shikhar leasing trading ltd share price Directors report


Dear members,

The Board of Directors is pleased to present the Companys 38th annual report and Companys Audited Financial Statements for the financial year ended March 31, 2022.

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2022 is summarized below:

Financial Results:

(Rupees in Lakhs)

2021-22 2020-21
Revenue from Operations 47.24 60.66
Less: Expenses
- Employee benefits Expenses 29.86 27.29
- Depreciation and amortization 1.70 0.44
- Finance cost 13.67 13.79
- Other Expenses 16.42 11.67
Total Expenses 61.65 53.19
Profit/ (Loss) before Tax (14.41) 7.47
Tax Expenses
- Current Tax - 1.43
- MAT Entitlement/ Set off - 0.21
-Short/(Excess) provision relating to prior years - (0.29)
- Deferred Tax (0.34) 89.69
- Earlier years - -
- Provision for contingent Assets (0.08) 0.11
Net Loss after Tax carried Forward (13.99) (83.69)

2. RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

The total income has decreased to Rs. 47.24 Lakhs from Rs. 60.66 Lakhs in the previous year.

The total loss after finance cost and depreciation is Rs. 14.41 Lakhs for the year ended 31st March, 2022 compared to the profit incurred in previous year of Rs. 7.47 Lakhs.

3. DIVIDEND

In view of the loss incurred, the Directors have not recommended any dividend on the equity shares for the Financial Year ended 31st March, 2022.

4. TRANSFER TO RESERVES

In view of the loss incurred for the Financial Year ended 31st March, 2022, no amount is proposed to be transferred to any reserves.

5. MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the company between end of the financial year and date of this report. There has been no change in the nature of business of the company.

6. DEPOSITS

During the year, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 ("Act") and the Companies (Acceptance of Deposits) Rules, 2014.

7. SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to the ‘Meetings of the Board of Directors and ‘General Meetings, respectively have been duly followed by the Company.

8. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2022, the applicable accounting standards have been followed;

b) they 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 31st March, 2022 and of the loss of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions with Related Parties entered in Financial Year 2021- 2022, were in ordinary course of business and at arms length basis and in accordance with the provisions of the Act and the Rules made thereunder, the Listing Regulations and the Companys Policy on Related Party Transactions and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required.

There are no related party transactions that may have potential conflict with the interest of the Company at large. The attention of the Members is drawn to the notes to the Financial Statement setting out the related party transactions disclosures, for Financial Year 2021-2022.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to Corporate Social Responsibility (CSR) under section 135 of the Companies Act, 2013 are not applicable to the Company.

11. RISK MANAGEMENT

The Risk Management Policy has been framed, implemented and monitored. Major risk identified by the businesses and functions are systematically monitored through mitigating actions on continuing basis.

The development and implementation of Risk Management Policy has been covered in Management Discussion & Analysis which forms part of this report.

12. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. During the year such controls were tested and no reportable material weakness in the design or operation was observed.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Vipul Popatlal Chheda (DIN: 00297838) retires by rotation at the ensuing 38th AGM of the Company and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the 38th ensuing AGM. Brief profile of Mr. Vipul Popatlal Chheda (DIN: 00297838), has been given in the Notice convening the 38th AGM.

During the year under review, Ms. Krutika Pradip Gada, Company Secretary and Compliance Officer of the Company resigned from his office with effect from 30th November, 2021. The Board places on record their deep appreciation for the services rendered by Ms. Krutika Pradip Gada during her tenure as Company Secretary and Compliance Officer of the Company.

Further, upon the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on 04th January, 2022 approved the appointment of Ms. Sonam Dhiraj Panchmia as a Company Secretary and Compliance Officer of the Company.

Pursuant to the provisions of Section 203 of the Act, Mr. Vipul Popatlal Chheda (DIN: 00297838), Whole-Time Director, Ms. Heena Sanjay Desai, Chief Financial Officer and Ms. Krutika Pradip Gada, Company Secretary & Compliance Officer (Upto 30th November, 2021) and Ms. Sonam Dhiraj Panchmia, Company Secretary & Compliance Officer (w.e.f. 04th January, 2022) were the Key Managerial Personnel of the Company for the Financial Year 2021-22.

Declaration by Independent Directors:

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made there under and Listing Regulations.

Evaluation of Boards Performance:

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The detailed programs for familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company are being discussed.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors. Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors / Board / Committees was carried out.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the view 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 directors being evaluated

14. AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. N. B. Purohit & Co., Chartered Accountants (Firm Registration No. 108241W) , Chartered Accountants Statutory Auditor of the Company hold office till the conclusion of 38th Annual General Meeting of the Company. The Board of Directors has recommended the appointment of M/s. A D V & Associates, Chartered Accountants, (ICAI Firm Registration No. 128045W) for a term of 5 (Five) years from the conclusion of the 38th Annual General Meeting till the conclusion of 43rd Annual General Meeting to be held in the year 2027 for approval of shareholders of the Company based on the recommendation of Audit Committee.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) from M/s. A D V & Associates, Chartered Accountants have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the Listing Regulations.

Secretarial Auditor

The Board has appointed M/s. D. Kothari & Associates, Practicing Company Secretary to conduct the Secretarial Audit. The Secretarial Audit report for the financial year ended 31st March, 2022 is annexed herewith and marked as "Annexure I" to this report.

They have made above comment which includes our response to them.

1. The Company has yet to comply with the minimum public shareholding requirement under the Securities Contracts Regulations (Rules), 1957 ("SCRR").

Our response to the above comment is that we will shortly comply with the above requirement.

2. The Company is non-Compliant for dematerialization of Promoters shareholding.

Our response to the above comment is that we will shortly comply with the above requirement.

3. The Company has violated Regulation 29(2)/29(3) i.e. delay in furnishing prior intimation about the meeting of the board of directors, to the Exchange and therefore BSE Ltd had levied vide a total fine of Rs. 11,800/- for delay in furnishing prior intimation about the meeting of the board of directors for the meeting held on August 14, 2021 for Financial Results.

Our response to the above comment is that the intimation was given to BSE on 10th August, 2021 and fine was paid by the company.

4. The Company has yet to comply with the provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), and as per the representation made by the company, it is in the process of implementation of maintaining a Structured Digital Database (SDD).

Our response to the above comment is that we will shortly comply with the above requirement.

15. DESISTING OF COMPANYS EQUITY SHARES

The Board of Directors has proposed the delisting of companys equity shares from BSE LIMITED subject to necessary compliances under SEBI Regulations and the matter is still pending.

16. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to Corporate Governance is not applicable to the Company as the paid up equity capital does not exceed 10 crores and net worth does not exceed 25 crores as on the last day of the previous financial year. Further your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices.

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization shall provide Business Responsibility and Sustainability Report. The Company is outside the purview of top one thousand listed entities. In view of this Business Responsibility and Sustainability Report is not applicable.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) read with the Schedule V of the SEBI Listing Regulations, it is required to annex Management Discussion and Analysis Report of the Company to the Annual Report. In compliance of the above mentioned provisions, said report for the financial year ended 31st March, 2022 is annexed herewith and marked as Annexure to this report in "Annexure II".

19. MEETINGS OF THE BOARD AND THEIR COMMITTEES

a) Meetings of the Board:

Twelve meetings of the Board of Directors were held during the year on the following dates i.e. 06/05/2021, 10/05/2021, 13/05/2021, 28/05/2021, 30/06/2021, 14/08/2021, 23/08/2021, 08/09/2021, 21/09/2021, 12/11/2021, 04/01/2022 and 14/02/2022.

b) Constitution of Committees:

(1) Audit Committee:

The Company has constituted Audit Committee which comprises of following directors namely:

Name of Member Category Status No. of Meeting entitled to attend No. of Meeting entitled to attend
Mr. Girish Manilal Boradia Non-Executive & Independent Director Chairman 4 4
Mr. Sunil Hirji Shah Non-Executive & Independent Director Member 4 4
Mr. Julie Mehul Shah Non - Executive & Non Independent Director Member 4 4

All the recommendations made by the Audit Committee were accepted by the Board.

Four Meetings of Audit Committee was held on 30/06/2021, 14/08/2021, 12/11/2021 and 14/02/2022.

(2) Nomination & Remuneration Committee:

The Company has constituted the Nomination & Remuneration Committee of the Board is constituted to formulate and recommend to the Board from time to time, a compensation structure for Managing Directors / Whole-time Directors and Managerial Personnel of the Company.

The nomination and Remuneration Committee comprises following directors namely:

Name of Member Category Status No. of Meeting entitled to attend No. of Meeting entitled to attend
Mr. Girish Manilal Boradia Non-Executive & Independent Director Chairman 2 2
Mr. Sunil Hirji Shah Non-Executive & Independent Director Member 2 2
Mr. Damji Lalji Shah Non - Executive & Non Independent Director Member 2 2

Two Meeting of the Nomination and Remuneration Committee was held on 14/08/2021 and 04/01/2022.

(3) Stakeholders Relationship Committee:

The Company has constituted stakeholders Committee comprises of following directors namely:

Name of Member Category Status No. of Meeting entitled to attend No. of Meeting entitled to attend
Mr. Girish Manilal Boradia Non-Executive & Independent Director Chairman 1 1
Mr. Sunil Hirji Shah Non-Executive & Independent Director Member 1 1
Mr. Vipul Popatlal Chheda Executive, Whole- time Director Member 1 1

One Meeting of the Stakeholder Relationship Committee was held on 14/02/2022.

(4) Independent Directors Meeting:

In compliance with the provisions of Secretarial Standards, Companies Act, 2013 and the SEBI Listing Regulations, separate meeting of Independent Directors was held and the following agenda item were considered at the meeting:

a) Review the performance of Non - Independent Directors and the Board of Directors as a whole;

b) Review performance of the Chairman, taking into account the views of the Executive Directors and Non - Executive Directors;

c) Assess the quality, quantity and timelines of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

One Independent Committee Meeting was held on 14/02/2022.

(c) Remuneration and Nomination Policy:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the Annual Report 2021-22 Directors Report candidates.

(d) Vigil Mechanism:

The Company has a robust Vigil Mechanism Policy of the Company, which also includes Whistle Blower Policy in accordance with provisions of the Act and Listing Regulations. The Vigil Mechanism is supervised by an Ethics and Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle- blower through an email, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

(e) Particulars of Loans given, Investments made, Guarantees given and Securities provided:

The full details of loans given and guarantees given have been provided in the notes to the financial statement for the year ended 31st March, 2022. There are no Investments made by the Company as at 31st March, 2022. The Company has not provided any security during the year.

(f) Conservation of Energy, technology absorption:

The Statement on conservation of Energy, technology absorption foreign exchange earnings and out go is given in the "Annexure III" to this report.

(g) Extract of Annual Return:

The Annual Return of the Company for the year ended 31st March, 2022 prepared in compliance with Section 92 of the Companies Act, 2013 and related Rules in prescribed Form No. MGT 7 is placed on the website of the Company and can be accessed at the web link: www .shikharleasingandtrading.in.

(h) Particulars of employees and related disclosures:

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is annexed as "Annexure -IV" which forms part of this Report.

Market Capitalization as on 31/3/2021 Rs. 31.50 Lacs Market Capitalization as on 31/3/2022 Rs. 31.50 Lacs

There is no change in market capitalization

PE ratio as on 31/3/2021 ... Rs. -0.38
PE ratio as on 31/3/2022.. .... Rs. -2.25

The shares of the Company are not ordinarily traded on BSE.

(i) Significant and Material Orders Passed by the Regulators Or Courts:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

(j) Reporting of Frauds:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

(k) Prevention of Sexual Harassment in the Company:

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse. All employees are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant Shikhar Leasing and Trading Limited Annual Report 2021-22 to the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.

(l) General:

Your Directors state that no disclosure or reporting is required in respect of the following items as the provisions were not applicable to the company or there were no transactions on these items during the year under review: -

- Issue of Equity Shares with differential rights as to dividend, voting or otherwise. - Issue of shares (including sweat equity shares) to employees of the Company.

- The Company does not have any scheme of provision of money for the purchase of its own shares by the employees or by trustees for the benefit of employees.

- The Company does not have any subsidiaries, hence, the question of receiving remuneration or commission by the Managing Directors or Whole Time Directors of the Company from subsidiary does not arise.

- The details of the top ten employees and employees who were drawing remuneration in excess of limits prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Companies Act, 2013.

- The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

-The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

- Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable and not required by the Company.

- During the Financial year no application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

-During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

ACKNOWLEDGEMENT

The Board of Directors would like to express the sincere appreciation for the assistance and cooperation received from banks, government authorities and members during the year under review.

The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers

For and on behalf of the Board of Directors
Vipul Popatlal Sunil Hirji Shah Girish Manilal
Chheda Boradia
Wholetime Director Director Director
DIN: 00297838 DIN: 02775683 DIN: 00476124
Date: 10th August, 2022
Place: Mumbai