As on: Jun 29, 2025 11:16 AM
Dear Members,
Your Directors have pleasure in presenting their 38th Annual Report together with Audited Statement of Accounts for the year ended on 31st March, 2024.
1. Operations and State of Affairs of the Company:
The detailed financial statement of the Company for the financial year 2023-24 is attached with this report. However, the performance of the Company for the financial year ended on 31st March, 2024 is summarized below:
During the Financial Year 2023-24 there is Revenue of Rs. 57.42 Lacs from operation. The Company has other income of Rs. 154.58/- Lacs during the financial year 2023-24 as compared to previous financial year 2022-23 of Rs. 170.24/- Lacs. During the year, Company has Profit after tax of Rs. 87.08/- Lacs.
2. Share Capital
The paid-up Equity Share Capital as at March 31, 2024 stood at Rs. 124 Lacs. There was no change in the paid-up share capital during the year under review.
3. Dividend and Reserves
The company has not declared any Dividend during the financial year 2023-24. During the year under review, the Company has not transferred any amount to any of the reserves maintained by the Company.
4. Material changes and commitments, if any, affecting the financial position of the Company which have occurred betw een the end of the financial year of the Company to w hich the financial statements relate and the date of the report
There are no material changes and commitments affecting the financial position of the company between the end of financial year and the date of report.
5. Consolidated Financial Statements and Cash Flow Statement
Your Company is not required to consolidate financial statements therefore Accounting Standard 21 issued by the Institute of Chartered Accountants of India not applicable.
Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014 is not applicable on your Company.
As stipulated by Clause 32 of the Listing Agreement, Cash flow statement for the financial year ended March 31, 2024 were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditor's Report thereof form part of the Annual Report.
6. Subsidiary Companies
During the year, the Company has no subsidiary Company therefore there is need not to submit any information and documents pertaining to subsidiary company under the Companies Act, 2013 and Listing Regulation.
7. Financial Position and Performance of Subsidiaries, Joint Ventures and Associates
During the year, the Company has no subsidiary Company and Joint Ventures and Associates therefore there is need not to submit any information and documents pertaining to subsidiary company under the Companies Act, 2013 and Listing Regulation.
S. Directors' Responsibility' Statement
Pursuant to the requirements of Section 134 of the Companies Act, 2013 and to the best of their knowledge & belief and according to the information and explanations obtained, your Directors state that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;
b) such accounting policies have been selected and applied consistently andjudgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis;
e) requisite internal financial controls were laid down and that financial control are adequate and arc operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
9. Internal Control System and their adequacy
The Company has proper and adequate internal control systems, which ensure that all assets are safeguarded against loss from unauthorized use and all transactions are authorized, recorded and reported correctly. The Management continuously reviews the internal control systems and procedures
to ensure orderly and efficient conduct of business. Internal audits are regularly conducted, using external and internal resources to monitor the effectiveness of internal controls.
10. Details of Board Meetings
During the year under review, the Board met Eight times viz. on May 20, 2023, July 11, 2023, August 10, 2023, September 12, 2023, November 07, 2023, February 02, 2023 March 02nd, 2024 and March 30lh, 2024. The necessary quorum was present during all the meetings. The Notice along with Agenda of each Board Meetings were given to each Director of the Company.
The intervening gap of the board meetings were within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All tire recommendations made by the Audit Committee w'ere accepted by the Board of Directors at their respective meetings.
Pursuant to the requirements of Schedule TV to the Companies Act, 2013 and Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on February 02, 2024.
Your company's Board of Directors have constituted the following committees:
a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholder Relationship Committee;
During the year Annual General Meeting was held on June 19, 2023.
11. Directors and Key Managerial Personnel
As per provision of Section 152(6) of the Act, Mrs. Neclima Mahcshwari (DIN 00194928), Non- Executive Director, retires by rotation at the ensuing AGM and, being eligible, offers herself for re- appointment.
Mr. Inder Prakash Jain (DIN: 00229945) and Mr. Govind Nuwal (DIN: 05162530) has completed their term as Independent Directors as on March 31st, 2024.
The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations:
• The Company has Appointed Mr. Rahul Rohira (DIN: 10555348) and Mr. Manish Gupta (DIN: 10555347) as an Additional and Non-Executive Independent Director on the Board for a tenure of 5 years from March 30th, 2024 to March 29th, 2029 (both days inclusive), subject to approval of Members at this AGM. He shall hold office as Additional Director upto the date of this AGM and is eligible for appointment as an Independent Director.
• Mrs. Neha arvind, Company Secretary & Compliance Officer has resigned with effect from 29lh June 2023.
• Ms. Deeksha Du gar appointed as Company secretary & Compliance Officer with effect from 11th July 2023 and has resigned with effect from 05,h December, 2023.
• Ms. Bhavika Sharma appointed as Company secretary & Compliance Officer with effect from 2nd March, 2024.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards (‘SS') - 2 on General Meetings are given in the Notice of AGM, forming part of the Annual Report.
12. Declaration by Independent Directors
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of the Companies Act, 2013 read with the schedules and Rules issued there under as well as Regulation 16( 1 )(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibility in the Company, nature of the industry in which the Company operates and other related matters are put on the website of the Company at the link: www.shricon.in
13. Key Managerial Personnel
The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:
1. Mr. Manoj Jain as Chief Executive Officer (CEO),
2. Mr. Piyush Gupta as Chief Financial Officer (CFO) of the Company,
3. Mrs. Neha Arvind up to 29th June 2023, Ms. Deeksha Dugar for a period from 11th July 2023 till 05,h December, 2023 and Ms. Bhavika Sharma as Company Secretary w.e.f. 02nd March, 2024.
14. Auditors and Auditors' Report
M/s. Kalani & Company, Chartered Accountants (ICAI Firm Registration No. 000722C), was appointed as Statutory Auditor of the Company by the members at their AGM held on 24th September, 2022 for a period of 5 years to hold office from the conclusion of the said AGM until the conclusion of the AGM of the Company to be held in calendar year 2027. M/s. Kalani & Company, Chartered Accountants has resigned on 12th August, 2023 before completion of its term, from the position of Statutory Auditors due to inadequate amount of Audit Fees. The Audit Committee and Board of Directors of the Company aligned with the reasons stated in the resignation letter received from the Auditors. The resignation of M/s. Kalani & Company, before completion of its term as auditor caused a casual vacancy in the office of Statutory Auditors as per the provisions of section 139(8) of the Companies Act, 2013 and casual vacancy so caused by the resignation of auditors which was filled by M/s. R S Dani & Co., Chartered Accountants (ICAI Firm Registration No. 000243C) by passing of resolution through postal ballot w.e.f. December 9th, 2023 to hold office up to the conclusion of this Annual General Meeting of the Company.
M/s. R S Dani & Co., Chartered Accountants (ICAI Firm Registration No. 000243C) proposed to lie appointed for their first term of 5 years for auditing as a Statutory Auditor of the Company from financial year 2023 till end of the Financial year 2028 (till the conclusion of the 42nd Annual General Meeting of the Company to be held in year 2028) at such remuneration as may be mutually agreed to, between the Board of Directors and the Auditors.
M/s. R S Dani & Co., Chartered Accountants (ICAI Firm Registration No. 000243C) have experience in various types of audits including Statutory Audits, Internal Audits, Stock Audits, Due Diligence and Investigation audits. They have experience in auditing different kinds of entities including Large Corporates, Small and medium sized entitles, Multi locational entities etc. The Audit Firm has valid Peer Review certificate. The Board proposes and recommends the aforesaid resolution for your approval.
The Statutory Auditors' Report forms part of the Annual Report. The Statutory Auditor's report does not contain any qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.
15. Cost Audit
The Company is not required to conduct cost audit during the financial year 2023-24.
16. Secretarial Audit
Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed M/s. Bharat Rathore & Associates, Practicing Company Secretaries, Kota as Secretarial Auditor of the Company for the Year 2024-25.
In accordance with the Section 204 of the Act, M/s. Bharat Rathore & Associates, have submitted their Secretarial Audit report in prescribed format and the same has been attached at Annexure-A. The report so submitted is self-explanatory and does not call for any further explanation(s) / comment(s).
The Board of Directors appointed M/s. Bharat Rathore & Associates, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2024-25.
The Secretarial Audit Report of M/s. Bharat Rathore & Associates, Practising Company Secretaries for the financial year ended 2023-24, is annexed as Annexure A.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.
17. Particulars of Loans, Guarantees or Investment
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements.
18. Particulars of Contract or arrangement with Related Parties
All related party transactions (RPTs) which were entered into during the financial year were on arm's length basis and did not attract provision of Section 188 of the Companies Act, 2013. There were material transaction entered with related parties, during the year under review', which have been disclosed in Form AOC-2 as an Annexure-2. All transactions (if any) covered under Related Party Transactions are regularly/periodically ratified and/or approved by the Board/Audit Committee.
The Related Party Transaction Policy as approved by the Board is uploaded on the Company's website at the web link: http://www.shricon.in.
All the related party transactions are entered into at arm's length in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulation and there are no materia] significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have a potential conflict with the interests of the Company FORM AOC-2 has been attached with this Directors Report.
19. Particulars of Employees
The information required under Section 197(12) of the Companies Act, 2013 read with the Companies!Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the name and other particulars of employees are to be set out in the Directors' Report as an addendum or annexure thereto.
However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, me being sent to all Members of your Company and others entitled thereto, excluding the aforesaid information about the employees. Any Member who is interested in obtaining these particulars may write to the Compliance Officer at the Registered Office of the Company.
None of the employee listed in the said Annexure is a relative of any director of the Company. None of the employee holds (by himself or along with his spouse and dependent Children) more than two percent of the Equity shares of the Company.
20. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
Consider the business activities of the Company the requirement relating to providing the particulars relating to conservation of energy and technology absorption stipulated in Rule 8 of the Companies (Accounts) Rules 2014 required to be furnished u/s.134 (3)(m) of the Companies Act, 2013 are as follows:
Conservation of Energy:
Technology absorption:
Foreign Earnings & Outgo
21. Composition of Audit Committee
In line with the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Committee is as below:
1. Mr. Rahul Rohira as Chairman of the Audit Committee. (Independent Director)
2. Mr. Manish Jain as Member of the Audit Committee (Independent Director)
3. Mr. Om Prakash Maheshwari as Member of the Audit Committee.
22. Vigil Mechanism
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The mechanism under the policy has been appropriately communicated within the organization. The Whistle Blower Policy is available on the website of the Company.
23. Performance Evaluation
Pursuant to Clause 49 of the Listing Agreement read with provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance and that of the individual Directors. The evaluation criteria, inter alia, covered various aspects of die Board's functioning including its composition, execution and performance of specific duties, obligations and governance. The performance of individual directors was evaluated on parameters such as Attendance and participation in the Meetings, Contribution towards growth of the Company, Leadership initiative, Team work attributes and supervision of staff members, Compliance with policies, safeguarding the interest of the Company etc. The Directors expressed their satisfaction with the evaluation process.
24. Key Parameters for appointment of Directors and Key Managerial Personnel
The Nomination and Remuneration Committee has formulated a detailed policy for appointment of directors, key managerial personnel which is designed to attract, motivate and retain best talent. This policy applies to directors, senior management including its Key Managerial Personnel (KMP) and senior management of the Company. The remuneration of the Executive Directors and KMPs of the Company is recommended by the Nomination and Remuneration Committee based on the Company's remuneration structure taking into account factors such as level of experience, qualification and suitability. The Company generally pays remuneration by way of salary, perquisites and allowances.
25. Public Deposits
During the year, your Company has neither invited not accepted any deposits from the public within the meaning of section 2(32) and 74 of the Companies Act, 2013 and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date.
26. Policies of the Company
Your Company has posted the following documents on its website www.shricon.in.
1. Code of Conduct and Ethics
2. Whistle Blower Policy
3. Related Party Transaction Policy
4. Familiarization Program.
5. Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by insiders
6. Remuneration Policy
7. Code of Fair Disclosure
27. Human Resource and Employee's Stock Option Scheme
Your Company has been able to create and continuously improve a favorable work environment that encourages innovation and meritocracy at all levels. Employees' relations remained cordial at all the Company's locations. The Directors take this opportunity to record their appreciation for the outstanding contribution.
There is no Employees Stock Option Plan 2013 (ESOP 2013) in the Company.
28. Significant and Material Orders Passed by the Regulators or Courts
During the financial year under review, no significant or material orders were passed by any Regulatory/ Statutory Authorities or the Courts or tribunals which would impact the going concern status of the Company and its future operations.
29. Extract of Annual Return
In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended on 3131 March 2024 in the prescribed form MGT- 7 is disclosed on the website of the at www.shricon.in.
30. Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 docs not applicable to the Company.
31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place a Sexual Harassment Policy in line with tire requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24:
No. of complaints received : Nil
No. of complaints disposed off : Nil
32. Management Discussion And Analysis Report
Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "SEBI's Listing Regulations"), the operations of the company are reviewed in detail in the Management Discussion and Analysis Report are forming part of Report.
33. Business Responsibility Reporting
The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2024.
34. Disclosures Linder Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act 2013
During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
35. Green Initiative
Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email addresses are available with the Company. Your Company appeals other Members ill so to register themselves for receiving Annual Report in electronic form.
36. Changes in the Nature of Business, if Any
The Company continued to provide Real Estate services and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company during the year under review.
37. Particulars of Remuneration
Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are placed on the Company's website www.shricon.in as an annexure to the Board's Report.
A physical copy of the same will be made available to any shareholder on request, as per provisions of Section 136(1) of the said Act. Details as required under the provisions of Section 197(12) of the Companies Act 2013, read with Rule 5(2) and 5(3) of the said Rules, which form part of the Board's Report, will be made available to any share holder on request, as per provisions of Section 136(1) of the said Act.
38. Industrial Relations
Industrial Relations continued to remain peaceful and cordial throughout the year. We value the long association of our stakeholders to sustain industrial harmony and create a positive work environment. By introducing various new work practices we have succeeded in enhancing manpower productivity & attendance to the optimum.
39. Acknowledgements and Appreciation
Your Directors are thankful to all the shareholders, Advisors, Bankers, Governmental Authorities, media and all concerned for their continued support. The Directors acknowledge the commitment and contribution of all employees to the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.