Dear Members,
Your Directors are pleased to present herewith their Sixty Second Annual Report on the
business and operations of the Company together with the Audited Financial Statements for
the Financial Year ended 31st March, 2023.
1. FINANACIAL RESULTS: (STANDALONE)
The Companys financial performance for the year ended 31st March, 2023 is
summarised below.
(Rs.in Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Gross Income |
14,327.33 |
11,989.57 |
| Profit Before Interest and Depreciation |
699.91 |
551.56 |
| Less: Finance Charges |
82.67 |
67.57 |
| Gross Profit |
617.24 |
483.99 |
| Less: Provision for Depreciation |
79.88 |
71.90 |
| Profit before Exceptional Item and Tax |
537.36 |
412.09 |
| Net Profit Before Tax |
537.36 |
412.09 |
| Less: Provision for Tax |
|
|
| a. Current Tax |
(140.65) |
(110.25) |
| b. Income Tax (earlier years) |
0.27 |
(4.19) |
| c. Deferred Tax |
2.48 |
4.47 |
| Net Profit After Tax |
399.46 |
302.12 |
| Balance of Profit / (Loss) Brought Forward |
2728.53 |
1,957.49 |
| Other Comprehensive Income |
47.35 |
170.13 |
| Surplus Carried to Balance Sheet |
3175.34 |
2429.74 |
2. STATE OF COMPANYS AFFAIRS:
Discussion on the state of the Companys affairs has been covered as part of the
Management Discussion and Analysis. Management Discussion and Analysis for the year under
review, as stipulated under SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015 is presented in a separate section forming part of the Annual Report.
3. REVIEW OF PERFORMANCE:
Financial Year 2022-23 was filled with challenging environment, supply chain concerns,
steep rise in few commodities, increase in input raw material cost etc. However, better
management of volatile prices, cost reduction initiatives & quality improvement helped
the Company to continue its profitable journey.
Despite such a volatile & complex business environment, the Company has delivered
extremely well results during Financial Year 2022-23. The Company achieved Revenue from
operations Rs. 14,327.33 Lakh against Rs. 11,935.09 Lakh in financial year 2021-22. The
gross income of your Company stood at Rs.14,327.33 Lakh as compared to Rs. 11,989.57 Lakh
of the previous financial year.
The automotive sector is a key contributor to the Companys business performance.
Financial year 2022-23 has seen a remarkable growth of 34% in Commercial vehicles sector.
Increased auto sales would further improve the business performance of the Company in the
coming years.
4. DIVIDEND:
In view of meeting our Companys working capital requirements for long-term
sustainability in future, your directors took a prudent decision to plough back the
profits into the business and not to recommend any dividend for the Financial Year
2022-23.
5. TRANSFER TO RESERVES:
The Board of Directors has decided to retain the entire amount of profit for Financial
Year 2022-23 in the statement of profit and loss.
6. DEPOSITS:
The Company has not accepted any deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014.
7. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANY:
During the financial year ending 31st March, 2023, the Company has no
Subsidiary, Joint Venture or Associate Companies. Accordingly, a statement under the
provisions of Section 129 (3) of the Companies Act, 2013, containing salient features of
the financial statements of the Companys subsidiary in Form AOC-1 is not enclosed.
8.TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed dividend declared and paid last year, the
provisions of Section 125 of the Companies Act, 2013 do not apply.
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS
REPORT:
There are no material changes and commitments affecting the financial position of the
Company between the 01st April, 2023 and the date of this Report.
10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Smt. Poonam Sarda (DIN 00190512) Whole-time
Director (Chief Financial officer) of the Company retire by rotation at the ensuing Annual
General Meeting and being eligible has offered herself for re-appointment.
During the year under review, the members approved by passing the Special and Ordinary
resolutions through Postal Ballot Notice dated 21st April, 2022.
1. The re-appointment of Shri Nandkishore Sarda, as Chairman and Managing Director of
the Company for a period of five years with effect from 01st April, 2022.
2. The re-appointment of Smt. Poonam Sarda as Director liable to retire by rotation.
The members also approved her re-appointment as Whole-time Director of the Company for a
period of five years with effect from 1st April, 2022.
The Board of directors recommends her appointment for consideration of the shareholders
at item no.2 of the Notice calling 62nd Annual General Meeting.
The brief resume and other details relating to Smt.Poonam Sarda (DIN:00190512) who is
proposed to be re-appointed, as required to be disclosed under Regulation 36 (3) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is incorporated in the annexure to the notice calling 62nd
Annual General Meeting.
None of the Directors of your Company are disqualified under the provisions of Section
164 (2)(a) and (b) of the Companies Act, 2013.
During the period under review, no Non-Executive Director of the Company had any
pecuniary relationship or transactions with the Company.
Smt. Poonam Sarda was appointed as Director of the Company on 21.01.2010 and further as
Whole-time Director on 01.04.2012 and has been continued as Woman Director of the Company.
As per the provisions of Section 2 (51) read with Section 203 of the Companies Act,
2013, the Board of Directors noted that Shri Nandkishore Sarda, (DIN 00229911) Chairman
and Managing Director, Smt. Poonam Sarda, (DIN 00190512) Whole-time Director and Chief
Financial Officer and Shri Amit B. Mundada (Company Secretary and Compliance officer) are
the key managerial Personnel of the Company as on the date of this Boards Report.
The Company has received the necessary declaration from each Independent Directors who
are part of board confirming that:
a. He meets the criteria of independence as laid down in Section 149 (6) of the
Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 25 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and
b. Registered themselves with the Independent Directors databank as per the Companies
(Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.
In the opinion of the Board, there has been no change in the circumstances which may
affect the status of Independent Directors of the Company and the Board is satisfied of
the integrity, expertise, and experience (including proficiency in terms of Section 150(1)
of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Key Managerial Personnel
During the year under review, there was no change in the Key Managerial Personnel.
11. BOARD EVALUATION:
During the financial year 2022-23, the Nomination and Remuneration Committee to
formulate a process for effective evaluation of the performance of individual Directors,
Committees of the Board and the Board as a whole, in accordance with the provisions of the
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Board formally assesses its own performance based on parameters which, inter alia,
include performance of the Board on deciding long term strategy planning, structure,
composition and role clarity of the Board and Committees, discharging of governance and
fiduciary duties, handling critical issues etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as composition of the committee,
effectiveness of the committee meetings, information and functioning. The parameters for
the performance evaluation of the Directors include contribution made at the Board /
Committee meetings, attendance, instances of sharing best practices, domain knowledge,
vision, strategy, etc.
In a separate meeting of independent directors, the performance of the non-independent
directors and the Board as a whole was evaluated. Additionally, they also reviewed
performance of the Chairman of the Board, taking into account the views of Executive and
Non-executive Directors. They also assessed the quality, quantity and timeliness of flow
of information between the Company management and the Board that is necessary for the
Board to effectively and reasonably perform their duties. The above evaluations were then
discussed in the Board meeting and performance evaluation of Independent Directors was
done by the entire Board, excluding the Independent Director being evaluated.
12. REMUNERATION POLICY:
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by the Board of Directors at the Board meeting,
subject to the subsequent approval of the Shareholders at the General Meeting and such
other authorities, as may be required. The remuneration is decided after considering
various factors such as qualification, experience, performance, responsibilities
shouldered, positive attributes, industry standards as well as the financial position of
the Company.
Remuneration to Non- Executive Directors:
The Non-Executive Directors are paid remuneration by way of sitting fees. The Non-
Executive Directors are paid sitting fees for each meeting of the Board attended by them.
The details of Board and committee composition, tenure of directors, areas of expertise
and other details are available in the Corporate governance report that forms part of this
Integrated Annual Report. The policy on Appointment and Remuneration of Directors, Key
Managerial Personnel and other employees is posted on the website of the Company
http://shardaispat.com under the policy tab in Investor section.
13. FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS
The familiarization program aims to provide insights to the Independent Directors to
understand the business of the Company. Upon induction, the independent directors are
familiarized with their roles, rights and responsibilities. Your Company provides
information to familiarize the Independent Diectors with the strategy, operations and
functions of the Company.
The Independent Director/s, from time to time, request management to provide detailed
understanding of any specific project, activity or process of the Company. The management
provides such information and training either at the meeting of Board of Directors or
otherwise.
At various Board Meetings during the year, the Board Members are provided with
information to help them to understand the Companys strategy /policies, business model,
operations, products, markets, organization structure, finance, human resources,
technology, quality, facilities and risk management, changes in the regulatory environment
applicable to the corporate sector and to the industry in which it operates and such other
matters as may arise from time to time.
Quarterly information on business performance, operations, safety, market scenario,
financial parameters, working capital management, fund flows, senior management change,
major litigation, compliances, donations, regulatory scenario etc.
The policy on familiarization programmes for Independent Directors is posted on the
website of the Company http://shardaispat.com/investor/policy.
14. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 sub-section (3) (c) and (5) of the Companies Act, 2013, the
Board of Directors hereby states and confirms that:
(i). In the preparation of the annual accounts for the year ended 31st
March, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
(ii). The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2023 and
of the profit of the Company for the year ended on that date;
(iii). The Directors have taken Proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv). The Directors have prepared the annual accounts on a ‘going concern basis.
(v). The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
(vi). The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
15.AUDITORS AND THEIR REPORT:
STATUTORY AUDITORS
M/s. Panpalia Taori & Co., Chartered Accountants, Nagpur were appointed as the
statutory auditors of the Company at the 59th Annual General Meeting (AGM) of the Company
held on 11th December, 2020 for a fixed first term of 5 years from the
conclusion of 59th Annual General Meeting until the conclusion of the 64th
Annual General Meeting to be held for the Financial Year 2024-25.
The Auditors Report submitted by M/s. Panpalia Taori & Co., Chartered Accountants,
Nagpur, the Statutory Auditors to the Members of the Company for the Financial Year
2022-23 do not contain any qualification. The observations made by the Statutory Auditors
in their report are self-explanatory and have also been further amplified in the Notes to
the Financial Statements and as such, do not call for any explanations.
During the Financial Year 2022-23 under review : a) There has been no fraud occurred,
noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended);
b) The observations made by the Statutory Auditors on the financial statements for the
Financial Year 2022-23 under review including the affairs of the Company are
self-explanatory and do not contain any qualification, reservation, adverse remarks or
disclaimer. As such, no specific information, details or explanations are required to be
given or provided by the Board of Directors of the Company.
COST AUDITORS
In terms of Section 148 of the Act, the Company is required to maintain cost records
and have the audit of its cost records conducted by a Cost and Management Accountant. As
required under Section 148(1) of the Act, cost records are prepared and maintained by the
Company.
The Board of Directors of the Company has, on the recommendation of the Audit
Committee, approved the appointment of Shri. Deepak Khanuja, partner of M/s. Khanuja Patra
& Associates, Cost and Management Accountants, Nagpur to conduct the audit of the cost
accounting records of the Company for the financial year 2022-23 on the remuneration of
Rs. 30,000/-. The shareholders had approved the remuneration payable to the Cost Auditor
in the sixty first Annual General Meeting of the Company which was held in the financial
year 2022-23.
Due to their preoccupation in other assignments, M/s. Khanuja Patra & Associates,
Cost and Management Accountants, expressed their inability to do the cost audit of the
cost records of the Company for the financial year 2022-23.
The Board of Directors of the Company in their meeting held on 29th May,
2023 has on the recommendation of the Audit Committee, approved the appointment of
Narendra Peshne & Associates, Cost and Management Accountants, Nagpur to conduct the
audit of the cost accounting records of the Company for the financial year 2022-23 and
2023-24.
As required under the Companies Act, 2013, the remuneration payable to the Cost
Auditors is required to be ratified by the members of the Company. Accordingly, resolution
seeking members ratification for remuneration to be paid to Cost Auditors is included at
Item No.3 and 4 of the Notice convening Annual General Meeting.
SECRETARIAL AUDITOR:
M/s. Sunil Kumar Sharma and Associates, Practicing Company Secretaries, Nagpur were
appointed as the Secretarial Auditors of the Company, for the Financial Year 2022-23.
The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial
Auditors is attached as an Annexure 4, which forms an integral part of the Boards Report.
With reference to the comment of the secretarial auditors regarding-
The Company has not paid listing fee to Calcutta Stock Exchange and the Status of the
Company as viewed on the website of Calcutta Stock Exchange, is suspended.
The necessary clarification/ explanation on the qualification/ adverse remark in the
Secretarial Audit Report is given below:
The Company has stepped up and is in the process to expel the suspension from Calcutta
Stock Exchange.
Further, the Board of Directors of the Company at its Meeting held on 29th May, 2023
has approved the re-appointment of, M/s. Sunil Kumar Sharma and Associates, Practicing
Company Secretaries, Nagpur, as the Secretarial Auditors of the Company for the Financial
Year 2023-24.
16. CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to the amendment in the provisions of Section 135 of the Companies Act, 2013,
effective from 22nd January, 2021, the requirement for the constitution of the
Corporate Social Responsibility Committee shall not be applicable, Where the amount to be
spent by a company towards the Corporate Social Responsibility does not exceed fifty lakh
rupees. During the year under review the Corporate Social Responsibility Committee
provisions were not applicable to the Company as its Profits before taxation for the
preceding 3 financial years viz. 2019-2020 to 2021-2022 were less than Rs. 5.00 crores.
The Board was decided to dissolve the Corporate Social Responsibility Committee with
effect from 11th November, 2022.
The CSR policy has been hosted on the Companys website and is available on the link
http://shardaispat.com/investor/policy under the head policies under the Investors
section. It lays down the purpose of formulation of the policy, areas of focus,
composition of Committee and CSR budget.
During the year under Review, the Company is not required to spend any amount on
Corporate Social Responsibility activities.
17. CORPORATE GOVERNANCE:
Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, a separate section on corporate governance practices
followed by the Company, together with a certificate from the Practicing Company Secretary
confirming compliance and a certificate of non-disqualification of directors forming an
integral part of the Boards Report of the Company.
18. DISCLOSURES NUMBER OF MEETINGS OF THE BOARD:
During the Financial Year 2022-23 under review, 6 meetings of the Board of Directors of
the Company were held on (i) 21st April , 2022, (ii) 30th May, 2022, (iii) 12th
August, 2022, (iv) 26th September, 2022, (v) 11th November, 2022 and
(vi) 30th January, 2023.
PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED:
The particulars of Loans given and investments made by the Company as covered under the
provisions of Section 186 of the Companies Act, 2013 are given in financial statements
(Ref. Notes No. 6 and 13). The loans given are utilized by the recipient for their
business purposes. Your Company has not extended corporate guarantee or securities granted
on behalf of any other Company.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operations were observed. (Refer MD & A para
Internal Control Systems and Their Adequacy for detail analysis.)
RELATED PARTY TRANSACTIONS:
All transactions with related parties were reviewed and approved by the Audit Committee
and were in accordance with the Policy on dealing with and materiality of related party
transactions and the related party framework, formulated and adopted by the Company. All
contracts or arrangements entered into by the Company with Related Parties during the
financial year were on an arms length basis and in the ordinary course of business.
Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, the particulars of transactions with related parties, are provided
in Form AOC-2, which is annexed herewith as Annexure “1”. Related party
disclosures as per Ind AS have been provided in Note 35 to the Financial Statements.
(Please refer Note No. 13 and 37 of the financial statements).
The policy on Related Party Transactions in line with the requirements of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and as approved by the Board is
uploaded on the Companys website at http://shardaispat.com under the head policy in
Investor section.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in the Annexure 2 to
this report.
ANNUAL RETURN:
Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company have been uploaded on the Companys website
shardaispat.com and can be accessed at weblink
http://shardaispat.com/wp-content/uploads/2023/03/Form_MGT_7-2023.pdf.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required to be provided pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, are given in Annexure-3.
The details of top ten employees of the Company is annexed as Annexure 3-A to this
Report.
None of the Employee has drawn the remuneration more than the limit prescribed under
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
RISK MANAGEMENT:
Risk management, which aims at managing the impact of uncertainties, is an Integral
part of the Companys strategy setting and decision making process. The Company regularly
identifies uncertainties and after assessing them, devises short-term and long-term plans
to mitigate any risk which could materially impact on the Companys goals. This process of
identifying and assessing the risks is a two-way process with inputs being taken from
employees across the organization.
The Audit Committee has additional oversight in the area of financial risks and
controls. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
The risk management policy of your Company is available on the website of the Company-
http://shardaispat.com/investor/policy.
GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under
review:-
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
4. No significant or material orders were passed by the Regulators or Courts or
Tribunal which impact the going concern status and Companys operations in future.
5. The Company is required to maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013 and such
accounts and records are made and maintained.
6. During the financial year 2022-23, the Company has duly complied with the applicable
Secretarial Standards, namely Secretarial Standard-1 (SS-1) on Meetings of the Board of
Directors and Secretarial Standard-2 (SS-2) on General Meetings.
7. There are no such shares of the Company which are to be kept in the shares suspense
account.
8. The Company has complied with provisions relating to the constitution of Internal
Complaints committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
9. Under the Insolvency and Bankruptcy Code 2016, no applications were made during the
financial year 2022-23 by or against the Company and there are no proceedings pending as
at the end of the financial year. 10. The Company has not made any one time settlement
with any of its lenders.
Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
The disclosures/ information/ details disclosed/ given elsewhere in the annual report
have not been repeated again in the Boards Report for the sake of brevity. Members are
requested to refer relevant sections for the information. All policies/ disclosures
required to be disclosed on the website are available under the Investors section on the
website of the Company at www.shardaispat.com.
ACKNOWLEDGEMENT:
The Board expresses its sincere gratitude to the shareholders, bankers/lenders,
Investors, vendors, State and Central Government authorities and the valued customers for
their continued support. The Board also wholeheartedly acknowledges and appreciates the
dedicated efforts and commitment of all employees of the Company.
|
For and on behalf of the Board of Directors |
|
Sd/- |
| Date: 11.08.2023 |
Nandkishore Sarda |
| Place: Nagpur |
Chairman & Managing Director |
|
DIN: 00229911 |
|
Address: Plot No. 32, |
|
Cement Road, Shivaji Nagar, |
|
Shankar Nagar, Nagpur-440010 |
+91-9892691696
