To The Members,
Your Directors are pleased to present the 40th Annual Report together with the audited
financial statement of the company for the year ended on 31st March, 2023.
31st March, 2023 are as under: Thesummarizedfinancial
Financial Results
Particulars |
2022-23 |
2021-22 |
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
| Gross Income |
6,280.35 |
6857.15 |
| Gross Profit |
552.43 |
816.82 |
Less: |
|
|
| Depreciation |
110.88 |
94.16 |
| Finance Charges |
97.96 |
97.83 |
| Total tax expenses |
89.50 |
177.60 |
| Other Comprehensive Income |
2.86 |
2.09 |
Net Profit/(Loss) |
251.23 |
445.14 |
| Balance of P&L Account B/F |
801.47 |
356.33 |
Appropriation: |
|
|
| Transfer to General Reserve |
- |
- |
| Appropriation of Dividend |
43.00 |
|
Balance of Profit/Loss Carried Forward |
1,009.70 |
801.47 |
Operations
During the year under report, performance of the company is upto the mark. Gross Income
of the Company is Rs.6,280.35 Lakh as compare to Rs.6857.15 Lakh in the previous year.
Gross Profit of the Company isRs.552.43 Lakh as compare to Rs.816.82 Lakh for the previous
year.After providing Depreciation, Finance Charges and Taxation, the company has incurred
NetProfit Rs.251.23 Lakh. The performance of the year is satisfactory. of
Dividend
Your directors have recommended a dividend of 10% (Rs.1/- per Equity Share of face
value of Rs.10 each) on the fully paid up Equity Shares out of the profits of the Company
for the FY 2022-23. The said dividend, if approved by the shareholders, would result into
a cash outflow of Rs.50 Lakh.
Transfer to Reserves
We do not propose to transfer any amount to general reserve on declaration of dividend.
Deposits
The Company has not accepted any Deposits from the public and it is therefore not
required to comply with the requirement under the Companies (Accounts) Rules, 2014.
Change in Share Capital
During the financial year 2022-23, The Company has converted remaining 7,00,000
Warrants into 7,00,000 equity shares on March 14, 2023 at an issue price of Rs. 20.75 (Rs.
10.75 Premium) each out of total issued 12,10,000 Convertible Equity Warrants. The Share
Capital of the Company was increased toRs.5,00,00,000/-.
Annual Return
As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY
2022-23 is uploaded on the website of the Company and can be accessed at www.sanrhea.com.
Number of Meetings of the Board of Directors and Audit Committee
A calendar of Meetings was prepared and circulated in advance to the Directors.
During the year under review Six Board Meetings were held on 25.05.2022, 02.08.2022,
02.09.2022, 12.11.2022, 01.02.2023 and 14.03.2023 respectively. FourAuditCommittee
Meetings were convened on 25.05.2022, 02.08.2022, 12.11.2022 and 01.02.2023 respectively.
Meeting of Nomination and RemunerationCommittee was held on 25.05.2022. Stakeholders
RelationshipCommittee and Independent Directors meeting was held on
25.05.2022.CSRCommittee meeting was held on 02.08.2022 and 12.11.2022. The intervening gap
between the Meetings was within the period prescribed under the rules and regulations
applicable to the Company.
Particulars of Loan, Guarantees and Investment
During the reporting period, your Company has not made any loans, guarantees or
investments under section 186 of the Companies Act, 2013 and rules thereof.
Particulars of Contracts or Arrangements with Related Parties
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and
arrangements with related parties under Section 188(1) of the Act, entered by the Company
time to time.
During the year, the Company has not entered into any contract or arrangement with
related parties which could be considered ‘material according to the policy of the
Company on Materiality of Related Party Transactions.
Your attention is drawn to the Related Party disclosures set out in the Notes forming
part of the Account.
EnerTechnology Absorption and Foreign Exchange Earnings and Outgo Conservation of
Particulars relating to conservation of Energy, Technology Absorption, Foreign exchange
earnings and outgo, are given separately in the Annexure hereto and form part of this
report as Annexure - I.
Management Discussion and Analysis Report
Management Discussion and Analysis Report is set out in a separate sectionincluded in
this Annual Report as Annexure - II.
companyMaterial changes and commitments affecting the financial positionof
There are no material changes and commitments affecting financial position of the
company which have occurred between the end of financial year and date of report.
Subsidiaries, Joint Ventures and Associate Companies
During the year under review, Company does not have any subsidiary company and none of
the companies has become or ceased to be Companys subsidiaries, joint ventures or
associate companies.
Report on the performance and financial position of each of the subsidiaries,
associates and joint venture companies
During the year under review, none of the companies have become or ceased to be
Companys subsidiaries, joint ventures or associate companies, therefore Report on the
performance and financialpositionof each of the subsidiaries, associates and joint venture
companies is not require to be given.
Directors
Appointment/Re-appointment
Pursuant to Sections149, 152 and other applicable provisions, if any, of the Companies
Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall
retire every year and, if eligible, offer themselves for re-appointment at every AGM.
Consequently, Mahendrasingh Kishansingh Hada (DIN: 09161284), Director will retire by
rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in
accordance with the provisions of the Companies Act, 2013.
The brief resume of the Director being re-appointed, the nature of his expertise in
specific functional areas, names of companies in which he hold Directorships, Committee
Memberships/ Chairmanships and his shareholding etc., are furnished in the explanatory
statement to the notice of the ensuing AGM. The Directors recommend his re-appointment at
the ensuing AGM.
Further the tenure of Shri Tushar Patel as a Managing Director (DIN: 00031632) of the
Company, will expire on July 31, 2023. Considering his rich and varied experience in the
industry and his involvement in the operations of the Company over a long period of time,
as recommended by the Nomination and Remuneration Committee, the Board re-appointed him as
the Managing Director for a period of three years w.e.f. August 1, 2023, subject to the
approval of Shareholders of the Company at the ensuing AGM.
The brief resume of the Directors being re-appointed, the nature of their expertise in
specific functionalareas, names of companies in which they hold Directorships, Committee
Memberships/ Chairmanships and their shareholding etc., are furnished in the explanatory
statement to the notice of the ensuing AGM. The Directors recommend their re-appointment
at the ensuing AGM.
Key Managerial Personnel/Directs
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows: Shri Tushar Patel : Managing Director Smt. Tejal Patel
: Non Executive Director Shri Mahendrasingh Hada : Executive Director Shri Jasubhai Patel
: CFO
Shri Dharmesh Patel : Company Secretary
Declaration by Independent Director
As per the requirements of the Companies Act, 2013, the company being a listed company
require to appoint independent Directors being a listed company. Therefore, requirement
for obtaining Declaration by the Independent Directors pursuant to section 149(6)
Companies Act, 2013 is applicable to the company.
List of the Independent directors
Shri Vimal Ambani Shri Miten Mehta Shri Biren Patel
The Independent Directors have submitted the declaration of Independence, as required
pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria
of independence as provided in SEBI.
Directors Responsibility Statement
In accordance with the provisions of Section 134(3)(c) read with section134(5) of the
Companies Act, 2013, the Board of Directors states: 1) that in the preparationof the
annual financial statements for the year ended March 31, 2023, the applicable
accountingstandards have been followed along with proper explanation relating to material
departures, if any; 2) that such accounting policies have been selected and applied
consistently and judgement 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 March 31,
2023and of the profit of the Company for the 3) that proper and sufficient care has been
taken for the maintenance of adequate accounting accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detectingfraudandotherirregularities;
4) that the annual financial statements have been prepared on a going concern basis;
5) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively; 6) that systems to ensure
compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.
General Disclosure
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/events of these nature, during the year
under review: 1) erential rights as to dividend, voting or otherwise. diff
Issueofequityshareswith
2) Issue of shares (Including sweat equity shares) to employees of the Company under
any scheme.
3) Issued any shares under EmployeeStockOptionScheme.
4) Significant or material orders passed by the Regulators or Courts or Tribunals which
impact the going concern status and the Companys operation in future.
5) Votingrights which are not directly exercised by the employees in respect of shares
for the subscription/ purchase of which loan was given by the Company (as there is no
scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of Act).
6) Change in the nature of business.
7) Application made or proceeding pending under the Insolvency and Bankruptcy Code,
2016.
8) One time settlement of loan obtained from the banks or financial institutions.
Particulars of Employees
The information required pursuant to Section 197 read with Rule, 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
Report and Accounts are being sent to the Members and others entitled thereto, excluding
the information on employees particulars which is available for inspection by the Members
at the Registered Office of the Company during business hours on working days of the
Company up to the date of the ensuing Annual General Meeting. If any Member is interested
in obtaining a copy thereof, such Member may write to the Company Secretary in this
regard.
Managerial Remuneration
The information required pursuant to Section197 read with Rule, 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, is attached herewith as Annexure – Ill.
Details Of Significant And Material Orders Passed By The Regulators Or Courts Or
Tribunals Impacting The Going ConcernStatusAndCompanysOperationsInFuture
The Company has not received any significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status and Companys
operations in Future.
Insurance
The Company has taken adequate insurance to cover the risks to its people, plants and
machineries, buildings and other assets.
Risk Management Policy
The company has taken sufficient insurance for the properties against risks of fire,
strike, riot and earthquake. All the Assets of the company including Inventories,
Buildings, Machinery is adequately insured. The Company has laid down a Risk Management
Policy and identified threat of such events which if occurs will adversely affect either /
or, value to shareholders, ability of company to achieve objectives, ability to implement
business strategies, the manner in which the company operates and reputation as
"Risks". Further such Risks are categorized in to Strategic Risks, Operating
Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate,
manage and monitoring all the three types of risks. Audit Committee has been constituted
to oversee the risk management process in the Company required under Section 134(3)(n) of
the Companies Act, 2013.
Corporate Social Responsibility
The Company has focused on several corporate social responsibility programs. The
Company continues its endeavour to improve the lives of people and provide opportunities
for their holistic development through its initiative in the area of promoting gender
equality, empowering women.
The Company has constituted a Corporate Social Responsibility (CSR) Committee and has
framed The policy can be accessed at www.sanrhea.com. The Annual Report on CSR activities
and marked as Annexure IV to this Report.
Audit Committee
The Company has constituted the audit committee as per requirement of section 2013 read
with rule (6) of the Companies (Meetings of Board and its Powers) Rules,2014 and
Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015 being a Listed company.
Composition of Audit Committee
Name of Director |
Designation / Nature of Directorship |
| Shri Biren Patel |
Chairman / Independent Director |
| Shri Miten Mehta |
Member / Independent Director |
| Shri Tushar Patel |
Member / Managing Director |
Vigil Mechanism
The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behaviour, actual or suspected
fraud or violation of Companys Code of Conduct or Ethics Policy.
Nomination and Remuneration Committee
The company has constituted Nomination and Remuneration Committee pursuant to section
178 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and
its Powers) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 being a Listed company. The Board has, on the
recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration.
Composition of NominationCommittee And Remuneration
Name of Director |
Designation / Nature of Directorship |
| Smt. Tejal Patel |
Chairman / Non-Executive Director |
| Shri Miten Mehta |
Member / Independent Director |
| Shri Biren Patel |
Member / Independent Director |
Board Evaluation
Pursuant to Section 134(3)(p) of the Companies Act, 2013 read with rule 8(4) of the
Companies (Accounts) Rules, 2014, the Board, in consultation with its Nomination &
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.
Corporate Governance
Provision relating to Corporate Governance is not applicable to the company vide SEBI
Circular No. CIR/ CFD/POLICY CELL/7/2014 dated 15th September, 2014 and as per SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015, therefore, Corporate
Governance report is not forming part of the Annual Report.
Disclosures under Sexual Harassment of Women at workplace (Prevention, Prohibition
& Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy against sexual harassment in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder.
During the financial year 2021-22, the company has not received any complaints on
sexual harassment and hence no complaints remain pending as of 31 March, 2023.
Secretarial Audit Report
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 PCS Jitendra Leeya, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as
Annexure - V.
Statutory Auditors
M/s. Kantilal Patel & Co., Chartered Accountants (Firm registration number 104744W)
was appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the
Annual General Meeting held on September 30, 2022. They have confirmed that they are not
disqualified from continuing as Auditors of the Company. The Notes on financial statement
referred to in the Auditors Report are self-explanatory and do not call for any further
comments.
Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost
Records and Audit) Amendment Rules, 2014 is not applicable to the company for the year
under review.
Auditors Report
The Auditors Report for the financial year 2022-23 does not contain any qualification,
mark. The Auditors Report is enclosed with the financial statements in this Annual
Report.
Acknowledgement
Your directors place on record their gratitude to the Central Government, State
Governments and Companys Bankers for the assistance, co-operation and encouragement they
extended to the company. Your directors also wish to place on record their sincere thanks
and appreciation for the continuing support and unstinting efforts of investors, vendors,
dealers, business associates and employees in ensuring an excellent all around operational
performance.
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