DEAR MEMBERS,
Your director's are pleased to present the 13 th Annual Report of the
Company covering the operating and financial performance together with the Audited
Standalone Financial Statements and the Auditors' Report thereon for the Financial Year
ended on March 31, 2024.
FINANCIAL RESULTS AND OPERATIONS REVIEW:
The financial highlights of the Company during the period ended March 31, 2024 are as
below:
(? in Lakhs)
Particulars |
Financial Year 2023-24 |
Financial Year 2022-23 |
Revenue from operations (Net) |
1386.34 |
4,106.93 |
Other income |
28.04 |
18.08 |
Total Revenue |
1414.38 |
4,125.01 |
Profit/loss before depreciation, Finance, Costs, Exceptional items and Tax Expense |
2.44 |
10.4 |
Less: Depreciation expense |
0.97 |
2.97 |
Profit/loss before Finance, Costs, Exceptional items and Tax Expense |
1.47 |
7.43 |
Less: Finance costs |
0.03 |
1.73 |
Profit/Loss before Exceptional Items, Extraordinary Items and Tax Expense |
1.44 |
5.70 |
Less: Exceptional Items |
0 |
0 |
Profit/Loss before Extraordinary Items |
1.44 |
5.70 |
Less: Extraordinary Items |
0 |
0 |
Profit/ (Loss) before tax |
1.44 |
5 .70 |
Less: Tax expense: |
|
|
(a) Current tax expense |
0.50 |
2.22 |
(b) Deferred tax |
0.01 |
(0.86) |
Profit / (Loss) for the year |
0.93 |
4.34 |
During the year under review on the basis of Financial Statement the Company's revenue
from operations during the financial year ended 31st March, 2024 were 1386.34
?/- (in Lakhs) as against ?4,106.93/-(in Lakhs) of the previous year representing decrease
of approximately about 66.24 % over the corresponding period of the current year with
total expenses of 1412.94 ?/-(in Lakhs) as against (previous year of ?4,119.32/-(in
Lakhs)). The company has made profit before Exceptional Items, Extraordinary Items and Tax
Expense of ? 1.44 /-(in Lakhs) as against profit of ?5.70/-(in Lakhs) in the previous
year. The Company has made Net Profit of ?0.93/-(in Lakhs) as against ?4.34/-(in Lakhs) of
the previous year representing decrease of approximately about 78.57% over the
corresponding period of the previous year.
The EPS of the Company for the year 2023-24 is 0.03.
DIVIDEND
The Board of Directors of your company, after considering holistically the relevant
circumstances and keeping in view the company's dividend distribution policy, has decided
it would be prudent, not to recommend any Dividend for the year ended on 31st
March, 2024and the entire surplus be ploughed back to the business to meet the needs for
additional finance for capital expenditure.
TRANSFER TO RESERVES
During the year under review, Company has not transferred any amount to reserves.
SHARE CAPITAL
During the year under review the Company has not made changes in the share capital as
on 31st March, 2024.The details of the same are mentioned below:
Authorised Share Capital:
The present Authorized Capital of the Company is ?3,50,00,000 /- divided into 35,00,000
Equity Shares of?10/- each. During the year under review the Company has not made any
changes in the share capital of the company i.e. as on 31st March, 2024.
Paid Up Share Capital:
The present paid-up capital of the Company is ?3,15,01,500/- divided into 31,50,150
Equity Shares of ? 10/- each. During the year under review the Company has not made any
changes in the share capital of the company i.e. as on 31st March, 2024.
Alteration of Memorandum of Association:
During the year under review the Company has not made any changes in the Memorandum of
Association of the company.
Alteration of Articles of Association:
During the year under review the Company has not made any changes in the Articles of
Association of the company. STATE OF COMPANY AFFAIRS
During the year under review, company made Total Income of ? 1414.38/-(in Lakhs) as
against ?4125.01/-(in Lakhs) in the previous year. The company has made Profit before
depreciation, Finance, Costs, Exceptional items and Tax Expense of ?2.44 /-(in Lakhs) as
against profit of ?5.70/-(in Lakhs) in the previous year in the financial statement.
The Company made net profit of ? 0.93/- (in Lakhs) as against ?4.34/- (in Lakhs)
in the previous year in the financial statement.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
On November 10, 2023, the Company promoters Mr. Vimalkumar Mishrilal Shah and Mr.
Hitesh Surendrakumar Loonia has entered into Share Purchase Agreement with Ms. Devi
Dineshbhai Pandya, Mr. Dev Dineshbhai Pandya and Mr. Jigar Dineshkumar Pandya
(collectively known as Acquirers) for sell/transfer their entire stake in the Company
19,50,000 Equity Shares fully paid-up equity shares of face-value of Rs.10/- each
constituting 61.90% of the Equity Share Capital of the Company.
Consequently, an open offer in terms of Regulation 3(1) and Regulation 4 of SEBI (SAST)
Regulations, 2011 was made by the Acquirers to acquire upto 26% of the total voting shares
of the Company from public shareholders in terms of Letter of offer dated February
06,2024.
Open Offer for the acquisition of 8,20,000 (Eight Lakhs Twenty Thousand) Fully Paid-Up
Equity Shares of the face value of Rs. l0/- each, representing 26.03% of the total Equity
and voting Share Capital of the Scarnose International Limited (*SIL') by Ms. Devi
Dineshbhai Pandya ("Acquirer No. 1"), Mr. Dev Dineshbhai Pandya (Acquirer No.
2), and Mr. Jigar Dineshkumar Pandya (Acquirer No. 3) pursuant to and in compliance with
Regulation 3 & 4 of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations,2011.
LISTING WITH STOCK EXCHANGE
The Company has paid requisite annual listing fees to BSE Limited (BSE) where its
securities are listed.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with
the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are
required to be transferred to the IEPF established by the Central Government, upon
completion of seven (7) years.
Further, according to the Investor Education & Protection Fund ("IEPF")
Rules, the shares in respect of which dividend has not been paid or claimed by the
Shareholders for seven (7) consecutive years or more shall also be transferred to the
demat account created by the IEPF Authority.
Your Company does not have any unpaid or unclaimed dividend or shares relating thereto
which is required to be transferred to the IEPF as on the date of this Report.
DEPOSITS
During the year under review, the Company has neither invited nor accepted any deposits
from the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made
thereunder.
SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company in terms
of Companies Act, 2013. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS Appointment/
Re-Appointment
During the year under review following Directors were appointed as follows:
DIN |
Name |
Designation |
Change |
07905073 |
Mr. Dev Dineshbhai Pandya |
Director- Executive |
Appoinment w.e.f 26th March, 2024 |
10219807 |
Ms. Drashtiben Prafulbhai Dedaniya |
Independent Director |
Appoinment w.e.f 26th March, 2024 |
07905076 |
Mr. Jigar Dineshkumar Pandya |
Director - Non-executive |
Appoinment w.e.f 26th March, 2024 |
Cessation
During the year under review following Directors were resigned which are mentioned
below:
DIN |
Name |
Designation |
Change |
09344746 |
Mr.Hemal Patel |
Independent Director |
Resignation w.e.f 29th March, 2024 |
09356713 |
Ms.Dakshita Dadhich |
Director - Non -Executive |
Resignation w.e.f 29th March, 2024 |
Retire by Rotation
As per the provisions of Section 152 of the Companies Act, 2013, Ms. Maharshi Jigar
Pandya (DIN: 09621936)
is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible, offers herself for re- appointment.
Your Directors recommended her re-appointment on recommendation made by the Nomination
and Remuneration Committee.
Independent Directors
Ms. Drashtiben Prafulbhai Dedaniya (DIN: 10219807) holds office as a Non-Executive
Independent Director of the Company with effect from 26th March, 2024 for the
period of 5 years who is not liable for retire by rotation.
Mr. Kunjal Jayantkumar Soni (DIN: 08160838) holds office as a Non-Executive Independent
Director of the Company with effect from 06th May,2021for the period of 5 years
who is not liable for retire by rotation.
APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL
During the year under review Ms. Ankit Vivekumar Shah was resigned as Company Secretary
and Compliance Officer w.e.f 12th January, 2024 and Ms. Sanjana Parmar was
resigned as CFO w.e.f 29th March,2024.
The Key Managerial Perssonel as on 31st March,2024:
Name |
Designation |
Mr. Vimalkumar Mishrilal Shah |
Managing Director |
Further Ms. Heli Jitendrabhai Modi has been appointed as Company secretary as well as
Compliance officer with effect from 01st May 2024.
DECLARATIONS OF INDEPENDENT DIRECTORS
The Company has received declarations pursuant to Section 149(7) of the Companies Act,
2013 from each of its Non-Executive and Independent Directors to the effect that they meet
the criteria of independence as provided in Section 149(6) of the Companies Act, 2013,
Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations").
These declarations have been placed before and noted by the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of
its knowledge and ability, confirm that:
(a) In the preparation of the annual accounts for the financial year ended on March 31,
2024, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
(b) They 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 March 31, 2024and
of the profit of the Company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS
The Board of Directors along with its Committees provide leadership and guidance to the
Management and directs and supervises the performance of the Company, thereby enhancing
stakeholder value.
BOARD OF DIRECTORS:
The Board has a fiduciary relationship in ensuring that the rights of all stakeholders
are protected. The Board of Scarnose International Limited comprises of Executive
(Whole-Time) and Non-Executive Directors. Independent Directors are eminent persons with
proven record in diverse areas like business, accounting, marketing, technology, finance,
economics, administration, etc. The composition of Board of Directors represents optimal
mix of professionalism, qualification, knowledge, skill sets, track record, integrity,
expertise and diversity. The Board of Directors as on March 31, 2024, comprised of 5
Directors, out of which 1was Executive Director ("ED") (MD & Chairman), and
1 were Executive Director ("ED") and 1 were Non-Executive Directors
("NEDs") and 2 Independent Directors ("IDs"). Detailed profile of our
Directors is available on our website at www.scarnose.com.
Composition of Board:
Sr. No. |
Name of Director |
Category |
Designation |
1. |
Mr. Vimalkumar Mishrilal Shah |
Executive Director |
Managing Director & Chairman |
2. |
Mr. Kunjal Jayant Kumar Soni |
Non-Executive Director |
Independent Director |
3. |
Ms. Dakshita Dadhich |
Non-Executive Director |
Director |
5. |
Mr. Hemal Patel |
Non-Executive Director |
Independent Director |
6. |
Mr. Dev Dineshbhai Pandya |
Executive Director |
Director |
7 |
Ms. Drashtiben Prafulbhai Dedaniya |
Non-Executive Director |
Independent Director |
8 |
Mr. Jigar Dineshkumar Pandya |
Non-executive Director |
Independent Director |
*Mr. Dev Dineshbhai Pandya (Additional Executive Director), Ms. Drashtiben
Prafulbhai Dedaniya (Additional Independent Non-Executive Director) and Mr. Jigar
Dineshkumar Pandya (Additional Non- Executive Director) appointed by Board of Directors on
26th March, 2024.
Mr. Hemal Patel (Independent Non-Executive Director) and Ms. Dakshita Dadhich
(Non-Executive Director) has resigned from the Board w.e.f. 29th March, 2024.
Board Meetings:
The Board of Directors duly met 8times at regular intervals during the mentioned
financial year and in respect of which proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose. The
intervening gap between the two meetings was within the period prescribed under the
Companies Act, 2013 and Listing Regulations. The dates on which meetings were held are as
follows:
|
Name of the Directors |
Date of Meeting |
Vimalkumar Shah |
Kunjal Soni |
Hemal Patel |
Dakshita Dadich |
28/04/2023 |
Yes |
Yes |
Yes |
Yes |
29/05/2023 |
Yes |
Yes |
Yes |
Yes |
18/08/2023 |
Yes |
Yes |
Yes |
Yes |
18/09/2023 |
Yes |
Yes |
Yes |
Yes |
08/11/2023 |
Yes |
Yes |
Yes |
Yes |
12/01/2024 |
Yes |
Yes |
Yes |
Yes |
07/02/2024 |
Yes |
Yes |
Ye |
Yes |
26/03/2024 |
Yes |
Yes |
Yes |
Yes |
No of Board Meeting attended |
8/8 |
8/8 |
8/8 |
8/8 |
Independent Directors Meetings:
In terms of the provisions of the Schedule IV of the Companies Act, 2013 and Regulation
25 (3) of the Listing Regulations, the Independent Directors of the Company shall meet at
least once in a year, without the presence of Executive Directors and members of
Management. During the financial year, the Meetings of Independent Directors was held in
following manner:
Date of the Meeting |
Name of the Director |
04/03/2024 |
Mr. Kunjal Soni |
Mr. Hemal Patel |
Number of Independent Directors attended during the year |
01/01 |
01/01 |
AUDIT COMMITTEE:
The Audit Committee has been constituted by the Board in compliance with the
requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing
Regulations. The board of directors has entrusted the Audit Committee with the
responsibility to supervise these processes and ensure accurate and timely disclosures
that maintain the transparency, integrity and quality of financial control and reporting.
The Company Secretary acts as the Secretary to the Committee. The internal auditor
reports functionally to the Audit Committee. The Chief Financial Officer of the Company
also attends the meetings as invitee.
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
1. |
Mr. Kunjal Jayantkumar Soni |
Chairman |
Non-Executive Independent Director |
2. |
Mr.Hemal Patel |
Member |
Non-Executive Independent Director |
3. |
Mr. Shah Vimalkumar Mishrilal |
Member |
Managing Director |
However the Audit Committee was reconstituted with effective from 02nd
April, 2024 which are mentioned below: Changed Composition of Audit Committee:
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
1. |
Mr. Kunjal JayantkumarSoni |
Chairman |
Non-Executive Independent Director |
2. |
Ms. Drashtiben Prafulbhai Dedaniya |
Member |
Non-Executive Independent Director |
3. |
Mr. Jigar Dineshkumar Pandya |
Member |
Non-Executive Independent Director |
Audit Committee Meeting:
In terms of the provisions of the Regulation 18(2)(a) of the Listing Regulations, the
Audit Committee of the Company shall meet at least four times in a year and in respect of
which proper notices were given and the proceedings were properly recorded and signed in
the Minutes Book maintained for the purpose. During the financial year, the Meetings of
Audit committee was held in following manner:
Name of Director Date of Meeting |
|
|
Mr. Kunjal Jayantkumar Soni |
Mr. Hemal Patel |
Mr. Vimalkumar Shah |
29/05/2023 Yes |
Yes |
Yes |
18/08/2023 Yes |
Yes |
Yes |
08/11/2023 Yes |
Yes |
Yes |
07/02/2024 Yes |
Yes |
Yes |
Number of Audit Committee Meetings attended during the 04/04
year |
04/04 |
04/04 |
Financial Reporting and Related Processes:
? Oversight of the Companys financial reporting process and financial information
submitted to the Stock Exchanges, regulatory authorities or the public.
? Reviewing with the Management, Audited Annual Financial Statements and Auditor's
Report thereon before submission to the Board for approval. This would, inter alia,
include reviewing changes in the accounting policies and reasons for the same, major
accounting estimates based on exercise of judgment by the Management, significant
adjustments made in the Financial Statements and / or recommendation, if any, made by the
Statutory Auditors in this regard.
? Review the Management Discussion & Analysis of financial and operational
performance.
? Discuss with the Statutory Auditors its judgment about the quality and
appropriateness of the Companys accounting principles with reference to the
Accounting Standard (AS).
All the Members of the Audit Committee have the requisite qualification for appointment
on the Committee and possess sound knowledge of finance, accounting practices and internal
controls.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) consist majority of Independent
Directors. The Nomination and Remuneration Committee has been constituted by the Board in
compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation
19 of the Listing Regulations. The board of directors has entrusted the Nomination and
Remuneration Committee with the responsibility to formulation of the criteria for
determining qualifications, positive attributes and independence of a director and
recommend to the board of directors a policy relating to, the remuneration of the
directors, key managerial personnel.
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
1. |
Mr. Hemal Patel |
Chairman |
Non-Executive Independent Director |
2. |
Mr. Kunjal Jayantkumar Soni |
Member |
Non-Executive Independent Director |
3. |
Ms. Dakshita Dadhich |
Member |
Non-Executive Director |
However the Nomination and Remuneration Committee was reconstituted with effective from
02nd April, 2024 which are mentioned below:
Changed Composition of Nomination and Remuneration Committee:
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
1. |
Ms. Drashtiben Dedaniya |
Chairman |
Non-Executive Independent Director |
2. |
Mr. Kunjal Jayantkumar Soni |
Member |
Non-Executive Independent Director |
3. |
Mr. Jigar Dineshkumar Pandya |
Member |
Non-Executive Director |
Nomination and Remuneration Committee Meeting:
In terms of the provisions of the Regulation 19 (3A) of the Listing Regulations, the
Nomination and Remuneration Committee of the Company shall meet at least once in a year
and in respect of which proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose. During the financial
year, the Meetings of Nomination and Remuneration Committee was held in following manner:
Date of Meeting |
Name of Director |
|
Mr. Kunjal Jayantkumar Soni |
Ms. Hemal Patel |
Ms. Dakshita Dadhich |
12/01/2024 |
Yes |
Yes |
Yes |
26/03/2024 |
Yes |
Yes |
Yes |
Number of NRC Meetings attended during the year |
02/02 |
02/02 |
02/02 |
The terms of reference of the Committee inter alia, include the following:
? Succession planning of the Board of Directors and Senior Management Employees;
? Identifying and selection of candidates for appointment as Directors / Independent
Directors based on certain laid down criteria;
? Identifying potential individuals for appointment as Key Managerial Personnel and to
other Senior Management positions;
? Formulate and review from time to time the policy for selection and appointment of
Directors, Key Managerial Personnel and senior management employees and their
remuneration;
? Review the performance of the Board of Directors and Senior Management Employees
based on certain criteria as approved by the Board.
STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Stakeholders' Relationship Committee ("SRC") considers and resolves the
grievances of our shareholders, including complaints relating to non-receipt of annual
report, transfer and transmission of securities, non-receipt of dividends/interests and
such other grievances as may be raised by the security holders from time to time.
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
1. |
Mr. Hemal Patel |
Chairman |
Non-Executive Independent Director |
2. |
Mr. Kunjal Jayantkumar Soni |
Member |
Non-Executive Independent Director |
3. |
Ms. Dakshita Dadhich |
Member |
Non-Executive Director |
However the Stakeholders' Relationship Committee was reconstituted with effective from
02nd April, 2024 which are mentioned below:
Changed Composition of Stakeholders' Relationship Committee:
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
1. |
Ms. Drashtiben Dedaniya |
Chairman |
Non-Executive Independent Director |
2. |
Mr. KunjalJayantkumarSoni |
Member |
Non-Executive Independent Director |
3. |
Mr. JigarDineshkumar Pandya |
Member |
Non-Executive Director |
Stakeholders' Relationship Committee Meeting:
In terms of the provisions of the Regulation 20 (3A) of the Listing Regulations, the
Stakeholders' Relationship Committee of the Company shall meet at least once in a year and
in respect of which proper notices were given and the proceedings were properly recorded
and signed in the Minutes Book maintained for the purpose. During the financial year, the
Meetings of Stakeholders' Relationship Committee was held in following manner:
Date of Meeting |
Name of Director |
|
Mr.
KunjalJayantkumarSo
ni |
Ms. Hemal Patel |
Ms. Dakshita Dadhich |
06/04/2023 05/07/2023 |
Yes Yes |
Yes Yes |
Yes Yes |
13/10/2023 |
Yes |
Yes |
Yes |
24/01/2024 |
Yes |
Yes |
Yes |
Number of SRC Meetings attended during the year |
04/04 |
04/04 |
04/04 |
The terms of reference of the Committee are:
? Transfer/transmission of shares/debentures and such other securities as may be issued
by the Company from time to time;
? Issue of duplicate share certificates for shares/debentures and other securities
reported lost, defaced or destroyed, as per the laid down procedure;
? Issue new certificates against subdivision of shares, renewal, split or consolidation
of share certificates / certificates relating to other securities;
? To approve and monitor dematerialization of shares / debentures / other securities
and all matters incidental or related thereto;
? To authorize the Company Secretary and Head Compliance / other Officers of the Share
Department to attend to matters relating to non-receipt of annual reports, notices,
non-receipt of declared dividend / interest, change of address for correspondence etc. and
to monitor action taken;
? Monitoring expeditious redressal of investors / stakeholders grievances;
? All other matters incidental or related to shares, debenture.
During the year, the Company has given disclosure for Investor Complaints of last two
quarters on Stock Exchange and no complaints were received from shareholders. There are no
balance complaints. The Company had no share transfers pending as on March 31, 2024.
Heli Jitendrabhai Modi, Company Secretary of the Company is the Compliance Officer.
DETAILS OF FRAUD REPORTING BY AUDITOR
During the year under review, there were no frauds reported by the auditors to the
Board under section 143(12) of the Companies Act, 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has formed Nomination and Remuneration Committee in terms of Section 178 of
the Companies Act, 2013 and Regulation 19 of the Listing Regulations which has framed
Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other
Employees which sets out criteria for the remuneration of Directors, Key Managerial
Personal (KMP') and other employees so as to attract, retain and reward talent who
will contribute to our long-term success and thereby build value for the shareholders. The
Committee reviews and recommend to the Board of Directors about remuneration for Directors
and Key Managerial Personnel and other employee up to one level below of Key Managerial
Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the
Company other than sitting fee for attending the Meetings of the Board of Directors and
Committees of the Board. Remuneration to Executive Directors is governed under the
relevant provisions of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointment,
re-appointment and remuneration of Directors, Key Managerial. The Nomination and
Remuneration Policy is also available on the website of the Company www.scarnose.com /in
the head of Policies.
For Board of Directors and Senior Management Group, the Board of Directors of the
Company has laid down a code of conduct for all the Board Members and Senior Management
Group of the Company. The main object of the Code is to set a benchmark for the Company's
commitment to values and ethical business conduct and practices. Its purpose is to conduct
the business of the Company in accordance with its value systems, fair and ethical
practices, applicable laws, rules and regulations. Further, the Code provides for the
highest standard of professional integrity while discharging the duties and to promote and
demonstrate professionalism in the Company.
All the Board Members and Senior Management Group of the Company have affirmed
compliance with the code of conduct for the financial year ended on March 31, 2024 as
required by Regulation 26(3) of the Listing Regulations. A declaration signed by the
Chairman & Managing Director to this effect is attached as a part of this Annual
Report. The code of conduct is also available on the website of the Company
www.scarnose.com.
FOR PREVENTION OF INSIDER TRADING
The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for
prohibition of insider trading in securities and to strengthen the legal framework
thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, the Company has formulated and adopted
? Code of Practices for Prevention of Insider Trading and
? Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code
of Fair Disclosure") of the Company.
The Code of Practices for Prevention of Insider Trading and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information is available on the website of the
Company www.scarnose.com
Further, pursuant to Regulation 9 of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted
the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and
procedures to be followed and disclosures to be made while dealing with the shares of the
Company and cautioning them on the consequence of non-compliances. The Company Secretary
has been appointed as a Compliance Officer and is responsible for monitoring adherence to
the Code. The code of conduct to regulate, monitor and report trading by insiders is also
available on the website of the Company www.scarnose.com
VIGIL MECHANISM
The Company has established a Vigil Mechanism/ Whistle-blower policy in accordance with
the provisions of the Companies Act, 2013 and the Listing Regulations. The Company is
committed to principles of professional integrity and ethical behavior in the conduct of
its affairs. The Whistle-blower Policy provides for adequate safeguards against
victimization of director(s) / employee(s) who avail of the mechanism and also provides
for direct access to the Chairperson of the Audit Committeeto report actual or suspected
unethical behavior, fraud or violation of the Company's Code of Conduct/ ethics/
principles and matters specified in the Policy.
The Company affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism
no personnel has been denied access to the Audit Committee. The Compliance officer and
Audit Committee is mandated to receive the complaints under this policy. The Board on a
yearly basis is presented an update on the whistleblower policy. Whistle Blower policy is
available on the website of the Company at www.scarnose.comThe Policy ensures complete
protection to the whistle-blower and follows a zero tolerance approach to retaliation or
unfair treatment against the whistle-blower and all others who report any concern under
this Policy.
During the year under review, the Company did not receive any complaint of any fraud,
misfeasance etc. The Company's WhistleBlower Policy (Vigil Mechanism) has also been
amended to make employees aware of the existence of policies and procedures for inquiry in
case of leakage of Unpublished Price Sensitive Information to enable them to report on
leakages, if any of such information.
BOARD EVALUATION
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing
Regulations, the Board, in consultation with its Nomination and Remuneration Committee,
has formulated a framework containing, inter alia, the criteria for performance evaluation
of the entire Board of the Company, its Committees and individual directors, including
Independent Directors. The Board evaluated the effectiveness of its functioning, that of
the Committees and of individual Directors.
The Board sought the feedback of Directors on various parameters including:
? Degree of fulfillment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.);
? Structure, composition, and role clarity of the Board and Committees;
? Extent of co-ordination and cohesiveness between the Board and its Committees;
? Effectiveness of the deliberations and process management;
? Board/Committee culture and dynamics; and
? Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the
meeting of Nomination and Remuneration Committee, the performance of the Board, its
committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards
of the Company, the resilience of the Board and the Management in navigating the Company
during challenging times, cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management, and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities
and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that
of its committees and individual directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board
as a whole was carried out by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation process covering various
aspects of the Board functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of the Directors individually as well as evaluation of the working
of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
1. For Non-Executive & Independent Directors:
? Knowledge
? Professional Conduct
? Comply Secretarial Standard issued by ICSI Duties,
? Role and functions
2. For Executive Directors:
? Performance as leader
? Evaluating Business Opportunity and analysis of Risk Reward Scenarios
? Key set investment goal
? Professional conduct and integrity
? Sharing of information with Board.
? Adherence applicable government law
RISK MANAGEMENT POLICY
The Company is aware of the risks associated with the business. It regularly analyses
and takes corrective actions for managing/mitigating the same.
The Company has framed a formal Risk Management Policy for risk assessment and risk
minimization which is periodically reviewed to ensure smooth operation and effective
management control which is also available on our website www.scarnose.com.The
Audit Committee also reviews the adequacy of the risk management framework of the Company,
the key risks associated with the business and measure and steps in place to minimize the
same.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
Your Company provides equal opportunities and is committed to creating a healthy
working environment that enables our Minds to work with equality and without fear of
discrimination, prejudice, gender bias or any form of harassment at work place. Your
Company has in place Prevention of Sexual Harassment (POSH) policy in accordance with the
requirements of the Sexual Harassment of Women at WorkPlace (Prevention, Prohibition and
Redressal) Act, 2013 which is also available on our website www.scarnose.com
AUDITORS
STATUTORY AUDITORS:
In the 12thAnnual General Meeting (AGM) held on 18th September,
2023 M/s. S V J K& Associates, Chartered Accountants (Firm Registration Number
135182W), were appointed as statutory auditors of the Company to hold office for a term of
5 (five) consecutive years until the conclusion of the Annual General Meeting of the
Company to be held in the year 2028. M/s S V J K& Associates, Chartered Accountants
(Firm Registration Number 135182W), has resigned as Statutory Auditors of the Company with
effect from 22nd May,2024, due to recent changes in the Management.
The Auditors ' Report for the financial year ended on March 31, 2024 have been provided
in "Financial Statements" forming part of this Annual Report.
The report of the Statutory Auditor does not contain any qualification, reservation,
adverse remark or disclaimer. The observations made in the Auditor's Report are
self-explanatory and therefore do not call for any further comments.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the
Company has appointed M/s. Prachi Bansal and Associates, Practicing Company Secretaries as
Secretarial Auditor of the Company for the financial year ended on March 31, 2024. The Secretarial
Audit Report in Form MR-3 for the financial year ended on March 31, 2024is
attached as Annexure -II to the Directors' Report and forming part of this Annual
Report.
The report of the Secretarial auditor have not made any adverse remark in their Audit
Report except:
a) The Company has not complied with requirement of SDD as per Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015.
Reply: We acknowledge the concern regarding the Company's non-compliance with the
requirement SDD as per Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 and but we are maintain internal System segregate UPSI data
from other data along with the Password Requirement.
b) The Company has not appointed Company Secretary as per the requirement under
Regulation 6(1A) of SEBI (LODR) Regulations after the resignation of company secretary
from 12th January, 2024.
Reply:The Company has appointed Company Secretary Ms.Heli Jitendrabhai Modi on 01st
May,2024 and has complied the same.
c) The Company has given the disclosure under Regulation 76 of the SEBI (Depositories
and Participants) Regulations, 2018 for the quarter ended on 30th September,
2023 to the stock exchange beyond 30 days from the end of the Quarter.
Reply: We regret the delay in submitting the disclosure under Regulation 76 of the
SEBI (Depositories and Participants) Regulations, 2018, for the quarter ended 30th
September, 2023 but we have submitted the required disclosure to the stock exchange to
upload the transparency and accountability.
d) The Company has given the disclosure under Regulation 74(5) of the SEBI
(Depositories and Participants) Regulations, 2018 for the quarter ended on 30th
September, 2023 to the stock exchange beyond 15 days from the end of the Quarter.
Reply: We regret the delay in submitting the disclosure under Regulation 74(5) of
the SEBI (Depositories and Participants) Regulations, 2018, for the quarter ended 30th
September, 2023 but we have submitted the required disclosure to the stock exchange to
uphold the transparency and accountability.
e) The Company has given the disclosure under Regulation 3(5) and 3(6) of Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for the
quarter ended on 30th September, 2023 to the stock exchange beyond 21 days from the end of
the Quarter.
Reply: We regret the delay in submitting the disclosure under Regulation 3(5) and
3(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, for the quarter ended 30th September, 2023 but we have
submitted the required disclosure to the stock exchange to uphold the transparency and
accountability.
f) The Company has not make disclosure of under Regulation 3(5) and 3(6) of Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for the
quarter ended on 31st December, 2023.
Reply: We regret the delay in submitting the disclosure under Regulation 3(5) and
3(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, for the quarter ended 31st December, 2023 but we have submitted the
required disclosure to the stock exchange to uphold the transparency and accountability.
g) The Company has not filed XML of Prior Intimation of the notice of the Board Meeting
held on 08th November, 2023 to the stock exchange.
Reply: We regret that the XML file of Prior Intimation for the notice of the Board
Meeting held on 8th November, 2023, was not filed with the stock exchange as
required and but we will assure that XML file will be submitted and make sure that it will
not happen in future.
h) The Company has not filed XML of Annual Report of the AGM held on 18th
September, 2023 to the stock exchange.
Reply: We regret that the XML file of Annual Report of the AGM held on 18th
September, 2023 was not filed with the stock exchange as required but we will assure that
XML file will be submitted and make sure that it will not happen in future.
DIRECTORS' RESPONSE ON AUDITORS' QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMER MADE
There is a no qualification or Disclaimer of Opinion in the Auditor's Report on the
Financial Statements to the shareholders of the Company made by the Statutory Auditors in
their Auditors.
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with Secretarial standards
and its provisions and is in compliance with the same.
ANNUAL RETURN
In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return
in Form No.MGT-7 for the financial year 2023- 24 will be available on the website of the
Company (www.scarnose.com). The due date for filing annual return for the financial year
2023-24 is within a period of sixty days from the date of annual general meeting.
Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within
prescribed time and a copy of the same shall be made available on the website of the
Company (www.scarnose.com) as is required in terms of Section 92(3) of the Companies Act,
2013.
CORPORATE GOVERNANCE REPORT
As per the Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations,
2015 applicability of Corporate Governance shall not be mandatory for companies having
listed on SME Platform. Since our company has registered on SME platform the requirement
of the Corporate Governance has not applicable to us.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34(2)(e)
read with Schedule V Part B of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations, 2015") is annexed herewith as Annexure I.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF COMPANIES ACT, 2013
Particulars of Investment and Loans given by the Company, during the year under review
are as mentioned in the Notes 11 and 12 forming part of the Financial Statements. The
Company has not given any guarantee and provided security under Section 186 of the
Companies Act, 2013 during the year under review.
LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR
The balances of monies accepted by the Company from Directors/ relatives of Directors
at the beginning of the year were ?0.32 /- (in Lakhs) and at the close of year were Nil.
The Funds has been given out of Directors own Funds and is not being given out of funds
acquired by borrowing from others.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered during the financial year ended on 31stMarch,
2024were on an arm's length basis and in the ordinary course of business and is in
compliance with the applicable provisions of the Act. There were Related Party
Transactions made by the Company during the year that required shareholders' approval.
The Company has entered into related party transactions which fall under the scope of
Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as
required under Section134(3)(h) of the Act in Form AOC 2 are given in Annexure
III of this Director Report for the F.Y 2023-24.
Details of other related party transactions have been included in Point 28 of
Significant Account Policies to the standalone financial statements.
The Policy on the Related Party Transactions is available on the Company's website at www.scarnose.com
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has laid down the set of standards, processes and structure which enables
to implement internal financial control across the Organization and ensure that the same
are adequate and operating effectively. To maintain the objectivity and independence of
Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the
Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with the operating systems, accounting
procedures and policies of the Company. Based on the report of Internal Auditor, the
Company undertake the corrective action in their respective areas and thereby strengthen
the Control. Significant audit observation and corrective actions thereon are presented to
the Audit Committee of the Board.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are as follows:
1. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company and percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer and Company Secretary in the financial year:
2. The percentage increase in the median remuneration of employees in the financial
year: The median remuneration of the employees in current financial year was decrease by
2.80% over the previous financial year.
3. The number of permanent employees on the rolls of Company: 2
4. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
5. The Average 32.03% decrease was made in salary of employees. The remuneration paid
to executive directors were within the limit as per approved by the shareholders of the
Company.
6. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of the
Company.
The statement containing names of top five employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is not applicable to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
As required by the provisions of Section 134(3)(m) of the Companies Act,2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014 the relevant data pertaining to
conservation of Energy, Technology Absorption, Foreign exchange earnings is attached with Annexure
IV.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS
During the year under review, there were no significant and/or material orders passed
by any Court or Regulator or Tribunal, which may impact the going concern status or the
Company's operations in future.
INDUSTRIAL RELATIONS
The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations read with notification
SEBI/LAD-NRO/GN/2015-16/27 dated December 22, 2015, the Business Responsibility Report is
to be given only by top 500 listed companies based on market capitalization, therefore the
same is not applicable to the Company as on March 31, 2024.
MAINENTANCE OF COST RECORD
The provisions relating to maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, are not
applicable to the Company and accordingly such accounts and records are not required to be
maintained.
DEMATERIALISATION
The Demat activation number allotted to the Company is ISIN INE0IXR01019 . The company
is holding its shares in dematerialized form only.
INSOLVENCY AND BANKRUPTCY CODE
There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.
ACKNOWLEDGMENTS
The Board of Directors greatly appreciates the commitment and dedication of employees
at all levels who have contributed to the growth and success of the Company. We also thank
all our clients, vendors, investors, bankers and other business associates for their
continued support and encouragement during the year.
We also thank the Government of India, Government of Gujarat, Ministry of Commerce and
Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and
all other Government Agencies for their support during the year and look forward to their
continued support in future.
Registered Office: |
|
By the Order of the Board of |
503, Sun Square, Nr. Hotel Nest, Off. C.G. Road Navrangpura, |
|
Scarnose International Limited |
Ahmedabad, Gujarat-380006. |
Sd/- |
Sd/- |
|
Vimalkumar M Shah |
Kunjal J Soni |
|
Managing Director |
Director |
Place: Ahmedabad Date: 22nd May, 2024 |
DIN:03011067 |
DIN:08160838 |
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