shricon industries ltd share price Directors report


Dear Shareowners,

The Board of Directors ("Board") of Shricon Industries Limited ("Company") with immense pleasure present their report on the business and operations of your Company for the financial year 2022-23.

This Report is being presented along with the audited financial statements for the year.

1. Financial Highlights

The detailed financial statement of the Company for the financial year 2022-23 is attached with this report. However, the performance of the Company for the financial year ended on 31st March, 2023 is summarized below:

Particulars Year ended 31.03.2023 (in Lacs) Year ended 31.03.2022 (in Lacs)
Income (Gross) 170.24 91.74
Expenditure 49.27 54.66
Profit/(Loss) before Exceptional and extraordinary Items 120.97 37.08
and tax
Less:- Tax Expense 0.02 0.00
Profit/ (Loss) after Tax 120.95 37.08

During the Financial Year 2022-23 there is Revenue of Rs. 0.19 Lacs from operation. The Company has other income of Rs. 170.24/- Lacs during the financial year 2022-23 as compared to previous financial year 2021-22 of Rs. 91.74/- Lacs. During the year, Company has Profit after tax of Rs. 120.95/- Lacs.

2. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the company between the end of financial year and the date of report.

3. Dividend

The company has not declared any Dividend during the financial year 2022-23.

4. Subsidiary Companies

During the year, the Company has no subsidiary Company therefore there is need not to submit any information and documents pertaining to subsidiary company under the Companies Act, 2013 and Listing Regulation.

5. Financial Position and Performance of Subsidiaries, Joint Ventures and Associates

During the year, the Company has no subsidiary Company and Joint Ventures and Associates therefore there is need not to submit any information and documents pertaining to subsidiary company under the Companies Act, 2013 and Listing Regulation.

6. Consolidated Financial Statements and Cash Flow Statement

Your Company is not required to consolidate financial statements therefore Accounting Standard 21 issued by the Institute of Chartered Accountants of India not applicable.

Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014 is not applicable on your Company.

As stipulated by Clause 32 of the Listing Agreement, Cash flow statement for the financial year ended March 31, 2023 were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditors Report thereof form part of the Annual Report.

7. Directors Responsibility Statement

Pursuant to the requirements of Section 134 of the Companies Act, 2013 and to the best of their knowledge & belief and according to the information and explanations obtained, your Directors state that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any; b) such accounting policies have been selected and applied consistently and judgments and estimates made that 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 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual accounts have been prepared on a going concern basis; e) requisite internal financial controls were laid down and that financial control are adequate and are operating effectively; and f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

8. Internal Control System and their adequacy

The Company has proper and adequate internal control systems, which ensure that all assets are safeguarded against loss from unauthorized use and all transactions are authorized, recorded and reported correctly. The Management continuously reviews the internal control systems and procedures to ensure orderly and efficient conduct of business. Internal audits are regularly conducted, using external and internal resources to monitor the effectiveness of internal controls.

9. Details of Board Meetings

The Board of Directors met 5 times in the year 2022-23 and all Directors were present during all the Board Meetings held during the financial Year 2022-23.

10. Directors and Key Managerial Personnel

Mr. Om Prakash Maheshwari, Director of the Company, retires at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board recommends her re-appointment. Details of the proposal for her appointment are given in the Notice of the Annual General Meeting.

11. Declaration by Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of the Companies Act, 2013 read with the schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibility in the Company, nature of the industry in which the Company operates and other related matters are put on the website of the Company at the link: www.shricon.in

12. Key Managerial Personnel

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:

1. Mr. Manoj Jain as Chief Executive Officer (CEO),

2. Mr. Piyush Gupta as Chief Financial Officer (CFO) of the Company,

3. Ms. Neha Arvind as Company Secretary of the Company.

13. Auditors and Auditors Report

Kalani & Co. Chartered Accountants, Kota (Firm Registration No. 000722C) were appointed as Statutory Auditor of your Company at the Annual General Meeting held on 24.09.2022 for a term of five consecutive years to hold office from the conclusion of 36th Annual General Meeting until the conclusion of 41st Annual General Meeting of the Company to be held in the calendar year 2027.

The report given by the Auditors on the Financial Statements of the Company is part of the Annual Report. There has no qualification, reservation, adverse remark or disclaimer given by the Auditor in their report.

14. Cost Audit

The Company is not required to conduct cost audit during the financial year 2022-23.

15. Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed M/s. Bharat Rathore & Associates, Company Secretaries, Kota as Secretarial Auditor of the Company for the Year 2023-24.

In accordance with the Section 204 of the Act they have submitted their report in prescribed format and the same has been attached at Annexure-2. The report so submitted is self-explanatory and does not call for any further explanation(s) / comment(s).

16. Particulars of Loans, Guarantees or Investment

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements.

17. Particulars of Contract or arrangement with Related Parties

All related party transactions (RPTs) which were entered into during the financial year were on arms length basis and did not attract provision of Section 188 of the Companies Act, 2013. There were material transaction entered with related parties, during the year under review, which have been disclosed in Form AOC-2 as an Annexure-3. All transactions (if any) covered under Related Party Transactions are regularly/periodically ratified and/or approved by the Board/Audit Committee.

The Related Party Transaction Policy as approved by the Board is uploaded on the Companys website at the web link: http://www.shricon.in.

All the related party transactions are entered into at arms length in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulation and there are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have a potential conflict with the interests of the Company FORM AOC-2 has been attached with this Directors Report.

18. Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014, as amended, the name and other particulars of employees are to be set out in the Directors Report as an addendum or annexure thereto.

However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company and others entitled thereto, excluding the aforesaid information about the employees. Any Member who is interested in obtaining these particulars may write to the Compliance Officer at the Registered Office of the Company.

None of the employee listed in the said Annexure is a relative of any director of the Company. None of the employee holds (by himself or along with his spouse and dependent Children) more than two percent of the Equity shares of the Company.

19. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Consider the business activities of the Company the requirement relating to providing the particulars relating to conservation of energy and technology absorption stipulated in Rule 8 of the Companies (Accounts) Rules 2014 required to be furnished u/s.134 (3)(m) of the Companies Act, 2013 is not applicable.

20. Particulars of foreign currency earnings and outgo during the year: Nil.

21. Composition of Audit Committee

In line with the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Committee is as below:

1. Mr. Govind Nuwal as Chairman (Independent Director)

2. Mr. Inder Prakash Jain as Member of the Audit Committee (Independent Director)

3. Mr. Om Prakash Maheshwari Members of the Audit Committee.

22. Vigil Mechanism

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The mechanism under the policy has been appropriately communicated within the organization. The Whistle Blower Policy is available on the website of the Company.

23. Performance Evaluation

Pursuant to Clause 49 of the Listing Agreement read with provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance and that of the individual Directors.

The evaluation criteria, inter alia, covered various aspects of the Boards functioning including its composition, execution and performance of specific duties, obligations and governance. The performance of individual directors was evaluated on parameters such as Attendance and participation in the Meetings, Contribution towards growth of the Company, Leadership initiative, Team work attributes and supervision of staff members, Compliance with policies, safeguarding the interest of the Company etc. The Directors expressed their satisfaction with the evaluation process.

24. Key Parameters for appointment of Directors and Key Managerial Personnel

The Nomination and Remuneration Committee has formulated a detailed policy for appointment of directors, key managerial personnel which is designed to attract, motivate and retain best talent. This policy applies to directors, senior management including its Key Managerial Personnel (KMP) and senior management of the Company. The remuneration of the Executive Directors and KMPs of the Company is recommended by the Nomination and Remuneration Committee based on the Companys remuneration structure taking into account factors such as level of experience, qualification and suitability. The Company generally pays remuneration by way of salary, perquisites and allowances.

25. Public Deposits

During the year, your Company has neither invited not accepted any deposits from the public within the meaning of section 2(32) and 74 of the Companies Act, 2013 and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date.

26. Policies of the Company

Your Company has posted the following documents on its website www.shricon.in.

1. Code of Conduct and Ethics
2. Whistle Blower Policy
3. Related Party Transaction Policy
4. Corporate Social Responsibility
5. Familiarization Program.
6. Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by insiders
7. Material Subsidiary Company Policy
8. Remuneration Policy
9. Code of Fair Disclosure

27. Human Resource and Employees Stock Option Scheme

Your Company has been able to create and continuously improve a favorable work environment that encourages innovation and meritocracy at all levels. Employees relations remained cordial at all the Companys locations. The Directors take this opportunity to record their appreciation for the outstanding contribution. There is no Employees Stock Option Plan 2013 (ESOP 2013) in the Company.

28. Significant and Material Orders Passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

29. Extract of Annual Return

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended on 31st March 2023 in the prescribed form MGT-7 is disclosed on the website of the at www.shricon.in.

30. Corporate Social Responsibility

Pursuant to Section 135 and Rule 8 of the Companies (Corporate Social Responsibility Policy), Rules, 2014, a report on CSR containing particulars in the specified format is attached at Annexure 1

Your directors have constituted the Corporate Social Responsibility Committee of the Board of Directors, with Mr. Inder Prakash Jain, as Chairman, and Mrs. Neelima Maheshwari and Mr. Govind Nuwal as other members.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013:

The Company has in place a Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2021-22:

No. of complaints received : Nil
No. of complaints disposed off : Nil

32. Business Responsibility Reporting

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2023.

33. Green Initiative

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.

34. Changes in the Nature of Business, if Any

The Company continued to provide Real Estate services and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company during the year under review.

35. Particulars of Remuneration

Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are placed on the Companys website www.shricon.in as an annexure to the Boards Report.

A physical copy of the same will be made available to any shareholder on request, as per provisions of Section 136(1) of the said Act. Details as required under the provisions of Section 197(12) of the Companies Act 2013, read with Rule 5(2) and 5(3) of the said Rules, which form part of the Boards Report, will be made available to any share holder on request, as per provisions of Section 136(1) of the said Act.

36. Industrial Relations

Industrial Relations continued to remain peaceful and cordial throughout the year. We value the long association of our stakeholders to sustain industrial harmony and create a positive work environment. By introducing various new work practices we have succeeded in enhancing manpower productivity & attendance to the optimum.

37. Acknowledgements and Appreciation

Your Directors are thankful to all the shareholders, Advisors, Bankers, Governmental Authorities, media and all concerned for their continued support. The Directors acknowledge the commitment and contribution of all employees to the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors
Shricon Industries Limited
s/d s/d
Place: Kota Om Maheshwari Inder Prakash Jain
Date: 20.05.2023 DIN-00185677 DIN-00229945