As on: May 01, 2025 04:34 AM
TO the Meml&rS,
Your Company's Board of Directors ("Board") is pleased to present the 51st (Fifty-First) Annual Report of Stovec Industries Limited ("Stovec" or "Company") for the financial year ended 31st December, 2024 ("year under review" or "year" or "FY24").
1. FINANCIAL PERFORMANCE
(' in Million except EPS)
During the year under review, the Company recorded net revenue from operations of ' 2,345.70 Million, higher by 13.18 % compared to ' 2,072.56 Million of the last financial year. The Company recorded a net profit of ' 129.61 Million during the financial year ended 31st December 2024, against a net profit of ' 90.37 Million in the previous financial year ended 31st December 2023. The Company's EBITDA stood at ' 222.01 Million an increase by 35.12 % over the EBITDA of ' 151.53 Million for the last financial year. The operations and financial results of the Company are further elaborated in the Management Discussion and Analysis Report.
The Board of Directors has decided to retain the entire amount of profit for financial year ended 31st December 2024, appearing in the Statement of Profit and Loss.
The Company does not have a subsidiary or associate or joint venture, therefore, disclosures regarding the same are not provided in the Report.
2. DIVIDEND
During the year under review, the Board of Directors of the Company has declared and paid an Interim Dividend of ' 115/- per equity share of ' 10 each to the shareholders of the Company. The total cash out flow on account of payment of Interim Dividend was ' 240.12 Million.
Board further decided to retain earnings for its business and no final dividend was declared. Board recommends to the shareholders for consideration of interim dividend of ' 115/- paid on 5th June, 2024 as the final dividend for the financial year ended 31 st December, 2024.
Unclaimed dividend of ' 1.76 Million pertaining to FY2016 had transferred to the Investor Education and Protection Fund (‘IEPF') in the reporting year upon completion of seven years in accordance with IEPF Rules.
3. SHARE CAPITAL
During the year under review, there was no change in the paid-up share capital of the Company. The Company's paid-up equity share capital stood at ' 20.88 Million as on 31st December, 2024. No shares or securities were issued by the Company during the year.
4. CONSERVARON OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required to be given under Section 134(3)(m) of the Companies Act, 2013 ("Act") relating to energy conservation, technology absorption, foreign exchange earnings and outgo, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended in Annexure-I to this Report.
5. DEPOSITS
The Company has not accepted any deposits during the year falls under Chapter V of the Act and rules made thereunder.
6. CORPORATE GOVERNANCE
Report on Corporate Governance pursuant to SEBI Listing Regulations, is annexed to the Annual Report as Annexure-II along with the certif?cate of Practicing Company Secretary for compliance of the conditions of Corporate Governance.
7. AUDIT COMMITTEE
The Company has in place Audit Committee in terms of requirements of the Act read with rules framed thereunder and the SEBI Listing Regulations, the details thereof are given in the Corporate Governance Report forming part of this report. Board has accepted all the recommendations of the Audit Committee and there was no single incidence of deviation from the recommendations during the year under review.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st December, 2024, the Board of Directors comprised of 6 (Six) members, consisting of 1 (One) Executive Director, 2 (two) Non-Executive Non- Independent Directors and 3 (Three) Independent Directors including 1 (One) Women Independent Director. The Board has an appropriate mix of Executive, Non-Executive Non-Independent and Independent Directors, in compliance of the Companies Act, 2013, the SEBI Listing Regulations and is also aligned with the best practices of Corporate Governance.
Retirement
Mr. Khurshed M. Thanawalla and Mr. Marco Wadia, Independent Directors of the Company shall retire on
6th May, 2025 due to completion of their second and final term and they will be ceased to be Director of the Company from close of business hours of that day.
Re-appointment
Mrs. Kiran Dhingra (DIN 00425602) Independent Director shall be completing her first term of five years on 31st March 2025 and eligible for reappointment. The Board, on recommendation of the Nomination and Remuneration Committee, considering her knowledge, acumen, expertise, experience (including the proficiency), skills, valuable contribution and performance report, had approved her re-appointment as an Independent Director of the Company for her second term of 5 (five) consecutive years commencing from 1st April 2025.
Company has received a consent from Mrs. Dhingra, various other disclosures and declarations inter alia confirming that she meets the criteria of Independence as prescribed for Independent Directors under Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Special Resolution seeking approval of members for her re-appointment has given in the Notice of AGM.
Retirement by Rotation
As per the provisions of the Act, and the Articles of Association of the Company, Mr. Eiko Ris (DIN: 07428696) Non-Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, seeks re-appointment. The Board recommend his reappointment to the shareholders at the ensuing AGM seeking their approval on the resolution proposed in the notice of AGM.
Directors proposed to be appointed/re-appointed possess requisite qualifications, experience, and expertise that are required for the role, and they hold high standards of integrity and relevant proficiency. None of the directors has been disqualified as specified in section 164 of the Act nor debarred or disqualified from being appointed or act as director of the Company as specified in Regulation 34(f) of the SEBI Listing Regulation. Company has also obtained certif?cate from Sandip Sheth and Associates confirming that they are not disqualified to act as Director.
Company meets the requirement of section 203 of the Act of having Key Managerial Personnel (KMP). Mr. Shailesh Wani, Managing Director (DIN: 06474766), Mr. Paras Mehta, Chief Financial Officer and Mr. Sanjeev Singh Sengar, Company Secretary are the KMP of the Company.
The Independent Directors have given requisite declarations confirming that they continue to meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they complied with Schedule IV of the Act and the Company's Code of Conduct. The Independent Directors of the Company are registered with data bank of the independent directors maintained by the Indian Institute of Corporate Affairs (IICA) and they meet the requirements of proficiency self-assessment test. Familiarization program
Board understand the value of familiarization for the independent directors, thus the Independent directors are being acquainted at the time of their joining Company's business, industry's overview, its business model, and other associated elements. On regular basis they are being acquainted with company's performance, business updates, associated risks and opportunities etc. through various presentations at the meeting of the board of directors of the Company and that the regulatory updates are also presented or circulated to the Board members from time to time towards their familiarization program.
9. BOARD MEETING
During the financial year, four meetings of the Board were held, details of which are furnished in the Corporate Governance Report section of this report. Disclosure on the compliance of Secretarial Standards: The Board affirms to the best of their knowledge that the Company has complied with all the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.
10. PERFORMANCE EVALUATION
The performance evaluation of the Directors, Chairman, Board as a whole and Committees of the Board were made during the year in accordance with the provisions of the Act and SEBI Listing Regulations. Nomination and remuneration committee (NRC) has evaluated the aforesaid performance taking into accounts inter alia feedback of the each of the directors on structured questionnaire made for evaluating the above performance. Independent Directors in their meeting has also evaluated the performance of Chairman and the directors individually. Chairman of NRC has declared the result of such performance evaluation in the meeting of NRC and based on said evaluation, NRC satisfied with the performance of Board, committees and each individual directors. The evaluation process has been further elaborated in corporate governance report section of this report.
11. CORPORATE SOCIAL RESPONSIBILITY
In accordance with Section 135 of the Act and Rules framed thereunder, the Corporate Social Responsibility ("CSR") Committee has been constituted consisting
of three members, details of which is given in the Corporate Governance Report. The Company has implemented its CSR projects during the year directly and indirectly through the implementing agencies approved by the Board. Brief of such CSR projects has been provided elsewhere in this annual report.
Annual report on CSR activities of the Company including content of its CSR policy in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014, has been provided in Annexure-III to this report.
12. BUSINESSRESPONSIBILITYANDSUSTAINABILITY REPORT ("BRSR")
Business Responsibility and Sustainability Report ("BRSR") is mandatory for top 1000 listed companies based on their market capitalization in terms of Regulation 34(2)(f) of the SEBI Listing Regulations and your company positioned at 1536 of top 2000 companies. However, we are pleased to disclose our ESG performance through this BRSR framework demonstrating corporate citizenship, business ethics & integrity, and responsibility towards society and the environment in terms of Regulation 3(2A) of SEBI Listing Regulations. The BRSR of the current financial year is annexed to this Annual Report as Annexure-IV and also available on the website of the Company.
13. NOMINATION AND REMUNERATION POLICY
Essence of the Nomination and Remuneration Policy of the Company is provided in Corporate Governance Report section of this report.
14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal control system commensurate with the size, scale and complexity of its operations and they are well defined. Management and the Internal Auditors monitors and evaluates the efficacy and adequacy of internal control systems of the Company with reference to the Financial Statement, its compliance with standard operating procedures, accounting procedures and policies. Reports of Internal Auditor are quarterly placed before the Audit Committee for its review. Based on the report of Internal Auditors, process owners undertake corrective actions in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee.
Our internal control system, supports orderly and efficient conduct of its business including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and timely preparation of reliable financial information. During the year under review, no material weakness is reported and observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.
15. ANNUAL RETURN
Annual Return for FY2023 filed during the year is available on the Company's website at www.stovec.com as required by section 92 of the Act.p>
16. CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
Company is part of SPGPrints group having global presence and it does business globally directly and through the group companies. Hence, the transactions with the group companies including the parent company are mainly the related parties transactions. All those such transactions that were entered during the year were on the arms' length pricing and in the ordinary course of business and none of them were material except those for which members approval were already taken in previous AGM held in 2024. Particulars of such material related party transactions are reported in Form AOC-2 as required by section 134 read with section 188 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014 by way of Annexure-V to this report.
During the year under review, the Related Party Transactions (RPTs) had been placed before the audit committee for seeking its prior approval and audit committee grants its approval considering, inter alia, their nature and repetitiveness. There was no material modification in any of the RPTs during the year. All RPTs including omnibus approvals are reviewed by the audit committee quarterly.
The policy on Related Party Transactions is hosted on the Company's website at www.stovec.com. The related party disclosures are made in note no. 32 of notes to financial statements.
17. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
As at 31st December, 2024, the Company has no inter- corporate loans, investments, guarantees or security as specified in Section 186 of the Act
18. VIGIL MECHANISM
Your Company believes in doing business with integrity and displays zero tolerance for any form of unethical behavior. In terms of Section 177(9) of the Act, vigil mechanism for the Directors and employees has been framed to report the unethical behavior,
malpractices, wrongful conduct, frauds, violations of the Company's code of conduct, which also provides for adequate safeguards against victimization of director(s) / employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional circumstances. Audit Committee oversees and review the functioning of this policy from time to time.
The whistleblower policy of the company is available on the Company's website at www.stovec.com at https://2131785.fs1.hubspotusercontent-na1.net/ hubfs/2131785/Med?a%20(webs?te)/Stovec%20 ?nvestor%20relations/6.%20Pol?c?es/Wh?stle%20 Blower%20Policy.pdf
19. RISK MANAGEMENT
Your company has a risk management policy pursuant to Section 134(3)(n) of the Act, read with Companies (Accounts) Rules, 2014, which guides identification of risk, that may threaten to the existence of the Business of the Company, assess them and mitigation plan.
The risk management process is designed to safeguard the organization from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates. The Audit Committee oversees the risk management system and its adequacy.
20. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) and 134 (5) of the Act, your directors confirm, to the best of their knowledge and belief:
a) that in the preparation of the annual financial statements for the year ended 31st December, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31 st December, 2024 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual financial statements for the year ended 31st December, 2024, have been prepared on a going concern basis;
e) that proper internal financial Controls are in place in the Company and that such internal financial controls are adequate and are operating effectively; and
f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
21. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Company has framed a policy on prevention of sexual harassment of women at workplace which aims to provide protection to women employees at workplace and prevent and redress complaints of sexual harassment and the matters connected therewith or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. There has been an Internal Complaint's Committee to look after the redressal of complaints regarding sexual harassment. No complaint under this policy has been reported during the year.
22. AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS
M/s. Price Waterhouse Chartered Accountants LLP, (FRN 012754N/N500016), was appointed as the Auditor of the Company filling up the casual vacancy caused by the resignation of M/s S R B C & CO LLP, former auditor to hold office up to the date of this AGM. The Board on the recommendation of audit committee has approved the appointment of Price Waterhouse as the auditor of the Company for a term of 5 (five) years to hold office from the conclusion of ensuing 51st AGM till the conclusion of 56th AGM to be held in the year 2030. Price Waterhouse has conveyed its consent and eligibility to be appointed as the Statutory Auditor of the Company along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013. Therefore, resolution seeking appointment of Price Waterhouse as the Statutory Auditor of the Company for 5 years has been proposed and recommended to the members of the Company in the notice of convening AGM of the Company.
INTERNAL AUDITOR
M/s. Shah & Shah Associates, Chartered Accountants, (Firm Registration No. 113742W) who had been an Internal Auditor of the Company was re-appointed by the Board on the recommendation of audit committee
as internal auditor for the FY2025 for the purpose of maintaining proper and adequate internal financial control.
COST RECORDS AND COST AUDITORS
In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, your company duly maintain the cost accounts and records.
Board on the recommendation of the audit committee has reappointed M/s Dalwadi and Associates, Cost Accountants (Firm Registration No.000338) as its Cost Auditors to audit the cost records of the Company for the financial year 2025. The Audit report on the cost records of the Company will be submitted to the Central Government in due course. A certificate has been received from the Cost Auditors to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limit as specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking member's approval for the remuneration payable to Cost Auditors forms part of the Notice convening AGM and the same is recommended to the members.
SECRETARIAL AUDIT
Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations, M/s Sandip Sheth & Associates, firm of Practicing Company Secretaries having firm unique code P2001GJ041000 was appointed Secretarial Auditor of the Company for conducting Secretarial Audit for the financial year ended on 31st December, 2024. The secretarial audit report of the secretarial auditor is annexed to this report as Annexure-VI. Further, in terms of new Regulation 24A of SEBI Listing Regulations, the Company is required to appoint a Secretarial Auditor for 5 (five) years with the approval of its shareholders in the AGM. Board, based on the recommendation of the Audit Committee, appointed said firm i.e. M/s. Sandip Sheth & Associates as the Secretarial Auditor of the Company for five financial years from FY2025 to FY2029, and recommended to the shareholders passing a resolution for its appointment included in the notice of ensuing AGM. The proposed firm has given its consent cum eligibility certif?cate confirming that the appointment, if made, would be within the limits prescribed by Institute of Company Secretaries of India (ICSI) for maximum number of Secretarial Audits and that they are not disqualified to be appointed as the Secretarial Auditor as required by SEBI Listing Regulations. They have also provided confirmation that they hold a valid certif?cate issued by the ‘Peer Review Board' of the ICSI.
AUDITORS REPORT
The Auditors' Report to the members for the year under review does not contain any qualifications or reservations or adverse remarks of the respective auditors except observation at serial 15(vi) of auditors report relating to audit trail.
In response to above remark of the auditor, Board would like to state that the Company is maintaining its books of accounts in accordance with the provisions of Companies Act, 2013 read with Companies (Accounts) Rules, 2024 and that the books of accounts are maintained electronically using accounting software (ERP D365) that has an in-built feature of audit trail. Such audit trail in ERP D365 was activated and enabled since October 2024 and it was provided to the auditor during their audit in last quarter of the year. However, it was lost inadvertently due to cleaning up exercise of the system to improve system performance.
On noticing such unfortunate event, management has taken immediate corrective actions and restored the data related to audit trail from available back up for period starting from 18th December, 2024. It is, therefore, separate audit trail as required for reporting is available subsequent to closure of the year. However, as this is done after 31st December, 2024 the above mentioned auditors remark is there due to the reason of non-availability of said audit trail as on 31st December 2024. Further, there is no concern about actual data and its preservation. The remark is merely related to non-maintenance of audit trail of data and accounting transactions. The Company has sound internal control system to protect the data and Board do not see any material adverse effect on the financial statement or functioning of the company due to above incident.
There have been no instances of fraud reported by any of the auditors under Section 143(12) of the Act and Rules made thereunder, either to the Company or to the Central Government.
23. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report, which affect the financial position of the Company.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
As on date of this report, there are no significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and operations of the Company in future.
25. PARTICULARS OF EMPLOYEES
The statement related to the remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is provided as Annexure-VII to this Report.
The information on employees' particulars as required by Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. The full Annual Report is being sent to the eligible members excluding such information as per Section 136 of the Act. The said information is available for inspection by any members at the Registered Office of the Company on any working day (i.e. except Saturday, Sunday and Public Holidays) up to the date of Annual General Meeting and also electronically. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
26. ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to health and safety of its employees, contractors and visitors. We are please to say that we all compliant of Environmental, Health & Safety (EHS) Regulations stipulated under the Water (Prevention and Control of Pollution) Act, The Air (Prevention and Control of Pollution) Act, The Environment Protection Act and other applicable Industrial Laws. Our mandate is not to comply but to go beyond compliance standards, and we are progressive in this direction.
The health and safety of our people is paramount. We prepare our people as much as possible for the potential risks in our facilities. This preparation includes adherence to clear standards, education, training, auditing and follow-up to reinforce accountability.
27. HUMAN RESOURCE & INDUSTRIAL RELATIONS
Your directors believe that the key to the success of any Company are its employees. Industrial Relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.
28. GENERAL
a. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
b. The Company is debt free and has no loan. Henee, there has been no such instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.
29. ACKNOWLEDGEMENT
Board extends its gratitude and appreciation for the contribution, co-operation and confidence reposed by SPG Prints B.V., the Parent Company, Central & State Governments Ministries and departments,
shareholders, customers, suppliers, business associates, bankers, employees, value chain partners and other stakeholders for their trust and support. We look forward for their continued co-operation and support in years to come.