Your directors are pleased to present the 12th Annual Report of the Company along with an Audited Financial Statements for the financial year ended on March 31, 2024.
Pursuant to notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“IND AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (as amended from time to time) with effect from 1stApril, 2020 and the accounts are prepared under IND AS.
1. FINANCIAL RESULT
The financial performance of the Company for the financial year ended on March 31, 2024, is summarized below:
|
Particulars
|
2023-2024
|
2022-2023
|
|
Revenue from Operations
|
|
|
|
a. Sale of Products
|
32,30,10,477
|
47,91,93,140
|
|
b. Other Operating Revenues
|
1,89,38,138
|
63,69,686
|
|
Other Income
|
12,89,50,674
|
85,67,01,209
|
|
Total Revenue
|
47,08,99,290
|
1,34,22,64,035
|
|
Total Expenses
|
2,82,60,37,519
|
1,34,13,71,297
|
|
Profit Before Exceptional and Extra Ordinary Items and Tax
|
(2,35,51,38,230)
|
8,92,738
|
|
Exceptional Items
|
-
|
2,33,339
|
|
Profit/(loss) Before Tax
|
(2,35,51,38,230)
|
11,26,077
|
|
Tax Expense:
|
|
|
|
Current Tax
|
-
|
1,86,290
|
|
Deferred Tax
|
-
|
(13,54,353)
|
|
Prior period Adjustment
|
-
|
-
|
|
Total Tax Expense
|
|
(11,68,063)
|
|
Profit/(loss) for the Period
|
(2,35,51,38,230)
|
22,94,140
|
|
Other Comprehensive Income:
|
|
|
|
Items that will not be reclassified to profit or loss
|
-
|
-
|
|
Measurements of defined employee benefit plans
|
-
|
-
|
|
Income tax relating to above items
|
-
|
-
|
|
Total Other Comprehensive Income (net of tax)
|
-
|
-
|
|
Total Comprehensive Income for the year
|
(2,35,51,38,230)
|
22,94,140
|
|
Profit for the year carried to Reserves & Surplus
|
(2,35,51,38,230)
|
22,94,140
|
|
Earning Per Share (EPS)
|
|
|
|
Basic
|
(3.85)
|
0.00
|
|
Diluted
|
(3.85)
|
0.00
|
2. OPERATIONS
During the year under review, the total income of the Company was Rs. 47,08,99,290/- as compared to Rs. 1,34,22,64,035/- in the previous year. The Company has reported a loss of Rs. 2,35,51,38,230/- for the year in comparison to a profit of Rs. 22,94,140/- for FY 2022-23.
Your Company's performance for the year was on a lower trend by lower volumes and price realization. The Directors are optimistic about future performance of the Company once the impact of the Covid pandemic recedes.
3. DIVIDEND
In view of financial position of the Company, your directors regret and not recommended any dividend on the Equity shares for the financial year ended March 31, 2024.
4. TRANSFER AMOUNT TO GENERAL RESERVES
During the year under review, the Board has proposed to transfer any amount to General Reserves Rs. 2,35,51,38,230/-.
5. THE STATE OF COMPANY'S AFFAIRS
During the year under review, the Company has put all its efforts in serving required products to all its customers on time. The turnover of the Company during the reporting period amounted to Rs. 34,19,48,616/-. However, revenue from operations decreased from the previous year. Further information on the business overview and outlook and state of the affairs of the Company is discussed in detail in the Management Discussion & Analysis. The Directors are thankful to all its suppliers for on time delivery of the products. The effort of our suppliers is the backbone of our Company.
The Directors express their gratitude towards the stakeholders for all the support the Company has received from them and hope that the Company continues to receive the same support in the coming future.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT
There has been no material changes and commitments, affecting the financial position of the Company which occurred between the end of financial year and the date of this Report.
7. CHANGES IN SHARE CAPITAL
There were no changes in the share capital of the Company during the year under review.
8. CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in the nature of business during the year. However, the Company is continuously endeavoring its best to identify the suitable expansion projects.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company for the year ended on March 31, 2024.
10. DEPOSITS
The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year. The Company has accepted money from the Directors during the financial year pursuant to provision of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 and the details of the same is given in the Notes to the Financial Statements, which forms part of this report.
11. BOARD MEETINGS
The Directors of the Company met at regular intervals, the gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time. The Notices of the Board Meetings are given well in advance to all the Directors of the Company.
During the year, Eight (8) meetings of the Board of Directors were held, as required under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of the number of Board meetings held and attendance of Directors are provided in the Corporate Governance Report, which forms part of this Report.
|
Sr. No.
|
Date of Meeting
|
Board Strength
|
No. of Directors Present
|
|
1.
|
08/04/2023
|
7
|
7
|
|
2.
|
08/07/2023
|
7
|
7
|
|
3.
|
27/07/2023
|
6
|
6
|
|
4.
|
01/09/2023
|
6
|
6
|
|
5.
|
21/09/2023
|
6
|
6
|
|
6.
|
19/10/2023
|
6
|
6
|
|
7.
|
08/01/2024
|
5
|
5
|
|
8.
|
10/02/2024
|
6
|
6
|
During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Directors and Key Managerial Personnel of the Company as on 31st March 2024 are summarized below:
|
Sr.
No.
|
Name
|
Designation
|
DIN
|
|
1
|
Rishit Shrenik Vimawala
|
Whole Time Director
|
03474249
|
|
2
|
Shrenik Sudhir Vimawala
|
Managing Director
|
03474255
|
|
3
|
Kaivan Shrenik Vimawala
|
Whole Time Director
|
06514171
|
|
4
|
Devarsh Muktesh Shah
|
Independent Director
|
06954437
|
|
5
|
Jalpika Dhruvkumar Joshi
|
Independent Director
|
09173340
|
|
6
|
Nirav Harshvadan Zaveri
|
Independent Director
|
10500177
|
|
7
|
Virendra Vasantlal Surti
|
Chief Financial Officer
|
NA
|
|
8
|
Dipen Ashit Dalal
|
Company Secretary
|
NA
|
Mr. Kevin Maheshkumar Shah (DIN: 08144696), Non-Executive Independent Director of the Company resigned from the office of Director with effect from closure of business hours of 08th July, 2023.
Mr. SHALIN NAINESH KUSUMGAR (DIN: 07634143) Non-Executive Independent Director of the Company resigned from the office of Director with effect from closure of business hours of 25th October, 2023.
Mr. Nirav Harshvadan Zaveri (DIN: 10500177) has appointed as Non-Executive Independent Director of the Company w.e.f. 10th February, 2024.
The changes in composition of the Board of Directors and Key Managerial Personnel during the year under review, are given below.
During the year under review, there was no appointment/reappointment of Directors at the 11th Annual General Meeting held on September 30, 2022.
Further, the Board of Directors on recommendations of Nomination and Remuneration committee, Appointed CS DIPEN ASHIT DALAL as a Company Secretary designated as Key Managerial Personnel and Compliance Officer of the Company w.e.f. 03rd April, 2023 at the meeting of Board of Directors of the Company.
Cessation:
a. Mr. Kevin Maheshkumar Shah (DIN: 08144696), Non-Executive Independent Director of the Company resigned from the office of Director with effect from closure of business hours of 08th July, 2023.
b. Mr. SHALIN NAINESH KUSUMGAR (DIN: 07634143) Non-Executive Independent Director of the Company resigned from the office of Director with effect from closure of business hours of 25th October, 2023
There was no additional change in the composition of the Board of Directors and Key Managerial Personnel during the year under review, except as stated above.
13. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and belief:
a. In the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed and there are no material departures;
b. The directors had 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 at the end of financial year and of the profit and loss of the Company for the financial year ended March 31, 2024;
c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The directors had prepared the Annual Accounts for the financial year ended March 31, 2023 on a going concern basis;
e. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
14. COMMITTEE(S) MEETING
The Company has various committee(s) pursuant to the requirements of the Companies Act, 2013 read with the rules framed there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of the composition of the various committee(s), the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Report.
15. ANNUAL RETURN
In accordance with the Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2024 in the prescribed format is available on the Company’s website. The web-link as required under the Act is as under https://www.shrenikltd.com/.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements, which forms part of this Report.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES REFERRED IN SECTION 188(1) OF THE COMPANIES ACT, 2013
During the year under review, all the related party transactions were in the ordinary course of business and on arm’s length basis. No material contract or arrangement with related parties was entered into during the year under review. Therefore, there is no requirement to report any transaction in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. The disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at www.shrenikltd.com
18. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124 and 125 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules’), as amended from time to time, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (IEPF).
During the year under review, no amount was due for transfer to IEPF in accordance with Section 125 of the Companies Act, 2013.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure - 1, which forms part of this report.
20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013. On the recommendation of the CSR committee, the Board has approved the CSR policy of the Company which is published on the Company’s website at
www.shrenikltd.com. The Company has amended its CSR Policy in accordance with the amendments to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.
However, section 135 of the Companies Act, 2013 is not applicable to the company pursuant to the loss of Rs. 2,35,51,38,230/- in the year 2023-24, Profit of Rs. 22,94,140/- in the year 2022-23 and loss of Rs. 14,31,02,983/- in the year 2021-22.
The Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure -2, which forms part of this Report.
The details of the composition of the CSR committees, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Report.
21. DECLARATION BY INDEPENDENT DIRECTORS
In compliance with Section 149(7) of the Act read with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company have submitted the declaration(s) that each of them meet the criteria of independence as provided in Section 149(6) of the Act read with sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has formulated a policy to familiarize the Independent Directors with the Company. The Independent Directors are appraised during the Board / Committee(s) meetings on the Company operations, governance, internal control process and other relevant matters. The details of the Familiarization Program are available on Company’s website www.shrenikltd.com
23. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried the evaluation of its own performance, performance of Individual Directors including Independent Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.
The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in separate meetings of Independent Directors. The same was also discussed in the meetings of Nomination and Remuneration Committee of the Company.
24. NOMINATION AND REMUNERATION POLICY
A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management available on the Company’s website www.shrenikltd.com.
25. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its Internal Financial Control systems commensurate with operations of the Company. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting records including timely preparation of reliable financial information.
The evaluations of these internal financial controls were done through the internal audit process and were also reviewed by the Statutory Auditors. Based on their view of these reported evaluations, the directors confirm that, for the preparation of financial statements for the financial year ended 31 March 2024, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.
26. RISK MANAGEMENT POLICY OF THE COMPANY
The Company has framed and adopted a Risk Management Policy to identify, monitor, minimize and mitigate risks and determine the responses to various risks to minimize their adverse impact on the organization. The executive management oversees the risk management framework and the Audit Committee evaluates Internal Financial Controls and Risk Management Systems. However, the details of risk management objectives and policies made by the Company in accordance with the provision of the Act. The Risk Management Policy is placed on the Company’s website at www.shrenikltd.com
27. AUDITORS
A. STATUTORY AUDITORS
M/s. S. G. Marathe & Co., Chartered Accountants (FRN.: 123655W), were appointed as the Statutory Auditors of the Company for the period of Five (5) years from the conclusion of the 9th Annual General Meeting to hold office till the conclusion of the 14th Annual General Meeting of the Company, due to casual vacancy of the Statutory Auditor M/s. Singhi & Co., Chartered Accountants, (FRN.: 302049E) in compliance to Section 139(8) of the companies Act, 2013.
Further the Ministry of Corporate Affairs (MCA) vide notification dated 7th May, 2018 has done away with the requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting, as per the first proviso of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Amendment Rules, 2018. Accordingly, the Company is not required to pass any resolution pertaining to ratification of the appointment of Statutory Auditors in the Annual General Meeting.
The Auditor’s Report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. The report is enclosed with the Financial Statements in this annual report.
B. COST AUDITORS
In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.
C. SECRETARIAL AUDITORS
Pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Jaymeen Trivedi (Membership No. 9137), Proprietor of M/s. Jaymeen Trivedi and Associates, Practicing Company Secretary, to conduct Secretarial Audit for Financial year 2023-24.
The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed as "Annexure-3”. The remarks of Secretarial Auditor are self-explanatory and the report of the Secretarial Auditor have been enclosed, which forms part of this Report.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report for above said financial year has been submitted to the stock exchanges within 60 days of the end of the said financial year.
Certificate of Non-Disqualification of Directors:
In accordance with the SEBI (LODR) (Amendment) Regulations, 2018; a certificate has been received from Mr. Jaymeen Trivedi (Membership No. 9137), Proprietor of M/s. Jaymeen Trivedi and Associates, Practicing Company Secretary, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith.
28. REPORTING OF FRAUD BY AUDITORS
There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the Company or to the Central Government.
29. PARTICULARS OF EMPLOYEES
The statement containing information 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 is annexed herewith as “Annexure - 4” and forms part of this report.
During the financial year 2023-24, there were no employees in the Company whose details are to be given pursuant Section 197(12) of the Companies Act, 2013 read Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
30. CORPORATE GOVERNANCE
As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Corporate Governance for the financial year ended March
31. 2023 along with Certificate from Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith as “Annexure - 5”, which forms part of this report.
31. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as “Annexure - 6”, which forms part of this report.
32. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has adopted Vigil Mechanism and Whistle Blower policy to provide a formal mechanism for the directors and employees to disclose their concerns and grievances on unethical behavior and improper/illegal practices and wrongful conduct taking place in the Company for appropriate action.
Through these mechanisms, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith. It is hereby affirmed that no personnel have been denied access to the Audit Committee. The Vigil Mechanism and Whistle Blower policy has been placed on the Company’s website www.shrenikltd.com.
33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant and material orders issued against the Company by any regulating authority or court or tribunal during the year that could affect the going concern status and Company’s operation in future.
34. COMPLIANCE OF SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.
35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has constituted Policy on Prevention of Sexual Harassment of Women at workplace in line with the requirements of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. Your directors state that during the year under review, there were no complaints relating to sexual harassment nor any cases filed pursuant to the said Act.
The policy on Sexual Harassment at Workplace is placed on the Company’s website at
www.shrenikltd.com
36. ACKNOWLEDGEMENTS
Your Directors places on record their sincere thanks to the Customers, Vendors, Stakeholders, Banks, Regulatory Bodies, Financial Institutions and other Business Associates who have extended their valuable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.
For and on behalf of the Board
SD/-
Place : Ahmedabad Shrenik Vimawala
Date :September 02, 2024 Chairman and Managing Director
DIN:03474255
|
