To,
The Members
SHESHADRI INDUSTRIES LIMITED
We have pleasure in presenting the 14th Director Report on the business and operations
of Company and Financial Results for the year ended 31st March, 2023.
1. STATE OF AFFAIRS & FINANCIAL PERFORMANCE In lakhs
| Particulars |
2022-2023 |
2021-2022 |
| Total Revenue/Turnover |
3492.47 |
8067.99 |
| Gross Profit before financial charges & depreciation |
300.37 |
985.94 |
| Less: Depreciation |
168.69 |
189.01 |
| Financial charges |
240.84 |
246.40 |
| Exceptional items |
1085.01 |
440.05 |
| Profit / (Loss) before taxation |
975.85 |
990.58 |
| Tax expenses |
- |
- |
| Profit / (Loss) after taxation |
975.85 |
990.58 |
2. OPERATIONS
During the year under review, the company achieved a total turnover of Rs. 3492.47
Lakhs which is lower than that of the previous year. During the previous financial year
the Company has done trading activity apart from manufacturing of yarn due to volatility
in crude prices and low demand for fabrics the yarn prices fell substantially. Global
recession, geopolitical conditions etc are the other reasons which affect the turnover of
the Company. The operations in the year have ended in a profit of Rs. 975.85 Lakhs
compared to a profit of Rs. 990.58 Lakhs in the previous year.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in nature of business activity during the year under review.
4. CHANGE IN SHARE CAPITAL
The paid up Share capital of the company is Rs. 49,595,770 and there has been no change
in paid up Share Capital during the year under review.
5. TRANSFER TO RESERVES
Your Directors has not proposed to transfer any amount to General Reserve for the
financial year under review.
6. DIVIDEND
The Board does not recommend any dividend for the year ended 31st March, 2023.
7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED BETWEEN THE AFTER THE END OF FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments in the company after the end of the
financial year till the date of this report that have a bearing on the financial position
of the company.
8. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future.
9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY
The company does not have any subsidiaries or Joint-Venture or Associate Companies.
10. PUBLIC DEPOSITS
The company has not accepted any deposits under Chapter V of the Companies Act, 2013.
Accordingly, there is no disclosure or reporting required in respect of the same.
11. CORPORATE SOCIAL RESPONSIBILITY
FY 2021-22
Corporate Social Responsibility was applicable to the Company for FY 2021-22 as the
Companys net profit before tax was Rs. 550.54 Lakhs at the end of Financial Year 2021-22.
As per section 135 of the companies act 2013 read with Corporate Social Responsibility
Rules 2014, the Companys average net profit during the three preceding financial years
was negative, so NIL amount spent on Corporate Social Responsibility activities in FY
2022-23. The Board of Directors of the Company has constituted a Corporate Social
Responsibility Committee in compliance with Section 135 of the Act. The Company also has
in place a Corporate Social Responsibility policy and the same is available on the
Companys website www.sheshadri.in The Company is committed to its stakeholders to conduct
business in an economically, socially and environmentally sustainable manner that is
transparent and ethical.
FY 2022-23
The provisions of section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility were not applicable to the Company for the FY 2022-23 as the Companys net
profit before tax was (109.16) Lakhs.
The particulars required to be disclosed pursuant to the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are given in Annexure V forming part of this Annual
Report.
12. CORPORATE GOVERNANCE
The report on Corporate Governance is not being enclosed to this report in view of the
relaxation under regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements), 2015 is presented in a separate section forming part of the Annual Report
as Annexure –IV.
14. LISTING AT STOCK EXCHANGE
The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai.
15. ENVIRONMENT AND POLLUTION CONTROL
The manufacturing facilities have obtained environmental clearance from the Pollution
Control Board concerned and are in compliance with all current environmental legislation.
As an integral part of its environment protection drive, the Company ensures the very
minimum quantity of generation of waste, low emission levels and low noise pollution
levels during operations of all manufacturing facilities.
16. DEPOSITORY SYSTEM
Your Companys shares are tradable compulsorily in electronic form and your Company has
connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)
and Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing
Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide
Gazette notification dated June 8, 2018 & 30th November, 2018 mandated that Share
transfer shall be mandatorily carried out in dematerialized form only w.e.f. from April 1,
2019. In view of the numerous advantages offered by the Depository System, members are
requested to avail the facility of Dematerialization of the Companys shares on either of
the Depositories mentioned as aforesaid.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. CHANGES IN DIRECTORS
Mr. Jeetender Kumar Agarwal, Managing Director, is liable to retire by rotation at this
14th Annual General Meeting of the company and being eligible, seeks re-appointment. The
Board of Directors of the company at its meeting held on August 08th, 2023 on
recommendation of the Nomination and Remuneration Committee has approved the
re-appointment of Mr. Jeetender Kumar Agarwal as the Director of the company, subject to
the approval of the shareholders at the AGM.
B. DISQUALIFICATION OF DIRECTORS
None of the directors are disqualified under section 164(2) of the Act. They are not
debarred from holding the office of Director pursuant to order of SEBI or any other
authority.
C. CHANGES IN KEY MANAGERIAL PERSONNEL
As on 31st March, 2023, following are the Key Managerial personnel of the Company:
1. Mr. Jeetender Kumar Agarwal – Managing Director and Chief Financial officer
2. Ms. Rozie Mukharjee - Company Secretary & Compliance Officer
Ms. Harshita Chandnani resigned from the post of company secretary & Compliance
Officer of the company from the close of business hours on 17th March, 2023. The Board
placed on record its appreciation for the work done by her during her tenure. The Board of
Directors, at its meeting held on March 18, 2023, appointed Ms. Rozie Mukharjee as the
company secretary and Compliance officer of the company.
D. EVALUATION OF THE BOARDS PERFORMANCE
In compliance with the Companies Act, 2013 and as per the Listing Regulations, the
performance evaluation of the Board and of its Committee was carried out during the year
under review. The Directors evaluation was broadly based on the parameters such as
understanding of the Companys vision and objective, skills, knowledge and experience,
participation and attendance in Board/ Committee meetings; governance and contribution to
strategy; interpersonal skills etc.
The Board has carried out the annual performance evaluation of its own performance, the
Directors individually as well as evaluation of the working of its Board Committees. A
structured questionnaire was prepared covering various aspects of the Boards functioning
such as adequacy of the composition of the Board and its Committees, Board Culture,
execution and performance of specific duties, obligations and governance. A meeting of the
Independent Directors was also held which reviewed performance of non-independent
directors, performance of the board as a whole and performance of the chairman after
taking in to 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.
E. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of your Company have given a declaration pursuant to Section
149(7) of the Companies Act, 2013 and Regulation 25(8) SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 affirming compliance to the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Based on the declaration(s) of Independent Directors, the Board of Directors recorded its
opinion that all Independent Directors are independent of the Management and have
fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made there
under. Independent Directors are not liable to retire by rotation, in terms of Section
149(13) of the Act.
F. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
The Company has formulated a familiarization program for Independent Directors to
provide insights into the Companys manufacturing, marketing, finance and other important
aspects to enable the Independent Directors to understand its business in depth and
contribute significantly to the Company. The details of such program are available on the
Companys website (www.sheshadri.in)
G. NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration committee framed a
policy for selection and appointment of directors, Senior Management and their
remuneration as required under section 178 of the Companies Act, 2013and Regulation 19(4)
read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
18. BOARD AND THEIR COMMITTEES
1. BOARD OF DIRECTORS a) Composition and provisions as to Board and Committees:
As on 31st March 2023, the Companys Board of Directors comprises of 4 (four)
Directors. Of these, 1 (One) is Promoter Directors and 3 (three) are Independent
Directors. The Chairman is an Executive Director.
The Board of Directors of the Company met Seven (7) times during the Financial Year.
The intervening gap between the meetings was within the prescribed period under the Act
and listing Regulations. Details of number of Board meetings and Directors attendance is
as follows:
| Sr. No. |
Date of the Meeting |
No. of directors present at the meeting |
| 1 |
24-05-2022 |
4 |
| 2 |
17-06-2022 |
4 |
| 3 |
25-07-2022 |
4 |
| 4 |
13-08-2022 |
4 |
| 5 |
14-11-2022 |
4 |
| 6 |
04-02-2023 |
4 |
| 7 |
18-03-2023 |
4 |
b) Disclosure of relationships between directors inter-se:
There is no inter-se relationship between Board Members.
2. AUDIT COMMITTEE
The Audit Committee comprises Sri Manish Gupta (Chairman), Sri Jeetender Kumar Agarwal
and Sri Uttam Gupta. All the recommendations made by the Audit Committee were accepted by
the Board.
During the financial year ended March 31, 2023 – The Audit Committee met 5 (Five)
times. The details of the meetings are as below:
| Sr. No. |
Date of the Meeting |
No. of Members present at the meeting |
| 1 |
24-05-2022 |
3 |
| 2 |
17-06-2022 |
3 |
| 3 |
13-08-2022 |
3 |
| 4 |
14-11-2022 |
3 |
| 5 |
04-02-2023 |
3 |
3. NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprises of Sri Manish Gupta, Smt. Sushma
Gupta and Sri. Uttam Gupta All the recommendations made by the Nomination &
Remuneration Committee were accepted by the Board.
During the financial year ended March 31, 2023 – The Nomination and Remuneration
Committee met 3 (three) times. The details of the meetings are as below:
| Sr. No. |
Date of the Meeting |
No. of Members present at the meeting |
| 1 |
24-05-2022 |
3 |
| 2 |
13-08-2022 |
3 |
| 3 |
18-03-2023 |
3 |
4. STAKEHOLDERS RELATIONSHIP COMMITTEE
Your company has constituted a Stakeholders Relationship Committee to specifically
look into the mechanism of redressal of grievances of shareholders and other security
holders.
The Stakeholders Relationship Committee comprises of Sri. Jeetender Kumar Agarwal, Sri.
Manish Gupta and Sri. Uttam Gupta.
During the financial year ended March 31, 2023 – The Stakeholders Relationship
Committee met 4 (four) times. The details of the meetings are as below:
| Sr. No. |
Date of the Meeting |
No. of Members present at the meeting |
| 1 |
14-04-2022 |
3 |
| 2 |
12-07-2022 |
3 |
| 3 |
04-10-2022 |
3 |
| 4 |
19-01-2023 |
3 |
Details of the complaint received and redressed during the year under review are as
follows:
| 1 |
No. of Complaints pending at the beginning of the year |
NIL |
| 2 |
No. of Complaints received during the Year |
NIL |
| 3 |
Number not solved to the satisfaction of shareholders |
NIL |
| 4 |
Number of pending complaints |
NIL |
5. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The Board of Directors of the Company has constituted a Corporate Social Responsibility
(CSR) Committee of the Board presently comprising of one Executive Director and two
Non-Executive Independent Directors. The Corporate Social Responsibility Committee
comprises of Sri Manish Gupta (chairman), Sri. Jeetender Kumar Agarwal (member) and Sri.
Uttam Gupta (member).
The CSR committee recommends to the Board, the CSR activities to be undertaken during
the year and the amount to be spent on these activities and monitors its progress.
During the financial year ended March 31, 2023 – The CSR Committee met 2 (two)
time on 25-05-2022 and 15-11-2022 and all the members were present at the meeting.
6. SEPARATE MEETING OF INDEPENDENT DIRECTOR:
During the year under review, a separate meeting of Independent Directors was held on
08.02.2023 to a. evaluate the performance of the Chairperson of the company, taking into
account the views of executive directors and non-executive directors; b. reviewing the
performance of non-independent directors and the Board as a whole; c. assessing the
quality, quantity and timeliness of flow of information between the company management and
the Board so as to ensure that the Board is performing the duties effectively and
reasonably.
7. OTHER MANAGEMENT POLICES
The following policies are placed in companys website at http://www.sheshadri.in
Policy for determination of materiality
Policy on code of conduct
Policy on Code of Fair disclosure
RPT Policy
19. AUDITORS & AUDITORS REPORT
A. STATUTORY AUDITORS
M/s K.S. Rao & Co., Chartered Accountants, Hyderabad (ICAI Firm Regn. No.003109S)
were appointed as Statutory Auditors in the AGM held on 29th September 2017 for a period
of 5 years until the conclusion of 13th AGM. The Company re-appointed M/s. K.S. Rao and
Co., Chartered Accountants as the Statutory Auditors for a second term of 5 years in the
13th AGM held on 30th September 2022 till the conclusion of 18th AGM of the company.
Explanation to Auditors Remark
Following are the replies / clarifications in respect of the observations made by the
statutory auditor in their audit report.
1. The management would like to inform that the interest payable on statutory dues
would be verified with individual statutory authorities and all the provisions relating to
the same shall be made in the financial year 2022-23.
2. The management has agreed with the directors that keeping in mind the financial
position and future operations of the company, interest will not be provided on the
unsecured loans.
3. The management would like to inform that in an attempt to obtain confirmation from,
company has written and sent intimations to all the debtors and creditors, most of them
have not yet responded and hence the workings for financials have been completed as per
the available balances in the companys books.
4. Though company has not obtained any formal quotes from third parties but the company
based on the prevailing market prices has paid or received the payments with the
transactions carried out with related parties.
Reporting of fraud by Statutory Auditors
There was no fraud in the Company, which was required to be reported by statutory
auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.
B. SECRETARIAL AUDITOR
During the year, the Company has appointed M/s Harikshit and Associates, Practicing
Company Secretaries as Secretarial Auditor in compliance with the provision of Section 204
of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, The Secretarial Audit report in form MR-3 for the
financial year ended 31st March 2023 is annexed herewith as Annexure I to this Report. The
Secretarial Audit Report does not contain any qualification or adverse remark.
C. INTERNAL AUDITOR
In compliance with the provisions of Section 138 of the Act read with Rule 13(1)(a) of
Companies (Accounts) Rules, 2014. The Board of Directors of the Company has appointed M/s.
LANS & Co., Chartered Accountant as Internal Auditors to conduct Internal Audit of the
Company for the Financial Year 2023- 2024.
20. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of section 134(5) of the Act, your directors state that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) Accounting policies have been selected and applied consistently. Judgments and
estimates 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 and loss 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 this Act for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities; (d) Annual accounts have been prepared on a going concern basis; (e)
Adequate internal financial controls to be followed by the company have been laid down and
these are operating effectively; and (f) proper and adequate systems have been devised to
ensure compliance with the provisions of all applicable laws and these systems are
operating effectively.
21. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large.
The Policy on materiality of related party transactions as approved by the Board may be
accessed on the Companys website at http://www.sheshadri.in/policies.html Your Directors
draw attention of the members to Note 32 to the financial statement which sets out related
party disclosures. Particulars of Contracts or Arrangements with related parties referred
to in Section 188(1) in Form AOC- 2 are enclosed to this report in Annexure III.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo required to be given pursuant to the provision of Section 134
of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 is annexed hereto
and marked Annexure II and forms part of this Report.
23. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information.
The Company has in place adequate internal financial controls with reference to
financial statements. The Companys internal control systems, including internal financial
controls, are commensurate with the nature of its business and the size and complexity of
its operations and the same are adequate and operating effectively. These systems are
periodically tested and no reportable material weakness in the design or operation was
observed. The internal auditors of the company conduct audit on regular basis and the
Audit Committee reviews adequacy and effectiveness of the Companys internal control
system including internal financial controls.
24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required pursuant to Section 197(12) of Companies Act, 2013 read with
Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of the 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
27 is available for inspection by the members at the Registered Office of the Company
during business hours on working days of the Company upto 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.
25. POLICY ON SEXUAL HARASSMENT:
The Company has in place a policy on Prevention of Sexual Harassment of Employees at
workplace in accordance with The Sexual harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Compliant Committee has been set to redress
complaints received regarding sexual harassment. During the year under review, the Company
has not received any complaints pertaining to sexual harassment.
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not made any loan pursuant to the provisions of Section 186 of
Companies Act, 2013. Corporate Guarantee given by Sheshadri Industries Limited, in favour
of Kotak Mahindra bank as security for repayment of financial facilities granted by the
Bank to Suryavanshi Spinning Mills Ltd of Rs. 800 Lakhs.
27. DISCLOSURES:
A. EXTRACT OF ANNUAL RETURN
Annual Return of the company as on 31st March, 2023 in accordance with section 92(3),
Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and
Administration) Rules, 2014, can be accessed from http://www.sheshadri.in/financials.
B. Vigil Mechanism
The Company has a ‘Whistle Blower Policy/‘Vigil Mechanism in place. The
objective of the Vigil Mechanism is to provide the employees, Directors, customers,
contractors and other stakeholders of the Company an impartial and fair avenue to raise
concerns and seek their redressal, in line with the Companys commitment to the highest
possible standards of ethical, moral and legal business conduct and fair dealings with all
its stakeholders and constituents and its commitment to open communication channels. The
Company is also committed to provide requisite safeguards for the protection of the
persons who raise such concerns from reprisals or victimization, for whistle blowing in
good faith. The Board of Directors affirms and confirms that no personnel have been denied
access to the Audit Committee. The Policy contains the provision for direct access to the
Chairman of the Audit Committee in appropriate or exceptional cases.. The Policy on vigil
mechanism cum Whistle Blower may be accessed on the Companys website at the link:
http://www.sheshadri.in there were no complaints received during the year 2022-23.
C. Risk Management
The Company recognizes that risk is an integral and unavoidable component of business
and is committed to managing the risk in a proactive and efficient manner. The Company as
part of business strategy has in place a mechanism to identify, assess, monitor risks and
mitigate various risks with timely action.
28. COMPLIANCE OF SECRETARIAL STANDARD
The Company has complied with all the applicable Secretarial Standards issued by The
Institute of Company Secretaries of India and notified by the Central Government
29. COST AUDITOR
The Company is not required to maintain cost records under Section 148(1) of the
Companies Act, 2013.
30. 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:
a. During the year under review the Company has not given loan to any employee for
purchase of its own shares as per section 67(3) (c) of Companies Act, 2013. b. The Company
has not issued shares under employees stock options scheme pursuant to provisions of
Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014. c.
The Company has not issued sweat equity shares pursuant to provisions of Section 54 read
with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 & SEBI (issue of
sweat equity) Regulations, 2002 during the Financial Year. d. The Business Responsibility
Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the
financial year ending March 31, 2023. e. Details in respect of frauds reported by the
Auditors under section 143(12) other than those which are reportable to the Central
Government, as there were no such frauds reported by the Auditors. f. There was no
application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016. g.
During the financial year the company had settled the One time settlement with Union Bank
of India (formerly Andhra Bank) by paying the outstanding amount on 30th June, 2022 and
has also received the No dues certificate to the effect.
31. ACKNOWLEDGEMENTS:
The Board of Directors is pleased to place on record their appreciation of the
co-operation and support extended by All Financial Institutions, Banks and various State
and Central Government Agencies. The Board would also like to thank the Companys
shareholders, customers, suppliers for the support and the confidence which they have
reposed in the management. The Board place on record its appreciation of the contribution
made by the employees at all levels for their hard work, solidarity, co-operation and
support.
By order of the Board For Sheshadri Industries Limited
Jeetender Kumar Agarwal Managing Director DIN: 00041946
|
Manish Gupta |
| Place: Secunderabad |
Director |
| Date: 08.08.2023 |
DIN: 00526638 |
+91-9892691696
