As on: Oct 02, 2023 02:35 AM
Your directors take pleasure in presenting their report on the business and operations of your Company along with Audited Financial Statements for the year ended as on March 31, 2022.
FINANCIAL PERFORMANCE
(in Thousands)
Review of Performance
During the year under review, the Company has earned Rs. 1769 thousand from Revenue from Operations compared to Rs. 4618.75 thousand for the Financial Year 2020-21.The Company has earned Profit after tax of Rs.228.37 thousand during the financial year 2021-22 as compared to Rs. 29.40 thousand in the financial year 2020-21. The Board of Directors expects a growth in the Revenue from Operations and ultimately an increase in the Net Profit over the upcoming Financial Years.
Dividend & Reserves
Your directors regret to recommend any dividend for the FinancialYear 2021-22 (Previous Year - Nil).
During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the Balance Sheet.
Change in Nature of Business
During the year under review, there is no change in the Nature of business activities carried out by the Company.
Changes to Share Capital
At present, the Authorized Share Capital of the Company stands at Rs. 13,00,00,000 divided into13,00,00,000 Equity Shares of Re.1 each and the Paid-up Share Capital stands at Rs. 5,00,01,000 divided into 5,00,01,000 Equity Shares of Re. 1 each. There has been a change in Authorized Share Capital during the financial year ended as on March 31, 2022 from Rs 5,50,00,000 (Rupees Five Crores Fifty Lakhs Only) divided into 5,50,00,000 (Five Crores Fifty Lakhs) Equity Shares having face value of Re.1/- each to Rs. 13,00,00,000 (Rupees Thirteen Crores Only) divided into 13,00,00,000 (Thirteen Crores) Equity Shares having face value of Re.1/- each by way of Ordinary Resolution passed at an Extra-Ordinary General Meeting held on 29th March 2022.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board
As on the date of this report, the Board of the Company comprises of Directors as follows:
No. of Committee^
^Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies. * Mrs. Kailash Dipak Patel has resigned w.e.f. September 05, 2022. Mr. Dipakkumar Shah and Mr. Jitendrasinh Parman has resigned w.e.f. February 19, 2022.
None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.
None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.
Board Meeting
Regular meetings of the Board of Directors are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses. During the year under review, Board of Directors of the Company met6 (Six) times viz; June 24, 2021; August 13, 2021;October 08, 2021; October 23, 2021; February 07, 2022; February 19, 2022
The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;
Changes in Directors
During the Financial year 2021-22,Mr. Savankumar S Shingala and Mr. Siddharth J Patel was appointed as an Additional Independent Director by the Board of Directors at their meeting held on 19th February 2022 who were further regularizedat an Extra-Ordinary General Meeting dated 29th March 2022.
Mr. Jigneshkumar Ambalia (DIN: 07784782) as Chairman and Managing Director of the Company for a period of five (5) years w.e.f. May 18, 2022.
The Board of Directors and Nomination and Remuneration Committee have considered the profile of above directors and have recommended their appointment on the Board of the Company. Necessary resolutions for their appointment are proposed for the approval of the Members at the ensuing Annual General Meeting.
In terms of Section 161 of the Companies Act, 2013, above directors hold office up to the date of ensuing Annual General Meeting of the Company. The Company has received the notice from Member under Section 160 of the Companies Act, 2013 signifying his intention to appoint above directors on the Board of the Company.
Independent Directors
The shareholders, at the Extra-ordinary General Meeting of the Company held on March 29, 2022, had appointed Mr. Savankumar S Shingala and Mr. Siddharth J Patel, as an Independent Director for a tenure of five years. A separate meeting of Independent Directors was held on March29, 2022 to review the performance of Non-Independent Directors and Board as whole and of the chairman and assess the quality, quantity and timeliness of flow of information between Company Management and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.sharanaminfra.co.in. The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.
Details of Key Managerial Personnel
As on the date of this report, in accordance with Section 203 of the Companies Act, 2013, the Company has appointed Mr. Jigneshkumar Parshottambhai Ambalia (DIN: 07784782) as Chairman and Managing Director of the company,Mr. Paresh Ranchhodbhai Devaiyaas a Chief Financial Officer of the Company, and CS Jinesh Deepakkumar Mistry (Membership No.: A64020) as Company Secretary and Compliance Officer of the company.
Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act. o The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. o The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. o The board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of o Separate meeting of Independent Directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Directors Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: a) In preparation of Annual Accounts for the year ended March 31, 2022, the applicable Accounting Standards have been followed and that no material departures have been made from the same; b) The Directors had 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 and of the profit or loss of the Company for that year; c) The Directors had 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) The Directors had prepared the Annual Accounts for the year ended as on March 31, 2022 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMMITTEES OF BOARD
Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.
1. Audit Committee
Audit Committee meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met Four(4) times during the Financial Year 2021-22viz; June 24, 2021;August13, 2021;October08, 2021; and February07, 2022. The composition of the Committee and the details of meetings attended by its members are given below:
Number of Meetings during the Financial Year 2021-22
* up to February 19, 2022 ^ w.e.f. February 19,2022
The Company Secretary of the Company is acting as Secretary to the Audit Committee.
Mr. Dipakkumar Shah, the Chairperson of the Committee had attended last Annual General Meeting of the Company held on September 29, 2021. Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Further, the terms of reference, roles and powers of the Audit Committee is as per Section 177 of the Companies Act, 2013 (as amended).
Vigil Mechanism
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.sharanaminfra.co.in.
2. Nomination and Remuneration Committee
The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.
During the year under review, the Nomination and Remuneration Committee met Two (2) times viz;August 13, 2021 and February 19, 2022to recommend the appointment of Director and KMPs and to review the performance of Directors of the Company. The composition of the Committee and the details of meetings attended by its members are given below:
Name of Members Category Designation in Number of Meetings during the Financial Year Committee 2021-22
Held Eligible to attend Attended
Mr. Dipakkumar Shah* Non-Executive Chairman 2 2 2 Independent Director
Mrs. Kailash Dipak Patel Executive Director Member 2 2 2 Mr. Jitendrasinh Parmar* Executive Director Member 2 2 2 Mr. Savankumar S Shingala^ Independent Director Chairman - - -
Mr. Siddharth Jayantibhai Independent Director Member - - - Patel^
Further, the terms of reference of the Nomination and Remuneration Committee is as per Section 178 of the Companies Act, 2013 (as amended).
Nomination and Remuneration Policy
The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:
A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel
The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment. A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.
B. Policy on remuneration of Director, Key Managerial Personnel and Senior Management Personnel
The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel visa-vis the Company. The Company philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.sharanaminfra.co.in.
3. Stakeholders' Grievances and Relationship Committee
The Company has constituted Stakeholder's Grievance & Relationship Committee mainly to focus on the redressal of Shareholders' / Investors'Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; DividendWarrants; etc. During the year under review, Stakeholders Relationship Committee metFour(4) times during the Financial Year 2021-22viz; June 24, 2021;August13, 2021;October 08, 2021; and February 07, 2022. The composition of the Committee and the details of meetings attended by its members are given below:
Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.
During the year under review, the Company had received Nil complaints from the Shareholders. There was no complaint pending for resolution as on March 31, 2022. Further, the terms of reference of the Stakeholder's Grievance & Relationship Committee is as per Section 178 of the Companies Act, 2013 (as amended).
Public Deposits
The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2022.
Risk Management
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.
Sexual Harassment of Women at Workplace
To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of Sexual Harassment and we are complaint with the law of the land where we operate. During the year under review, there were no incidences of sexual harassment reported.
Management Discussion and Analysis Report
Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached and forms part of this Directors Report.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
Annual Return
The Annual Return for the Financial Year 2021-22 is uploaded on the website of the Company at www.sharanaminfra.co.in.
Contracts and Arrangements with Related Parties
All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Company's financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
Material changes and commitment affecting financial position of the Company
There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company and the date of this report.
Conservation of energy, technology absorption and foreign exchange earnings and outgo A. Conservation of Energy i.) The steps taken or impact on conservation of energy: None ii.) The steps taken by the Company for utilizing alternate sources of energy: None iii.) The capital investment on energy conservation equipment: None
B. Technology Absorption i.) The effort made towards technology absorption: None ii.) The benefit derived like product improvement, cost reduction, product development or import substitution: None iii.) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - a. The details of technology imported: None b. The year of import: None c. Whether the technology has been fully absorbed: None d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None iv.) The expenditure incurred on Research and Development: None
C. Foreign Exchange Earnings & Expenditure: i.) Details of Foreign Exchange Earnings: Nil ii.) Details of Foreign Exchange Expenditure: Nil
Particular of Employees
The ratio of the remuneration of each whole-time director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
Internal Financial Control
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.
Statutory Auditors
M/s. A K Ostwal & Co., Chartered Accountants (FRN: 107200W), were appointed as Statutory Auditors of the Company at the meeting of the Board of Directors held on August 05, 2022 to fill the casual vacancy caused due to Resignation of Mr. Sanket Shah, Chartered Accountant, Ahmedabad (Membership No.: 150873) who shall hold the office up to the conclusion of ensuing Annual General Meeting to be held in the year 2022. M/s. A K Ostwal & Co.,at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors. They have given their consent for their Appointment as Statutory Auditors of the Company and has issued certificate confirming that their appointment, if made, will be within the limits prescribed under the provisions of Section 139 of the Companies Act, 2013 ('the Act') and the rules made thereunder. The Report given by the Auditors on the financial statement of the company is a part of this Annual Report.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Anand Lavingia, Company Secretary in Practice (ACS No.:26458 COP No.: 11410) to undertake the Secretarial Audit of the Company for the financial year 2021-22. The Secretarial Audit Report is annexed herewith as Annexure - B. Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
Corporate Governance
Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report of Directors under relevant heading.
Compliance with the provisions of SS 1 and SS 2
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly complied by your Company.
General Disclosure
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review; (i) Details relating to deposits covered under Chapter V of the Act; (ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise; (iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iv) Annual Report and other compliances on Corporate Social Responsibility; (v) There is no revision in the Board Report or Financial Statement; (vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and company's operations in future; (vii) Information on subsidiary, associate and joint venture companies.
Acknowledgment
Your company & Directors wish to place on record their appreciation of the assistance and co-operation extended by Investors, Bankers, Business Associates, and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company.