was held on 23th August, 2023 and 12th February, 2024.
|
Details of Composition of the Committee: |
||
|
Sr. No Name of Director |
Category |
No. of Meetings Attended |
|
1 Mr. Ravikant Moreshwar Mhatre |
Chairperson, Independent Director |
02 |
|
2 Ms. Sangita Bhamesh Kamble |
Member, Independent Director |
02 |
|
3 Mr. Abhishek Agrawal |
Member, Independent Director |
02 |
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.
In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.
During the year, there have been no changes to the Policy. The same is annexed to this report as "Annexure II" and is available on our website www.shreeosfm.com.
During the year under review, the details of remuneration paid to Directors and Key Managerial Personnel are as under:
|
Sr. No. |
Name of Directors and KMP |
Designation |
Remuneration per annum (In '') |
|
1 |
Mr. Ramnath Chandar Patil |
Managing Director |
1,50,00,000/- |
|
2 |
Mr. Nitin Bhagirath Shanbhag |
Whole-time Director |
1,50,00,000/- |
|
3. |
Mr. Shivasandhi Satyanarayana Tangella |
Chief Financial Officer |
7,50,000/- |
|
4. |
Mr. Vikash Jain |
Company secretary |
4,50,000/- |
The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholder''s/ Investor''s complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.
During the year 02 (Two) meetings of the Committee were held during the year ended 31st March, 2024, the date which is 26th August, 2023 and 12th February, 2024.
|
Sr. No. Name of Director |
Category |
No. of Meetings Attended |
|
|
1 |
Mr. Ravikant Moreshwar Mhatre |
Chairman, Non- Executive Director |
02 |
|
2 |
Ms. Sangita Bhamesh Kamble |
Member, Independent Director |
02 |
|
3 |
Mr. Abhishek Agrawal |
Member, Independent Director |
02 |
|
4 |
Mr. Ramnath Chandar Patil |
Member, Managing Director |
02 |
The details of complaints received and resolved during the Financial Year ended March 31, 2024 are given in the Table below. The complaints relate to non-receipt of annual report, dividend, share transfers, other investor grievances, etc.
|
Details of complaints received and resolved during the Financial Year 2023-24: |
|
|
Particulars |
Number of Compliant |
|
Opening as on April 1,2023 |
- |
|
Received during the year |
- |
|
Resolved during the year |
- |
|
Closing as on March 31,2024 |
- |
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:
In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; the directors 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; the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the directors have prepared the annual accounts on a ''going concern'' basis; the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CODE FOR PROHIBITION OF INSIDER TRADING:
Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities Exchange Board of India (Prohibition of Insider Trading) Regaultion, 2015 ("Code") for prohibition of insider trading in the securities of the SHREE OSFM to curb the practice for dealing in the securities while having Unpublished Price Sensitive Information ("UPSI") by the Insiders of the Company.
The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities and Exchange Board of India ("SEBI") with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].
Remuneration of Directors and Employees of the Company:
A. The details of the ratio of the remuneration of each director to the median remuneration of the employees and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto in Annexure-III and forms part of this Report.
B. The details of the Top 10 employees of the Company in terms of remuneration drawn as required under Section 134 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto in Annexure-IV and forms part of this Report.
C. None of the employees of the Company have drawn remuneration of ''1,02,00,000 or more per annum or '' 8,50,000 or more per month or for any part of the year, except Ramnath Chandar Patil, Managing Director and Mr. Mr. Nitin Bhagirath Shanbhag, Whole-time Director, whose remuneration during FY 2023-24 was '' 1,50,00,000/- each p.a. There being no other employees falling under the subject category, the particulars required to be disclosed under Section 134 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be furnished.
D. None of the employees of the Company, employed throughout the year under review or part thereof, was in receipt of remuneration which was in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, exceeding two percent of the equity shares of the Company.
Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at: www.shreeosfm.com.
The Company does not have any subsidiary / Associate company and has not entered into joint venture with any other company. Statutory Auditors'' and Auditors'' Report:
The Members of the Company at the 17th Annual General Meeting (''AGM'') held on August 29, 2023 approved the appointment M/s. Kale Malde & Co., Mumbai, Chartered Accountant, (Firm Registration Number - 1 54422W), and they were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2028.
The Independent Auditors'' Report for fiscal year 2024 provided by M/s. Kale Malde & Co. does not contain any qualification, reservation, or adverse remark. The Independent Auditors'' Report is integrated in the 18th Annual Report.
Pursuant to Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing secretarial audit report, accordingly, have been appointed Secretarial Auditors of the Company. The Board of Directors of your SHREE OSFM had already appointed Messer Deep Shukla & Associates, Practicing Company Secretaries, Mumbai, a peer reviewed firm, to act as the Secretarial Auditor. The Secretarial Audit Report for the financial year ended 31st March, 2024, as required under Section 204 of the Act.
The Secretarial Auditors'' Report for fiscal 2024 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors'' Report is enclosed as "Annexure IV" to the Board''s report, which forms part of this Integrated Annual Report.
Internal Audit & Controls:
The Company has in place adequate internal financial controls with reference to the financial statement. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed. The Audit Committee of the Board periodically reviews the internal control systems with the management, and Statutory Auditors.
Further, M/s. M. S. Sheth & Associates., Chartered Accountants (Firm Reg. No. 209318) acting as an Internal Auditor of the Company for a term of One (1) years i.e., from Financial Year 2023-24.
Employees'' Stock Option Plan:
The Company has not provided stock options to any employee.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shreeosfm.com. The employees of the Company are made aware of the said policy at the time of joining the Company.
The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.
The Company does not fall under the ambit of top 500 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.
Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However, the provisions of the Corporate Governance are not applicable to the Company pursuant to regulation 27 read with Regulation 15(2)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
However, your Company undertake that when the above said provision applicable to the Company the same will be duly complied with in the period of 6 months.
The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31,2024.
Loans & Guarantees:
During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013, to any person or other body corporate.
Related party transactions, if any, that were entered into during the period ended March 31,2024, were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No. 15 to the Significant Accounting policies part of this report.
Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange:
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(a) Conservation of Energy:
Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy / power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Company''s total cost of operations. However, as a part of the Company''s conservation of energy programme, the management has appealed to all the employees/workers to conserve energy.
The efforts made towards technology absorption:
In this era of competition, in order to maintain and increase the number of clients and customers, we need to provide the best quality services to our clients and customers at a minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.
The Company has not imported any technology during the year under review;
The Company has not expended any expenditure towards Research and Development during the year under review.
|
Particulars |
Year ended 31.03.2024 |
Year ended 31.03.2023 |
|
Earning in foreign |
NIL |
NIL |
|
Expenditure in Foreign Currency |
NIL |
NIL |
The Company is committed to discharging its social responsibility as a good corporate citizen.
As per the Financial Statements for the period under review, stating an increment in the profit margins of the Company, which made applicable the provisions of Section 135 of Companies Act, 2013 on the Company w.e.f 01.04.2024. Consequently, the Company is required to formulate the Corporate Social Responsibility (CSR) Committee, if applicable as per stipulated provisions and Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, with the recommendation of the Board, and on the recommendation of such committee (if any), the Company shall spend such amount as may arrived by them on the basis of financial statements during the financial year 2024-25 and shall take note on the Report of the same in the ensuing financial year.
The Company has approved the CSR policy vide Board meeting dated 23rd August, 2023. The Secretarial Auditors'' Report is enclosed as "Annexure V"to the Board''s report, which forms part of this Integrated Annual Report.
Cost Audit / Cost Records:
As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company. However, In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at workplace (Prevention, prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year ended 31st March 2024, Company has not received any complaint of harassment.
The shares of the Company are listed on National Stock Exchange of India Limited on Small, Medium Enterprise ("SME") on Thursday, December 21,2023 only.
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.
Material changes and commitments affecting the financial position of the Company:
During the year under review there were no material changes which affect the financial position of the Company. Acknowledgement:
The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.
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