The Directors of your Company have pleasure to present 19th Annual Report along with the Audited FinancialStatements for the financial year ended 31st March, 2025.
Your Company's performance for the year ended on March 31, 2025, is summarized as under:
Particulars
March 31, 2025
March 31, 2024
Revenue from Operations
51,155.84
41,298.84
Other Income
223.35
126.29
Total Income
51,379.19
41,425.13
Total Expenses
49,337.61
40,409.53
Profit/ (Loss) Before tax
2,041.58
1,01 5.60
Tax expenses
Current Tax
589.29
284.69
Deferred tax
(5.10)
(21.31)
Profit / (Loss) for the year
1,457.39
752.23
Earnings per Share
6.69
4.00
For the financial year ended March 31, 2025, the Company recorded a revenue from operations of ?51,155.84Lakh as against ?41,298.84 Lakh in the previous year. The total income for the year stood at ?51,379.19 Lakh,while total expenses amounted to ?49,337.61 Lakh. Consequently, the profit before tax was ?2,041.58 Lakhcompared to ?1,015.60 Lakh in the previous year. After accounting for current and deferred tax, the profit forthe year attributable to equity shareholders was ?1,457.39 Lakh, as against ?752.23 Lakh for the previous year.The earnings per share for the financial year under review was ?6.69, up from ?4.00 in the prior year.
The Company reported increase in total income, up by ?51,155.84 Lakh as against ?41,298.84 Lakh in theprevious year This growth is indicative of successful business strategies in expanding operational capacityand enhancing revenue streams, despite an increasingly competitive and volatile scrap recycling market.
Total expenses grew only slightly, reflecting the management's continued focus on prudent financialdiscipline and operational efficiency. The ability to moderate cost escalation, even with higher volumes andexternal market pressures, reflects positively on the Company's internal controls and procurement processes.
Profit Before Tax increased by from ? 1,015.60 Lacs to ? 2,041.58 Lacs.
Net Profit After Tax saw a similar improvement, rising to ? 1,457.39 Lacs from ? 752.23
These increments demonstrate effective margin management and the ability to leverage scale forhigher returns.
The Earnings Per Share (EPS) improved from ? 4.00 to ? 6.69, reflecting the Company's commitment togenerating superior returns for its shareholders, while also re-investing in business sustainability.
Amidst fluctuations in raw material prices and evolving regulatory requirements within the recyclingindustry, the Company maintained robust operational continuity and compliance. Investments into processoptimization, logistics, and compliance have contributed towards stable performance..
The Company's performance for FY 2024-25 is marked by steady revenue growth, efficient cost management,and enhanced profitability. This resilient performance has been accomplished through strategic initiatives,operational excellence, and strict compliance with environmental and industry standards. The Board isconfident that the initiatives undertaken during the year have further strengthened the Company's positionto capitalize on future growth opportunities in the scrap recycling sector, thereby protecting and promotingstakeholders' interests
The company is engaged in the business of (i) segregation of brass scrap (ii) manufacturing of brass ingots,billets and brass rods and (iii) manufacturing of brass-based components (plumbing and sanitary parts).such as brass inserts, brass ceramic cartridges (brass spindles), brass valves, extension nipples etc. as per thecustomer's requirements.
There was no change in the nature of the business of the Company during the year under review.
Your company does not have any subsidiary company, associate company or joint venture company.
During the year, no company became or ceased to be subsidiary, joint venture or associates of your company..
Further the Company is a Subsidiary of M/s Dwarkadhish Venture Private Limited (formerly known as SiyaramMetals Private Limited).
For the financial year ended March 31, 2025, the Company had not transferred any sum to General ReserveAccount. Therefore, your Company remained the balance of profit to Profit & Loss Accounts of the Companyon March 31,2025.
With a view to plough back profits of the year and in order to meet working capital need of the company,the Board of Directors of your Company do not recommend any dividend for the year out of the incomegenerated by the company.
The Company continues to sustain its commitment to the highest levels of quality, superior servicesmanagement and mature business continuity management. Our customer-centricity, process rigor, andfocus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.
The Company has been complied with all regulatory requirements of central government and stategovernment and there were no significant and material orders passed by the Regulators or Courts or Tribunalsduring the year impacting the going concern status and the Company's operations in future.
10) MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:
Pursuant to the approval of the shareholders of the Company accorded by way of a Special Resolution passedat the Extra-Ordinary General Meeting held on 31st October, 2024, the Company was authorized to offer,issue, and allot 30,00,000 equity shares [Thirty Lakhs] fully paid up equity shares of face value of Rs. 10/-[Rupees Ten] each for cash, at an issue price of Rs. 118/-[Rupees One hundred and Eighteen] per equity share(including premium of Rs. 108/-) ("Issue Price"), for an aggregate amount of up to Rs. 35,40,00,000/- (RupeesThirty-Five Crore Forty-Lakh only), to certain identified persons on a preferential basis and Subsequent to thereceipt of the share application monies from the proposed allottees, the Board of Directors, at its meetingheld on Thursday, 14th November, 2024, in due exercise of the powers conferred by the aforesaid SpecialResolution, approved the allotment of the said 29,91,712 equity shares to the respective allottees.
Due to the allotment, the issued, subscribed, and paid-up share capital of the Company was enhancedfrom Rs. 18,79,75,000/- (Rupees Eighteen Crore Seventy-Nine Lakh Seventy-Five Thousand only) dividedinto 1,87,97,500 (One Crore Eighty-Seven Lakh Ninety-Seven Thousand Five Hundred) equity shares of facevalue Rs. 10/- each, to Rs. 21,78,92,120/- (Rupees Twenty-One Crore Seventy-Eight Lakh Ninety-Two ThousandOne Hundred Twenty only) divided into 2,17,89,212 (Two Crore Seventeen Lakh Eighty-Nine Thousand TwoHundred Twelve) equity shares of face value Rs. 10/- each.
Such increase was affected by way of a Private Placement Offer pursuant to and in compliance with theprovisions of Sections 42 and 62(1)(c) of the Companies Act, 2013, read with the applicable rules framedthereunder, and other applicable statutory and regulatory provisions, as amended from time to time.
Apart from above There was no other material changes or commitments affecting the financial position ofthe Company between the end of the financial year to which this financial statement relates and the dateof this report.
The Board of the Company comprises of following Directors and Key Managerial Personnel:
Sr.
No.
Name of Director & Key Managerialpersonnel
Designation
DIN / MembershipNo/PAN
1.
Mr. Bhavesh Ramgopal Maheshwari
Managing Director
06573087
2.
Mr. Ramgopal Ochhavlal Maheshwari
Chairman & Whole Time Director
00553232
3.
Mrs. Madhu Ramgopal Maheshwari
Non-Executive and NonIndependent Director
00486584
4.
Ms. Megha Bhavesh Maheshwari Shewas appointed on 24th August, 2023 asCFO and Resigned in the Capacity of CFOon 13th December, 2024 and later she wasappointed as whole time Director
Whole-time director
10270455
5.
Bhuvnesh kumar(Appointed w.e.f 04th April, 2025)
Independent Director
10581722
6.
Mr. Jaimish Govindbhai PatelResigned w.e.f. 01st April, 2025
09647742
7.
Mr. Raimeen Bhanubhai Maradiya
09680179
8.
Ms. Kesha Ravi Shah(Appointed on 03rd March, 2025)
Company Secretary
A37491
9.
Mr. Pushkarraj Jamnalal Kabra
Chief Financial Officer
Mr. Ramgopal Ochhavlalmaheshwari (DIN: 00553232), Director liable to retires by rotation at the ensuing AGMand being eligible, offers herself for re-appointment as per the provisions of the section 148 & 152 CompaniesAct, 2013. The resolutions seeking shareholders' approval for their re-appointment's forms part of the Notice.
Further following changes occurred during the period under review in the Board of Directors andKMP of the company:
i) Ms. Kiran Parmanand Goklani (Membership No. A48453) resigned as a Company Secretary w.e.f.03rd October, 2024.
ii) Ms. Megha Bhavesh Maheshwari Resigned as Chief Financial Officer w.e.f 13th December, 2024.
iii) Mr. Pushkarraj Jamnalal Kabra was appointed as a Chief Financial Officer w.e.f 13th December, 2024.
iv) Ms. Megha Bhavesh Maheshwari was appointed as Additional whole time Director w.e.f.13th December, 2024
i) Mr. Bhuvnesh Kumar was appointed as Independent Director w.e.f. 04th April 2025.
ii) Ms. Megha Bhavesh Maheshwari was regularized as a whole time Director w.e.f. 04th April 2025.
iii) Mr. Jaimish Govindbhai Patel Resigned as Independent Director w.e.f 01st April, 2025
During the year under report, the board of directors of the company have conducted 10 (Ten) Board Meetingsas per the provisions of the Companies Act, 2013.
Name and DIN of the Directors
Number of Board meetingsduring the year 2024-25
Held & Eligibleto attend
Attended
Mr. Ramgopal Ochhavlal Maheshwari(DIN: 00553232)
Chairman & Whole TimeDirector
10
Mr. Bhavesh Ramgopal Maheshwari(DIN: 06573087)
Ms. Madhu Ramgopal Maheshwari(DIN: 00486584)
Non- Executive Director
Mr. Raimeen Bhanubhai Maradiya(DIN: 09680179) (w.e.f. 05/08/2023)
8
Mr. Jaimish Govindbhai Patel(Din no 09647742)
(Resigned w.e.f 1 April, 2025)
Mr. Megha Bhavesh Maheshwari(DIN: 10270455)
Appointed w.e.f. 13th December, 2024
Whole time Director
3
Further, the board of directors of the Company have constituted Six committee namely the Audit Committee,Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate SocialResponsibility (CSR) Committee, Internal Complaint Committee and Executive Committee.
The details of composition, meetings and attendance as under:
The Company has constituted Audit Committee vide Board Resolution dated August 24, 2023 in compliancewith Section 177 of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and itspower) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.
As on 31st March, 2025 the Company's Audit Committee comprised of:
As on March 31, 2025, The Audit Committee comprised of:
Name of the Director
Status in Committee
Nature of Directorship
Mr. Raimeen Bhanubhai Maradiya(DIN: 09680179)
Chairman
Member
Note: Mr. Jaimish Govindbhai Patel (DIN: 09647742) Resigned as an Independent Director of the Company,with effect from the closing of business hours of 1 April, 2025 accordingly company has Reconstituted AuditCommittee through board of Directors Meeting Dated 16th April, 2025.
After Reconstitution Audit Committee comprised of:
Mr. Bhuvnesh Kumar(DIN: 10581722)
(Appointed w.e.f from 04th April, 2025)
During the financial year 2024-25, 8 (Eight) Audit Committee Meetings were held.
The details of the Audit Committee meetings attended by its members during FY 2024-25 are given below:
Name of the Committee Member
Position in theCommittee
Number of Audit Committeemeetings during the year 2024-25
Held
The Company has formed Nomination and Remuneration Committee vide Board Resolution dated August24, 2023 as per applicable provisions of the Schedule V and other applicable provisions of the CompaniesAct, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19of SEBI Listing Regulations.
As on March 31, 2025, The Nomination and Remuneration Committee comprised of:
Mrs. Madhu Ramgopal Maheshwari(DIN: 00486584)
Non-Executive Director
After Reconstitution Nomination and Remuneration Committee comprised of:
(Appointed w.e.f 04th April, 2025)
The details of the Nomination & Remuneration Committee attended by its members during FY 2024-25are given below:
Number of Nomination andRemuneration Committee duringthe year 2024-25
(Resigned w.e.f 1 April, 2025))
The Company has formed Stakeholders Relationship Committee vide Board Resolution dated August 24,2023 as per the applicable provisions of the Section 178(5) of the Companies Act, 2013 read with rule 6 of thecompanies (Meeting of board and its power) rules, 2014 and Regulation 20 of SEBI Listing Regulations.
As on March 31, 2025, the Stakeholders Relationship Committee comprised of:
After Reconstitution Stakeholders Relationship Committee comprised of:
The details of the Stakeholders Relationship Committee attended by its members during FY 2024-25are given below:
Number of StakeholderRelationship Committee meetingsduring the year 2024-25
2
Our Company has constituted the Corporate Social Responsibility Committee pursuant to the provisions ofSection 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)Rules, 2014 vide Board resolution dated August 24, 2023.
After Reconstitution CSR Committee comprised of:
Mr. Bhuvnesh Kumar
(DIN: 10581722) (Appointed w.e.f 04th April, 2025)
The details of the Corporate Social Responsibility Committee Meeting attended by its members during FY2024-25 are given below:
Number of Corporate SocialResponsibility Committeemeetings during the year 2023-24
During the Year Under review 18th Annual General Meeting of the Members of M/s. Siyaram RecyclingIndustries Ltd was held through video conferencing on Monday, September 30, 2024 at 12:00 P.M.
One Extra Ordinary General Meeting of Members of Siyaram Recycling Industries Limited Was Held onThursday, 31st October, 2024
During the financial year ended March 31, 2025, there are no event which was required to be putthrough postal ballot.
However, after Reporting Period Following Resolution was Passed through Postal Ballots:
1. Appointment Mr. Bhuvnesh Kumar (DIN: 10581722) as an Independent non-Executive Directorof the Company.
2. Regularization of Mr. Megha Bhavesh Maheshwari (DIN: 10270455) as a Whole-Time Directorof the company.
Sr
No
Details
Date of Postal Ballot Notice
03rd March, 2025
Name of Scrutinizer and Date ofIssue of Report
Report Issued by Murtuza Mandorwala & Associates on 07thApril, 2025
E-Voting commenced on
9:00 am (IST) on Thursday, 06th March, 2025
E-Voting ends on
5.00 pm (IST) on Friday 04th April, 2025.
Resolution Deemed to be passedDate
The resolutions deemed to have been passed on the
last date of e-voting i.e., 5.00 pm (IST) on Friday 04th April, 2025
The Company has complied with the applicable provisions of the Companies Act, 2013, SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, and Other Related laws and Regulations inconducting the postal ballot.
To the best of the knowledge and belief of the Directors of the Company and according to the informationand explanations obtained by them, your Directors make the following statement in terms of Section 134(3)
(c) and 134(5) of the Companies Act, 2013.
(a) In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accountingstandards read with requirements set out under Schedule III to the Act, have been followed and thereare no material departures from the same.
(b) The Directors' have selected such accounting policies, applied them consistently and made judgmentsand estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March, 2025 and of the profit of the Company for the year ended on that date.
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities.
(d) The Directors have prepared the annual accounts on a going concern basis.
(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development,technology absorption, foreign exchange earnings and outgo, are enclosed as "Annexure -I" to theBoard's report.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided ina separate "Annexure II" forming part of this report. In terms of Section 136 of the Act, the said annexure isopen for inspection at the Registered Office of your Company. Any member interested in obtaining a copy ofthe same may write to the Company Secretary.
Apart from the above, no changes occurred in the Directorship of the company.
Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of theCompany is available on the website of the Company https://www.siyaramindustries.co.in.
All related party transactions that were entered into during the financial year were on an arm's length basisand were in the ordinary course of business. There are no materially significant related party transactionsmade by the company with related parties which may have potential conflict with the interest of the companyat large. However, as part of good corporate governance, the Company has taken prior omnibus approval ofthe Board is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. YourDirectors draw your attention to notes to the financial statements for detailed related party transactionsentered during the year.
Since all the related party transactions were entered by the Company in ordinary course of business and werein arm's length basis, FORM AOC- 2 is not applicable to the Company.
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors)Rules, 2014, M/s Kamlesh Rathod & Associates, Chartered Accountants (FRN: 117930W), Jamnagar, StatutoryAuditors of the Company have been appointed for a term of 5 year the 16th Annual General Meeting held in2022 till the conclusion of the 21th Annual General Meeting to be held in the year 2027.
The Statutory Auditors of the Company have given their Audit Report on the financial statements of theCompany for the financial year ended 31st March, 2025. All the items on which the Auditors have commentedin their report are self-explanatory and suitably explained in the Notes to the Accounts.
There is no qualification, reservation, adverse remark, comments, observations, or disclaimer given by theStatutory Auditors in their report.
The Company has received confirmation from the said Auditors that they are not disqualified to act as theAuditors and are eligible to hold the office as Auditors of the company.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, and amended Regulation 24A of the SEBI Listing Regulations, the Boardhas, based on the recommendation of the Audit Committee, approved the appointment of M/s. MurtuzaMandorwala and Associates, (CP No. - 14284), a peer-reviewed Proprietary firm of Company Secretaries inPractice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31,2030, subject to approval of the Shareholders.
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 the company has appointed Murtuza Mandorwala &Associates, Practicing Company Secretary (Membership No. F10745 and C.P. No.:14284) to undertake theSecretarial Audit of the Company for the financial year 2024-25.
During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial auditreport. The Secretarial Audit report for the financial year ended March 31, 2025 is annexed herewith as"Annexure IN" to this report. The Secretarial Audit Report contain qualification/remark, and details of thesame along with Management reply are as under:
Secretarial Auditor's Remark
Management Comments
CSR Provision were applicable to company andcompany has to spend 16.81/- lakh (amount inRupees) on or before 31st March, 2025 but TheCompany has spent part amount i.e Rs. 12.51/-lakh towards CRS activity during the year, Furtheras mandated under Section 135(5) the Companyhas transferred the unspent amount Rs. Rs.4.30 /-lakh towards the Clean Ganga Fund Specified inSchedule VII on 26th August, 2025
As part of Good Corporate Governance, the Companyhas been complied the provision of section 135 of theCompanies Act, 2013 and details of the same also areset out in "Annexure-V" of this report.
Failed to comply with Reg. 3(5) and/or Reg. 3(6) of SEBI(Prohibition of Insider Trading) Regulations, 2015
Some of Event in SDD software was not captured indue course of time and were recorded retrospectivelyto ensure accurate and complete documentation
Failed to comply with Section 148(2) of TheCompanies Act, 2013 read with rule 6 of TheCompanies (Cost Records and Audit) Rules, 2014with in due time.
Company has obtained the cost Audit report on05th October, 2024 and has filed e-form CRA-4 on31st March, 2025
Failed to submitted Notice in PDF and XBRL of ExtraOrdinary General Meeting to Stock Exchange, within the prescribed time line as per Regulation 30 readwith Para A of Part A of Schedule III of SecuritiesAnd Exchange Board Of India (Listing ObligationsAnd Disclosure Requirements) Regulations, 2015
Notice to Stock Exchange has been submitted on30th October, 2024
Further A certificate has been issued by Murtuza Mandorwala & Associates., Company Secretaries in practice,confirming that none of the Directors of the Company have been debarred or disqualified from beingappointed or continuing as director by the Securities and Exchange Board of India, Ministry of CorporateAffairs or any such statutory authority. The certificate is annexed as "Annexure - IV" to this Report.
Your Directors are pleased to inform you that, pursuant to the provisions of Section 138 and ther applicableprovisions, if any, of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, asamended from time to time, CA Prafulla Rani Chode (Proprietor of M/s. Prafulla and Associates), CharteredAccountant, Jamnagar (Firm Regn. No.128094W), were appointed as the Internal Auditors of the Company forthe Financial Year 2024-25.
In terms of Section 138 of the Companies Act, 2013 and Rules made there under, CA Prafulla Rani Chode(Proprietor of M/s. Prafulla and Associates), Chartered Accountant, Jamnagar (Firm Regn. No.128094W), havebeen appointed as an Internal Auditors of the Company for Financial Year 2025-26.
During the year, the Company continued to implement their suggestions and recommendations toimprove the control environment. Their scope of works includes, Review of the accuracy and reliability ofthe Corporation accounting records and financial reports, review of operational efficiency, effectivenessof systems and processes, and assessing the internal control strengths, opportunities for cost saving andrecommending company for improving cost efficiencies.
The Company is required to maintain cost records as specified by the Central Government under sub-section(1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained in theprescribed manner by the Company.
The Company has received consent from M/s Kalpit Shah & Associates having Permanent Account Number:BLMPS5814E and registration number of the firm: 003836, Cost Accountants, to act as the Cost Auditor forconducting audit of the cost records for the financial year 2025-26 along with a certificate confirming theirindependence and arm's length relationship.
The Board of Directors of the Company, based on the recommendations given by the Audit Committee, hasreappointed M/s Kalpit Shah & Associates having Permanent Account Number: BLMPS5814E and registrationnumber of the firm: 003836as Cost Auditors for conducting the audit of Cost Records of the company forthe Financial Year 2025-26, subject to ratification of remuneration by the members in the ensuing AnnualGeneral Meeting.
During the period under review, the Cost Audit Report for the financial year 2023-24 was filed with Registrar ofCompanies (Central Government) and there is no qualification(s) or adverse remark(s) in the Cost Audit Reportwhich require any clarification/explanation. Further, M/s Kalpit Shah & Associates having Permanent AccountNumber: BLMPS5814E and registration number of the firm: 003836, Cost Accountants, were appointed asCost Auditors of the Company to submit the cost audit report for the financial year 2024-25 and the same willbe filed with the Registrar of Companies (Central Government) in due course
Details of loans and guarantees given, investments made and securities provided, if any, as covered underthe provisions of Section 186 of the Act are disclosed in the notes to the financial statements.
During the year under review, The Company has not accepted any deposit any deposit from the public /members pursuant to Section 73 and Section 76 of the Act read with the Companies (Acceptance of Deposits)Rules, 2014, as amended from time to time, and hence as on March 31,2025, there are no deposits outstanding,except as required statutorily and which have been unclaimed at the end of the year under review.
Also, During the year under review, the Company has accepted unsecured loans from Directors, whichhave been duly disclosed in the Audit Report and are in compliance with the applicable provisions of theCompanies Act, 2013 and relevant rules made thereunder.
In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate SocialResponsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In orderto implementing CSR Policy, the Company has constituted CSR Committee. The brief outline of the CorporateSocial Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by theCompany on CSR activities during the year and other disclosures are set out in "Annexure-V" of this reportin the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The company through its CSR initiative towards supporting projects in the areas of education, healthcare,rural development, women empowerment and various other social matters continues to enhance valuecreation in the society and in the community in which it operates, through its services, conduct & initiatives,so as to promote sustained growth for the society and community, in fulfillment of its role as SociallyResponsible Corporate.
During the year under review, the Company increased its Authorized Share Capital from Rs. 20,00,00,000/-(Rupees Twenty Crore only) comprising 2,00,00,000 (Two Crore) equity shares of Rs. 10/- each, to Rs.25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equityshares of Rs. 10/- each, pursuant to the approval of the shareholders at the General Meeting held on31st October, 2024.
During the financial year under review, the issued, subscribed, and paid-up share capital of the Companywas enhanced from Rs. 18,79,75,000/- (Rupees Eighteen Crore Seventy-Nine Lakh Seventy-Five Thousandonly) divided into 1,87,97,500 (One Crore Eighty-Seven Lakh Ninety-Seven Thousand Five Hundred)equity shares of face value Rs. 10/- each, to Rs. 21,78,92,120/- (Rupees Twenty-One Crore Seventy-EightLakh Ninety-Two Thousand One Hundred Twenty only) divided into 2,17,89,212 (Two Crore SeventeenLakh Eighty-Nine Thousand Two Hundred Twelve) equity shares of face value Rs. 10/- each.
The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized,monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact ofadverse events and maximize the realization of opportunities.
Management's Discussion and Analysis Report for the year under review, is presented in a separate sectionforming part of the Annual Report and is annexed herewith as "Annexure VI".
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention,Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framedthereunder. Internal Complaints Committee ('ICC') is in place for all works and offices of the Company toredress complaints received regarding sexual harassment.
During FY 2024-25, the Company has Not received any complaints on sexual harassment.
Status
(a) number of complaints of sexual harassment received in the year
Nil
(b) number of complaints disposed of during the year; and
(c) number of cases pending for more than ninety days
Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board of Directorshereby states that the Company has duly complied with all applicable provisions of the Maternity Benefit Act,1961, including but not limited to grant of maternity leave, nursing breaks, protection from dismissal duringmaternity leave, and provision of creche facilities wherever applicable. The Company remains committed toproviding a safe, supportive, and inclusive work environment for all women employees
During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) ofthe 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.
The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adoptingthe Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud or violation ofCompany's Code of Conduct. The Company has in place a confidential reporting mechanism for any whistleblower to report a matter.
The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and allemployees in the course of day to day business operations of the company. The Code has been posted onthe Company's website at https://www.siyaramindustries.co.in The Code lays down the standard procedureof business conduct which is expected to be followed by the Directors and the designated employees intheir business and in particular on matters relating to integrity in the work place, in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expected behavior from anemployee in a given situation and the reporting structure. All the Board Members and the Senior ManagementPersonnel have confirmed compliance with the Code. All Management Staff were given appropriate trainingin this regard.
M/s Cameo Corporate Services Limited is a Registrar and Share Transfer Agent of the company in order toCompliance with the provision of Companies Act, 2013. All the equity shareholders of the Company haveDemat their Equity Shares as on March 31,2025 and none of shareholders holding shares in physical form.
The Company's management is responsible for establishing and maintaining internal financial controls basedon the internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design, implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its business, including adherenceto company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors,the accuracy and completeness of the accounting records, and the timely preparation of reliable financialinformation, as required under the Act.
All Independent Directors have given their declaration that they meet the criteria of independence as laiddown under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, allthe Independent Directors are well experienced business leaders. Their vast experience shall greatly benefitthe Company. Further, they possess integrity and relevant proficiency which will bring tremendous value tothe Board and to the Company.
Your company provides utmost importance at best Governance Practices and are designated to act inthe best interest of its stakeholders. Better governance practice enables the company to introduce moreeffective internal controls suitable to the changing nature of business operations, improve performanceand also provide an opportunity to increase stakeholders understanding of the key activities and policies ofthe organization
In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall notapply 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 exceedingRs. 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 ofCorporate Governance shall not apply to the
Company and it does not form the part of the Annual Report for the financial year 2024-25.
The Company has adequate skilled & trained workforce for its various areas of operations and the skills upgradation of which is being done on continuous basis for improving the plant operations and quality process.The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace foremployees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintainingall applicable Industrial and Labour laws/ rules.
The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2024¬25 to the BSE Limited where the shares of the Company are listed.
The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale ofCompany shares by the Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the Trading Window is closed.The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company. The Board is responsiblefor implementation of the Code. All Board Directors and the designated employees have confirmedcompliance with the Code.
In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act")read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016(hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by theCompany to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares onwhich dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall betransferred to the demat account of the IEPF Authority, but there is no such unpaid dividend of last sevenyears, so this clause is not applicable to the company.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directorsindividually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination &Remuneration Committees from time to time.
The Company has made disclosure Policy for appointment and remuneration of directors and other mattersreferred to in Section 178(3) of the Act with rule 6 of the Companies Meeting of Board and its power), Rules,2014 and the details of the same as provided in company's web site https://www.siyaramindustries.co.in/company policies.html.
SEBI vide circular 31 July , 2023 and subsequent circular dated 20th December, 2023, read with Master Circulardated August 11, 2023, has specified that a shareholder shall first take up his/her/their grievance with thelisted entity/RTA by lodging a complaint directly with the concerned listed entity/RTA and if the grievanceis not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate thesame through the SCORES Portal in accordance with the process laid out therein. Only after exhausting allavailable options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/they can initiate dispute resolution through the Online Dispute Resolution ("ODR") Portal. Shareholders arerequested to take note of the same
During the year the Company has paid remuneration to its directors as more particularly described in notesto accounts of Audited Financial Statement & No Sitting fees have been paid to the Independent directors.
The company has not made any application during the financial year 2024-25.
The Board of Directors affirms that the company has complied with the applicable Secretarial Standardsissued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings ofthe Board, its Committees and the General Meetings.
51) The details of difference between amount of the valuation done at the time of one-time settlementand the valuation done while taking loan from the Banks or Financial Institutions along with thereasons thereof:
Not Applicable
The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and StateGovernments and their Departments and the Local Authorities for their continued guidance and support.Your directors would also like to record its appreciation for the support and cooperation your Company hasbeen receiving from its shareholders, suppliers, dealers, business partners and others associated with theCompany and we are deeply grateful for the confidence and faith that you have always reposed in us.
(Formerly Known as Siyaram Recycling Industries Private Limited)
Chairman & Whole Time DirectorDIN:00553232
Date: 29th August, 2025Place: Jamnagar