TO THE MEMBERS OF
SHARIKA ENTERPRISES LIMITED
Your directors are pleased to present the 25th (Twenty Fifth) Annual Report of the
Company together with Consolidated and Standalone Audited Financial Statements of the
Company for the financial year ended on March 31, 2023.
1. FINANCIAL PERFORMANCE
(Rs. In Hundred)
Particulars |
Consolidated |
Standalone |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations |
5036604.65 |
3920182.75 |
5036604.65 |
3917620.50 |
EBITDA |
-137650.11 |
167013.52 |
-124165.57 |
242487.89 |
Finance Cost (including interest) |
169386.26 |
166335.65 |
155229.25 |
152027.53 |
Depreciation &Amortisation |
33242.11 |
41166.46 |
33242.11 |
32363.23 |
Profit (Loss) before Tax** |
(320839.40) |
(14871.23) |
(294126.46) |
101614.59 |
Tax Expense |
11437.50 |
17900.10 |
9237.00 |
17900.10 |
Profit After Tax |
(332276.90) |
(32771.33) |
(303363.46) |
83714.49 |
Consolidated:
Revenue from operations for the financial year ending 31st March 23 was Rs. 5036.60
Lakh as against Rs. 3917.62 Lakh for the previous financial year, registering an increase
of 28%. Profit/(loss) after tax for the year ended 31st March,2023 is Rs. (332.26) lakh as
compared to Net Profit/(Loss) of Rs. (32.77) Lakh in the previous year. There was no
revenue booked in the subsidiary company for the year under review.
Standalone: -
Revenue from operation for the financial year under review was Rs. 5036.60Lakh as
against Rs. 3917.62Lakh for the previous financial year, registering an increase of 28%.
Profit/(loss) after tax for the year ended 31st March 23 is Rs. (303.36) lakh as compared
to Net Profit/(Loss) ofRs. 83.72 Lakh in the previous year.
2. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on March 31, 2023 was 21.65 Crore.
There was no change in the share capital during the year under review.
3. DIVIDEND
In order to conserve the resources of the Company and to plough back the profits for
growth, The
Board of Directors of the Company have decided not to recommend any dividend on the
equity shares of the Company for the financial year ended March 31, 2023.
4. SUBSIDIARY , JOINT-VENTURE AND ASSOCIATE COMPANIES
The Company has One Subsidiary Company i.e., M/s Sharika Lightec Private Limited and
Joint-Venture Company i.e., M/s Elettromeccanica India Private Limited.
5. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of sub-section (3) of Section 129 of the Act and
relevant SEBI Listing Regulations, the Consolidated Financial Statements of the Company,
including the financial details of all the subsidiary companies, forms part of this Annual
Report. The Consolidated Financial Statements have been prepared in accordance with the
Accounting Standards prescribed under Section 133 of the Act.
6. RESEARCH & DEVELOPMENT
Continuous efforts on Research & Development activities are being made to expand
the domestic and export markets.
7. CORPORATE GOVERNANCE
Company is committed to maintaining the best
standards of Corporate Governance and has always tried to build the maximum trust with
shareholders, employees, customers, suppliers and other stakeholders.
A separate section on Corporate Governance forming part of the Boards Report and the
certificate from the Practicing Company Secretary confirming compliance of the Corporate
Governance norms as stipulated in the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") is included in the Annual Report in Annexure - A.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of SEBI Listing Regulations, a separate section on Management
Discussion and Analysis, Business Responsibility and Sustainability Report and Corporate
Governance Report together with a certificate from a Practicing Company Secretary
confirming compliance with the Regulations relating to Corporate Governance of SEBI
Listing Regulations are set out and form part of this Annual Report.
9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to Companys policies, safeguarding of its
assets, prevention and detection of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures. The Internal Financial control is supplemented by an extensive program of
internal audit conducted by in house trained personnel on recommendation of the Audit
Committee and the Board. The audit observations and corrective action, if any, taken
thereon are periodically reviewed by the Audit committee to ensure effectiveness of the
Internal Financial Control System. The internal financial control is designed to ensure
that the financial and other records are reliable for preparing financial statements and
other data, and for maintaining accountability of persons.
10. INTERNAL CONTROL SYSTEMS
The Internal Control systems are routinely tested and certified by Statutory as well as
Internal Auditors and cover all key areas of business. Inde-
pendence of the internal audit and compliance is ensured by direct reporting to the
Audit Committee of the Board.
A Managing Director and CFO Certificate, forming part of the Corporate Governance
Report, further confirms the existence and effectiveness of internal controls and
reiterates their responsibilities to report deficiencies to the Audit Committee and
rectify the same.
11. DIRECTORS & KEY MANAGERIAL PERSONNEL
(I) DIRECTORS
(a) Chairman
Mr. Rajinder Kaul is the Chairman of the Board.
(b) Re-appointment and Appointment
Mrs. Nidhi Gambhir was appointed as Director of the Company by the Board of Directors
in their meeting held on March 03, 2023.
(c) Status of Directors
Mr. Rajinder Kaul is the Managing Director of the Company. Mr. RavindraBhan, Mr. Arun
Kaul and Mr. Sanjay Verma are Non-Independent and Executive Director. Mr. Ashok Kumar
Kaul, Mr. Arvind Kumar Koul, Mr. Ran- jeet Verma Kumar, Mrs. PinkiKumariand Mrs. Nidhi
Gambhir are the Independent Directors of the Company.
(d) Declaration from Independent Directors
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed both under
sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015.
(e) Cessation of Directors
During the year, Mr. Ravinder Bhan, Mr. Arun Kaul, Mr. Ashok Kumar Kaul and Mrs. Pinki
Kumari ceased to hold office as Directors of the Company.
(II) Key Managerial Person
Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act
read with Companies (Appointment and Re-
muneration of Managerial Personnel) Rules, 2014, the following persons are the Key
Managerial Personnel of the Company as on March 31, 2023:
Mr. Rajinder Kaul, Managing Director
Mrs. Garvita Asati, Chief Financial Officer*
and
Mr. Aditya Sharma, Company Secretary**
* Further Mr. Ravinder Bhan resigned from the post of Chief Financial Officer and Mrs.
Garvita Asati was appointed w.e.f. from February 14, 2023.
** Further, Mr. Kush Mishra has resigned from the post of Company Secretary and
Compliance Officer of the Company from September 13, 2022 and Mr. Aditya Sharma has been
appointed as the Company Secretary and Compliance Officer of the Company with effect from
February 14, 2023.
2. DIVERSITY OF BOARD
The Company sees increasing diversity at the Board level as an essential element in
supporting the attainment of its strategic objectives and its sustainable development. In
particular, a diverse Board, among others, will enhance the quality of decisions by
utilizing different skills, qualifications and professional experience for achieving
sustainable and balanced development.
3. STATEMENT OF BOARD OF DIRECTORS
The Board of Directors of the Company are of the opinion that all the Independent
Directors of the Company appointed during the year possesses integrity, relevant expertise
and experience required to best serve the interest of the Company. The Independent
Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules, 2014.
4. DECLARATION BY INDEPENDENT DIRECTOR
In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation
16 of SEBI Listing Regulations including amendments thereof, the Company has received
declarations from all the Independent Directors of the Company that they meet the criteria
of independence, as prescribed under the provisions of the Act and SEBI Listing
Regulations, as amended from time
to time. There has been no change in the circumstances affecting their status as an
Independent Director during the year. Further, the Non-Executive Directors of the Company
had no pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses, if any, incurred by them for the purpose of
attending meetings of the Board/Committee(s) of the Company. The Board is of the opinion
that the Independent Directors of the Company possess requisite qualifications, experience
and expertise and they hold highest standards of integrity. As per the proviso to Rule
6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the
Independent Directors of the Company are exempted from undertaking the online proficiency
self-assessment test.
15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
At the time of appointing a Director, a formal letter of appointment is given to him,
which inter- alia explains the role, function, duties and responsibilities expected of him
as a Director of the Company. The Director is also explained in detail the Compliance
required from him under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 and other relevant regulations and affirmation taken with
respect to the same.
Management does one to one discussion with the newly appointed Director to familiarize
him with the Companys operations. Further the Company has put in place a system to
familiarize the Independent Directors about the Company, its products, business and the
on-going events relating to the Company.
The details of the familiarisation programme may be accessed on the Companys website
(www. sharikaindia.com).
16. EVALUATION OF BOARDS PERFORMANCE
In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of
the Board was carried out during the year under review. More details on the same are given
in the Corporate Governance Report.
17. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
In terms of provisions of the Companies Act, 2013 read with the Rules issued there
under and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the
Board has adopted a formal mechanism for evaluating the performance of its Board,
Committees and individual Directors, including the chairman of the Board. Further, a
structured performance evaluation exercise was carried out based on criteria such as:
• Board/Committees composition;
• Structure and responsibilities thereof;
• Ethics and Compliance;
• Effectiveness of Board processes;
• Participation and contribution by members;
• Information and functioning;
• Specific Competency and Professional Experience /Expertise;
• Business Commitment & Organizational Leadership;
• Board/Committee culture and dynamics; and
• Degree of fulfilment of key responsibilities, etc. The performance of Board,
Committees thereof, Chairman, Executive and Non-Executive Directors and individual
Directors is evaluated by the Board/ Separate meeting of Independent Directors. The
results of such evaluation are presented to the Board of Directors.
18. MEETING OF THE BOARD OF DIRECTORS
During the year under review, the Board of Directors met six times. The details are
given in the Corporate Governance Report which forms a part of the Annual Report. The
intervening gap between the Meetings was within the period prescribed under Companies Act,
2013.
Details of the composition of the Board and its Committees and of the Meetings held,
the attendance of the Directors at such meetings and other relevant details are provided
in Corporate Governance Report.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans covered under the provisions of Section 186 of the Companies Act, 2013
are given in the notes to the Financial Statements.
The company has neither made any investment nor given any guarantee during the
financial year 2022-23.
20. DEPOSITS
The Company has not accepted deposit from the public within the ambit of Section 73 of
the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO
The details of energy conservation, technology absorption and foreign exchange earnings
and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule
8 of Companies (Accounts of Companies) Rules, 2014 is annexed herewith as Annexure - C to
this report.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to
provide a formal mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the Companys Code of
Conduct or ethics policy without fear of reprisal. The policy may be accessed on the
Companys website.
23. REMUNERATION POLICY
Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing
Regulations, 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.
Members can download the complete remuneration policy on the Companys website (www.
sharikaindia.com).
Disclosure of details of payment of remuneration to Managerial Personnel under Schedule
V Part II, Section II (A) forms part of this Corporate Governance Report.
24. RELATED PARTY TRANSACTIONS
With reference to Section 134(3)(h) of the Com-
panies Act, 2013, all contracts and arrangements with related parties under Section
188(1) of the Act, entered into by the Company during the financial year, were in the
ordinary course of business and on an arms length basis. The details of the related party
transactions as required under Accounting Standard-18 are set out in Note 34 to the
financial statements forming part of this Annual Report.
During the year, there were no transactions with related parties which qualify as
material transactions under SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015. The Disclosure required in Form AOC-2 pursuant to Section 134 (3)(h) of
the Companies Act, 2013 is Not Applicable.
The Company has developed a Policy for Consideration and Approval of Related Party
Transactions which can be accessed on Companys website (www.sharikaindia.com).
25. ANNUAL RETURN
Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1)
of the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company is available on the website of the Company at the
link:http://www.sharikaindia.com/annual-re- turn.php.
26. RISK MANAGEMENT
Every organization is exposed to a number of risks that it needs to effectively
identify, manage and mitigate. Company has a process in place to identify key risks across
the organisation and relevant action plans to mitigate these risks. The Audit Committee
has been entrusted with the responsibility to assist the Board members about the risk
assessment and its minimization procedures.
There are no risks which in the opinion of the Board threaten the existence of your
Company. However, some of the risks which may pose challenges are set out in the
Management Discussion and Analysis which forms part of this Report.
27. AUDITORS Statutory Audit:
M/s. WDK & Associates, Chartered Accountants (ICAI Firms Registration No.
061389E), were
re-appointed as Statutory Auditors of the Company for a period of 5 years in Twenty-One
(21st) AGM till the conclusion of the Twenty-Six (26th) AGM.
There are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Auditors in their Audit Report that may call for any explanation from
the Directors. Further, the notes to accounts referred to in the Auditors Report are
self-explanatory. During the year, the Auditor had not reported any matter under Section
143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)
(ca) of the Act.
Secretarial Audit:
Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Managerial Personnel) Rules, 2014, the Company has appointed "M/s
Jaivinder Singh & Associates", a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company.
The Secretarial Auditors have submitted their report, confirming compliance by the
Company of all the provisions of the applicable corporate laws. The Secretarial Audit
Report annexed as An- nexure-B
28. CHANGE IN NATURE OF BUSINESS, IF ANY
No change in the nature of the business of the Company done during the year under
review.
29. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provision of Section 135 of the Companies Act, 2013, your Company does not
fall within the criteria of turnover and/or/ profit and/or net worth, therefore, the
Company has neither formed CSR Committee nor CSR Policy.
30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANY
There are no material changes and commitments which have occurred subsequent to the
close of the financial year of the Company to which the balance sheet relates and the date
of the report that may affect the financial position of the Company.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
32. LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing Fees for the year FY 2022-2023
to the Bombay Stock Exchange where the Companys equity shares are listed.
33. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE
Sharika Enterprises has zero tolerance for sexual harassment at workplace and has
adopted a Policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention
and redressal of complaints of sexual harassment at workplace. The Company has complied
with provisions relating to the constitution of Internal Complaints Committee under the
said act. There have been no complaints of sexual harassment received during the year.
34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
The information required pursuant to 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 also enclosed as Annexure D to this Report.
The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule
5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their
other particulars also form part of this report. However, the report and the accounts are
being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the
Act, the said annexure is open for inspection at the Registered Office of the Company. Any
shareholder interested in obtaining a copy
of the same may write to the Company Secretary.
35. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134 (5) of the Companies Act, 2013, the
Board of Directors, to the best of knowledge and belief and according to the information
and explanations obtained by them, hereby confirm that:
In the preparation of the annual accounts, applicable accounting standards have been
followed along with proper explanation relating to material departures.
Accounting policies selected were applied consistently. Reasonable and prudent
judgments and estimates are made so as to give a true and fair view of the state of
affairs of the Company as of 31st March, 2023 and of the profits of the Company for the
year ended on that date.
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.
The annual accounts of the Company have been prepared on a going concern basis.
Proper Internal Financial Controls were in place and that the Financial Controls were
adequate and were operating effectively.
Systems to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.
36. SECRETARIAL STANDARDS
During the year 2022-2023, the Company has complied with applicable Secretarial
Standards issued by the Institute of the Company Secretaries of India.
37. Other Disclosures
During the year, there were no transaction requiring disclosure or reporting in respect
of matters relating to:
(a) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and
(b) instance of one-time settlement with any bank or
financial institution.
38. ACKNOWLDGEMENT
Your Directors would also like to extend their gratitude for the co-operation received
from financial institutions, the Government of India and regulatory authorities. The board
places on record its appreciation for the continued support received from customers,
vendors, retailers and business partners, which is indispensable in the smooth functioning
of Company. Your Directors also take this opportunity to thank all investors and
shareholders, and the stock exchanges for their continued support. Your Directors place on
record their deep appreciation to employees at all levels for their hard work, dedication
and commitment. Their contribution to the success of this organization is immensely
valuable.
For and on behalf of the Board of Directors,
Date: August 10, 2023 |
Rajinder Kaul |
Place: Noida |
Managing Director |
+91-9892691696
