Your Directors have pleasure in presenting the FOURTY-FIRST ANNUAL REPORT together with theAudited Accounts of the Company for the year ended 31st March 2025.
PARTICULARS
YEAR ENDED31.03.2025
YEAR ENDED31.03.2024
Revenue
13.72
6.57
Other Income
0
Total Income
Expenditure
12.94
21.13
Profit/Loss for the year before tax
0.78
(14.55)
Income tax
-
Deferred Tax
Profit / (Loss) after tax
During the financial year under review the overall performance of the company has shown significantimprovement in its turnover when compared to previous financial year; the Overall turnover of the Companyis 13.72 lakhs as compared to last year turnover of Rs 6.57 Lakhs and the Net Profit is Rs. 0.78 Lakhs forfinancial year 2024-25 when compared to a Net loss of Rs. (14.55) Lakhs during the previous year.
Due to inadequate profits your Directors do not recommend any dividend for the Financial Year 2024-25.CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
The Company did not transfer any amount to the Reserves for the Financial Year ended March 31, 2025.DETAILS OF SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIESThe Company did not have any subsidiary or joint venture or associate company.
Mr. Y Mallikharjuna Rao has ceased to be Independent Director of the Company with effect from September30, 2024, upon completion of his second term as Independent Director.
During the Financial Year , the Company has appointed Ms. Tulika Srivastav as Company Secretary andCompliance Officer (A-71738) w.e.f 01-05-2024.
For Directors seeking appointment/re-appointment in the forth coming Annual General Meeting of theCompany; the particulars as required to be disclosed in accordance with Regulations 17 to 27 and para C,D & E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) 2015, forms part of CorporateGovernance Report.
The equity shares of the Company are listed on the trading platform of BSE Limited, a recognized stockexchange having a nationwide trading terminal.
The Authorized Share Capital of the Company as on March 31, 2025, is Rs.12,00,00,000/- (Rupees TwelveCrores only) divided into 1,20,00,000 (One Crore Only) Equity Shares of Rs.10/- (Rupees Ten Only) each.
The Paid-up Share Capital of the Company as on March 31, 2025, is Rs. 11,40,31,100/-(Rupees ElevenCrores Forty Lakhs Thirty One Thousand and One Hundred) divided into 1,14,03,110 (One Crore FourteenLakhs Three Thousand One Hundred and Ten) equity shares of Rs.10/- (Rupees Ten Only) each fully paidup.
During the year under review:
• The company has not bought back any of its securities.
• The Company has not issued any Sweat Equity Shares.
• No Bonus shares were issued during the year.
• Company has not issued any Preference shares/Debentures.
• Has not provided any Stock Option Scheme.
The Standalone Net worth of the Company for the Financial Year ended March 31, 2025, is Rs. 430.00Lakhs as compared to Rs. 429.22 Lakhs for the previous financial year ended March 31, 2024.
The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 fromits member and public during the Financial Year.
The Company has conducted 6 board meetings during the year on following dates with a gap not exceeding120 days between any two meetings and All the Directors attended the all the meetings.
01st May, 2024
28th May 2024
12th August 2024
05th September, 2024
13th November 2024
12th February 2025
We have in place all the Committees of the Board which are required to be constituted under the CompaniesAct, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed noteon the Board and its committees is provided under the Corporate Governance Report section in this AnnualReport.
The Present Composition of various Committees of the Board is hereunder:
Mr. Venkata Srinivasan Kodakalla - Chairman
Mrs. Lakshmi Nekkanti Satyasri - Member
Mr. Jaya Mahadev Yerramsetti - Member
The performance evaluation of all the Directors and that of the Board as a whole and its committees wasconducted based on the criteria and framework adopted by the board. The Nomination and RemunerationCommittee carried out independent evaluation of every Director's performance. The outcome of the boardevaluation for the FY 2024-25 was discussed by the said committee as well as by the Board.
The manner in which the formal annual evaluation has been made by the Board and other related detailsare enumerated in the Corporate Governance Report, which is annexed to the Boards' Report. None of ourIndependent Directors is due for reappointment.
"Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Companyhas received necessary declarations from all Independent Directors confirming that they meet the criteriaof independence as laid down under the said regulations. Further, in the opinion of the Board, all IndependentDirectors fulfill the conditions specified in the Act and LODR Regulations and are independent of themanagement."
The following policies have been uploaded in the website of the Company https://sourceindustriesindia.com/
1. Policy for selection of Directors and determining Directors Independence; and evaluation mechanism.
2. Remuneration Policy for Directors, Key managerial Personnel and other employees.
We have adopted policies and procedures which enables implementation of appropriate internal financialcontrols across the organization and also ensures the orderly and efficient conduct of business, includingadherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud,error reporting mechanism, the accuracy and completeness of the accounting records, and timely preparationof reliable financial disclosures. Internal Financial Controls are an integrated part of the Risk ManagementProcess, addressing financial and financial reporting risks. The Internal Financial Controls have beendocumented, digitized and embedded in the business process.
Assurance on the effectiveness of the Internal Financial Controls is obtained through our managementreviews; control self-assessment, continuous monitoring by functional experts as well as testing of theInternal Financial Control systems by the Internal Auditor during the course of audits. We believe thatthese systems provide reasonable assurance that our Internal Financial Controls are commensurate withthe requirements of our organization.
We strongly support the rights of all our employees to work in harassment - free environment. The Companyhas adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as perthe provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 and the Rules made thereunder. The policy aims to provide protection to Employees at theworkplace and prevent and redress complaints of sexual harassment and for matters connected or incidentalthereto, with the objective of providing a safe working environment, where Employees feel secure. TheCompany has also constituted an Internal Committee, known as Anti Sexual Harassment Committee toaddress the concerns and complaints of sexual harassment and to recommend appropriate action.
We further confirm that during the year under review, there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Since our Company does not fall within any of the parameters specified under the provisions of Section135 of the Companies Act, 2013 read with Rules made thereunder, reporting pursuant to Section 134(3)(o) is Not Applicable.
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of theirknowledge and belief and according to the information and explanation obtained by them,
i. In the preparation of the annual accounts, the applicable accounting standards have been followedalong with proper explanation relating to material departures;
ii. Such accounting policies as mentioned in the notes to the financial statements have been selectedand applied consistently and judgments and estimates that are reasonable and prudent made so asto give a true and fair view of the state of affairs of the Company at the end of the financial year 2024¬25 and of the profit or loss of the Company for that period;
iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;
iv. The annual accounts for the year 2024- 25 have been prepared on a going concern basis.
v. That proper internal financial controls were in place and that the financial controls were adequateand were operating effectively.
vi. That system to ensure compliance with the provisions of all applicable laws were in place and wereadequate and operating effectively.
The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed aNomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP andSenior Management and matters covered u/s 178(3) of the Companies Act 2013.
Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the CompaniesAct, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for the time being in force) and Regulation 22 of SEBI (ListingObligations & Disclosure Requirements) 2015, The Company has a Whistle Blower Policy framed to dealwith instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained inthe Corporate Governance Report and also posted on the website of the Company.
Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the CompaniesAct, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactmentthereof for the time being in force) and Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements)2015, the Risk management is not applicable to the Company.
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, M/s. M N Rao & Associates,Chartered Accountants, Hyderabad (Registration No. 005386S/S000195) appointed as Statutory Auditorsof the Company for a period 5 years from the conclusion of 38th Annual General Meeting till the conclusionof 43rd Annual General Meeting at such remuneration as decided by the Board.
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 Promoters, Directors, Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.
All related party transactions are placed before the Audit Committee as also the Board for approval. Prioromnibus approval of the Audit Committee is obtained as per Regulation 23 of SEBI (Listing Obligations &Disclosure Requirement) 2015, for the transactions which are of a foreseen and repetitive nature. TheCompany has developed a Policy on Related Party Transactions for the purpose of identification andmonitoring of such transactions.
The Policy on Related Party Transactions as approved by the Board is uploaded on the website of theCompany. The particulars of contracts or arrangements with related parties referred to in sub-section (1) ofSection 188 of the Companies Act, 2013 is referred in Notes to Accounts.
The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. VNSSrinivasa Rao, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The InternalAuditors are submitting their reports on quarterly basis.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the CompaniesAct, 2013 are given in the notes to the Financial Statements.
"During the year under review, a Share Purchase Agreement was executed between the existing promotersand the acquirers, thereby triggering an open offer in accordance with the SEBI (Substantial Acquisition ofShares and Takeovers) Regulations, 2011.
The information on conservation of energy, technology absorption and foreign exchange earnings andoutgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies(Accounts) Rules, 2014, is annexed herewith as 'Annexure A' to this report.
Pursuant to the provision of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) 2015, areport on Management Discussion & Analysis is set out as an "Annexure B".
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. PS Rao &Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.The Secretarial Audit Report is annexed herewith as "Annexure C" to this report.
The Company has been making every endeavor to bring more transparency in the conduct of business. Asper the requirements of Listing Agreement with the Stock Exchanges, a compliance report on CorporateGovernance for the year 2024-2025 and a certificate from the Secretarial Auditors of the Company arefurnished as a part of this Annual Report "Annexure D".
In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribedformat i.e. Form MGT-7 is placed on the website of the Company and may be accessed at Link:www.sourceindustriesindia.com
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 and Rule 5 (2) Of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, No employee of your company is in receipt ofremuneration exceeding Rs. 8,50,000 per month or Rs. 1,02,00,000 per annum during the Financial Year.
During the year under review, the Company has complied with Secretarial Standards issued by the Instituteof Company Secretaries of India on Board Meetings and Annual General Meetings.
Your Company's shares are presently listed and traded on the BSE Limited; Your Company is regular inpaying the listing fee to the BSE Limited.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS ATTHE END OF THE FINANCIAL YEAR:
No application was made or any proceedings pending under the IBC, 2016 during the year ended on 31stMarch, 2025.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE¬TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not Applicable
Your Directors place on record their appreciation and gratitude for the continuous support and assistanceextended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors andShareholders for the confidence reposed by them in the Company. Your Directors also place on recordtheir sincere appreciation for the continued contributions made by the employees at all levels.
Naraharisetty Mohan Krishna Sudhir Reddy Posireddy
Wholetime Director Chairman and Managing Director
(DIN: 07126524) (DIN: 02813098)
Place: HyderabadDate : 28.07.2025