Your Directors have pleasure in presenting their Thirty Second Report together with theAudited Financial Statement of Accounts for the year ended on March 31 2017.
1. FINANCIAL RESULTS
| || ||Rs. In Lacs |
| ||Year ended March 31 2017 ||Year ended March 31 2016 |
|INCOME || || |
|Sales and Services (Gross) ||2571.45 ||3258.76 |
|Less : Excise Duty & Service tax ||(5.39) ||(240.86) |
|Sales and Service income (Net) ||2566.06 ||3017.90 |
|Other Income ||36.21 ||28.49 |
| ||2602.27 ||3046.39 |
|EXPENDITURE || || |
|Manufacturing and other expenses ||3625.78 ||3638.29 |
|Depreciation ||170.94 ||663.05 |
|Financial expense ||175.13 ||151.27 |
| ||3971.85 ||4452.61 |
|PROFIT BEFORE TAX ||(1369.58) ||(1406.22) |
|PROVISION FOR TAX ||0.00 ||0.00 |
|NET PROFIT /(LOSS) FOR THE YEAR ||(1369.58) ||(1406.22) |
|PROFIT AND LOSS ACCOUNT beginning of the year ||(3098.31) ||(1692.09) |
|PROFIT AND LOSS ACCOUNT end of the year ||(4467.89) ||(3098.31) |
2. PERFORMANCE & OPERATIONS :
Gross Revenue from operations during the year under review was Rs.2671.45 Lacs. The netloss of the company for the fiscal 2016- 2017 is Rs.1369.58 Lacs. There was no productionof LED TVs since April 2015 (Except in the month of August 2015) and of Air conditionerssince June 2015 in the absence of any orders.
3. MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:
The Management Discussion Analysis and the report on Corporate Governance are attachedto the Directors' Report and form parts of this Annual Report. A Certificate from aCompany Secretary in whole time practice verifying compliance thereof is also incorporatedin the Corporate Governance section.
4. CERTIFICATES AND MARKS:
Your Company continues to be an ISO 14001 and ISO 9001 certified Company.
5. INDUSTRIAL RELATIONS:
Industrial Relations have been and continue to be harmonious and cordial.
i) Statutory Auditors:
Pursuant to the provisions of section 139 of the Companies Act 2013 and rules madethereunder the term of office of M/s. S R B C & Co LLP Chartered Accountants(FirmRegistration No. 324982E) as the Statutory Auditors of the Company will conclude at theend of the ensuing annual general meeting.
The Board of Directors has based on the recommendations of the Audit Committee at itsmeeting held on 9th August 2017 proposed the appointment of M/s Price Waterhouse LLP.Chartered Accountants as the Statutory Auditors of the Company for a period of five yearsfrom the conclusion of this annual general meeting till the conclusion of 37th annualgeneral meeting of the Company subject to the ratification of their appointment at everyannual general meeting by the members of the Company. M/s. Price Waterhouse LLPChartered Accountants. have consented to their appointment and have confirmed that theirappointment if made will be in accordance with Section 139 and Section 141 of theCompanies Act 2013 .Members are requested to consider and approve the appointment of M/s.Price Waterhouse LLP Chartered Accountants as the Statutory Auditors of the Company andauthorize the Board to fix their remuneration.
ii) Cost Auditors:
The Board of Directors have appointed M/s.. Chandrashekhar. S. Adawadkar PracticingCost Accountant as the Cost Auditor for the financial year 2016-17 ended on 31st March2017 upon recommendation of the Audit Committee. M/s. Chandrashekhar S Adawadkar CostAccountant will submit the cost audit report along with annexure to the Central Government(Ministry of Corporate Affairs) in the prescribed form within specified time and at thesame time forward a copy of such report to your company.
The Board of Directors have appointed M/s. Chandrashekhar.S. Adawadkar & Co.Practicing Cost Accountant to conduct the Cost Audit of the Company for the financialyear ending on 31st March 2018 upon recommendation of the Audit Committee. TheRemuneration payable to the Cost Auditors for the financial year 2017-2018 requiresratification by the members of the Company. The same is put before the members of thecompany for their consideration and approval.
iii) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company appointed M/s. SVD & Associates Practicing Company Secretaries as the'Secretarial Auditors' of the company for the financial year 2016-2017
The Secretarial Audit Report given by M/s. SVD & Associates Practicing CompanySecretaries for the financial year 20162017 is annexed as Annexure - C.
7. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT - 9 is annexedherewith as 'Annexure - A' to this Report.
8. NUMBER OF MEETINGS OF THE BOARD
During the year under review Five Board Meetings were convened and held. The detailsof which are given in the Corporate Governance Report.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(1) ( c) and 134 (5) of the Companies Act2013 in respect of Directors' Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts for the financial year ended on 31st March2017 the applicable accounting standards have been followed and that there are nomaterial departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015..
11. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRETERIAFOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR::
The Board had on the recommendation of the Nomination and Remuneration Committee frameda policy for selection and appointment of Directors Key Managerial Personnel and SeniorManagement Personnel and their remuneration. The policy is appended as 'Annexure - B' tothis Report.
Criteria for Determining Qualifications Positive Attributes & Independence ofDirector (Evaluation Criteria):
i. Qualifications of Director:
A director shall possess appropriate skills experience and knowledge in one or morefields of engineering finance law management sales marketing administrationresearch corporate governance operations or other disciplines related to the Company'sbusiness.
ii. Positive attributes of Directors:
A director shall be a person of integrity who possesses relevant expertise andexperience and who shall uphold ethical standards of integrity and probity; actobjectively and constructively; exercise his responsibilities in a bona-fide manner in theinterest of the Company; devote sufficient time and attention to his professionalobligations for informed and balanced decision making; and assist the Company inimplementing the best corporate governance practices.
iii. Independence of Independent Directors:
An Independent director should meet the requirements of the Companies Act 2013 andSEBI Listing Regulations 2015 concerning independence of directors.
12. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QULIFICATION RESERVATION ORADVERSE REMARKS OR DISCLAIMER MADE (1) BY THE AUDITOR IN HIS REPORT (2) BY THE COMPANYSECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT:
The Statutory Audit Report and the Cost Audit Report for the financial year ended 31stMarch 2017 do not contain any comments qualifications reservations adverse remarks ordisclaimer.
As regards to the observations made by the secretarial auditors in their audit reportsthe company would like to explain that :-
1) The slight delay for submission of declaration under sub point (d) of Sub-regulation3 of Regulation 33 of Securities and Exchange Board of India (Listing obligations andDisclosure Requirements) Regulations 2015 was caused due to amendments in reportingstructure to stock exchange for reporting modified / unmodified opinion on the financialresults.
2) M/s ICICI bank Ltd who were appointed as merchant bankers in relation to transferof shares from Resident to Non-Resident are in the process of filing form FC-TRS and thesame will be done shortly.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:
The Company has not given any loans guarantees or has not made any investments duringthe financial year 2016-2017 under review.
14. RELATED PARTY TRANSACTIONS:
During the Financial year the Company has entered in to contracts or arrangements withthe related parties in the ordinary course of business and on arm's length basis. Priorapproval of the Audit Committee was obtained for all the related party transactionsentered into by the Company for the financial year ended on 31st March 2017.The policy onrelated party transactions as approved by the Board of Directors has been displayed on thewebsite of the Company:www.sharpindialimited.com .
15. THE STATE OF THE AFFAIRS OF THE COMPANY:
State of Company's affairs has been covered as a part of this report under the-financial results' & Management Discussion and Analysis.(MDA).
16. THE AMOUNT IF ANY WHICH IT PROPOSES TO CARRY TO ANY RESERVES: Nil
17. THE AMOUNT IF ANY WHICH IT RECEOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND: Nil.
18. MATERIAL CHANGES AND COMMINTMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: NIL
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO etc.:
Conservation of Energy & Technology Absorption etc.:
In line with the company's policy towards conservation of energy initiatives areplanned and implemented across the company and all units continue with their efforts aimedat improving energy efficiency through various measures to reduce wastage and optimizeconsumption. Your company continues with its efforts aimed at improving the energyefficiency by adopting various measures. to conserve the energy and places very muchimportance for the conservation of energy and is conscious about its responsibility toconserve energy power and other energy sources. Your Company is conscious about itsresponsibility towards environment protection and it lays great emphasis towards a safeand clean environment and continues to adhere to all regulatory requirements andguidelines.
Your company strongly and religiously follows and practices the 3E Policy i.e. -
a) Eco-positive Product - Products having less usage of resources and are safe for use
b) Eco-positive Operation - Reduce adverse impact on environment during Manufacturingprocesses
c) Eco -positive Relationship. - Enhance corporate value during involvement ofEmployees
Even though the nature of company's operations is not energyintensive in line withthe company's commitment towards conservation of energy all departments in the companycontinue with their efforts aimed at improving energy efficiency through improvedoperational and maintenance practices. The steps taken in this direction by your companyare as given below: Making constant efforts to reduce consumption of energy light oilwater & fuel in following ways: (i)Reduction of energy consumption by turning offlights personal computers fans and other electronic equipments when not in use;(ii)Timely maintenance and up-gradation of machinery & equipments; (iii)Plantation oftrees in the factory (v).Awareness programs towards optimum utilization of naturalresources at managerial as well as employee level; (v) Timely repairs & maintenance ofwater taps in the factory.
Your company manufactures the products under the Technical collaboration Agreemententered with Sharp Corporation Japan. The technology provided by Sharp Corporation Japanis being absorbed and the company continues to utilize the same.
Expenditure on Research & Development :
| ||Amount Rs. Lacs |
|Capital ||- |
|Recurring ||37.90 |
|Total ||37.90 |
|Total R&D Expenditure as a percentage of total sales turnover ||1.48% |
|Foreign Exchange Earnings and Out go: |
|Amount Rs. Lacs |
|Foreign Exchange outgo ||45.16 |
|Foreign Exchange earning ||2483.91 |
20. RISK MANAGEMENT POLICY:
The Company has in place a Risk Management Policy pursuant to section 134 of theCompanies Act 2013. Your company believes that managing and mitigating the risk maximizesthe returns. The company has setup a Risk Management Committee duly approved by the Boardof Directors. Risk management comprises of all the organizational rules and actions forearly identification of risks in the course of doing business and the management of suchrisks.The Committee identifies all strategic operational & financial risks byanalyzing and assessing the operations of the company. The company has laid downprocedures for the risk reporting. The details of risks identified along with measuresadopted to control the risks is placed before the Board & Audit Committee quarterlyfor their evaluation & suggestions.
21. CORPORATE SOCIAL RESPONSIBILITY POLICY: This policy is not applicable to theCompany at present.
22. MANNER OF ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEESAND OF DIRECTORS:
As per the policy and criteria laid down by the Nomination & RemunerationCommittee provisions of the Companies Act 2013 & SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015the performance evaluation of the independentdirectors was carried out by the entire board excluding the Director being evaluated andthe performance of the nonindependent directors was carried out by the independentdirectors who also reviewed the performance of the Board as a whole. The Board'sfunctioning was evaluated on various aspects including structure of the Board andqualifications experience of the directors being evaluated.
23. THE DETAILS OF DIRECTORS KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR:
Mr. Tomio Isogai has resigned as the Managing Director as well as the Director of thecompany with effect from 14th September 2016.The Board places on record its sincereappreciation for valuable contribution made by Mr. Tomio Isogai during his tenure as aManaging Director & Director of the Company.
Mr. Masahiko Nakagawasai resigned as the Chief Financial Officer of the Company witheffect from 28th September 2016. The Board places on record its sincere appreciation forvaluable contribution made by Mr. Masahiko Nakagawasai during his tenure as the ChiefFinancial Officer of the Company.
Mr. Masahiko Nakagawasai has been appointed as the Managing Director of the Companyw.e.f 29th September 2016 for a period of three years. Members approval is required forthe appointment of Mr. Masahiko Nakagawasai as the Managing Director of the Company forthe aforesaid period. His appointment has been made under schedule- V of the CompaniesAct 2013 and the rules made thereunder.
Mr. Sunil K. Sane has been appointed as the Chief Financial Officer of the Companyw.e.f 8th February 2017.
None of the directors of the company retire by rotation in the ensuing annual generalmeeting of the company.
24. THE NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIESJOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR:
There are no companies which have become/ceased to be subsidiaries joint ventures andassociate companies during the year.
Your Company has not accepted any Fixed Deposits during the year under review.
26. SIGNIFICANT AND MATERIAL ORDERS :
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
27. INTERNAL FINANCIAL CONTROLS :
The Company has appropriate and adequate internal financial control systems in placeconsidering the nature and size of the business These are regularly tested by Internaland statutory Auditors of the company. The Internal Audit observations & thecorrective/ follow-up actions are reported to the Audit Committee.
28: INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO SECTION 197(12) OF THECOMPANIES ACT 2013 AND RULE NO. 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL ) RULES 2014 :
The relevant information required to be given under section 197(12) of the CompaniesAct 2013 and Rule no. 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014 is annexed at 'Annexure - D' to this Report.
29. COMPOSITION OF THE AUDIT COMMITTEE ETC.:
Composition of the Audit Committee and other relevant information has been given in thesection ' Corporate Governance'.
30. VIGIL MECHANISM /WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal vigil mechanism tothe directors and employees to report concerns about unethical behavior actual orsuspected fraud. The Policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee to report the concerns.. During the year under review your companyhas not received any complaints under the said mechanism. This policy has been posted onthe website of the company- www.sharpindialimited.com
31. FAMILIARIAZATION PROGRAM OF INDEPENDENT DIRECTORS:
Familiarization programs are conducted for the independent directors of the company tomake them familiar with the companies policies operations business models etc. and thedetails about the same are available on the website of theCompany-www.sharpindialimited.com
32. POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
Company has zero tolerance for sexual harassment at the workplace and in terms of theprovisions of the Sexual Harassment of Woman at Workplace (Prevention Prohibition andRedressal) Act 2013 the Company has formulated a policy to prevent sexual harassment ofwomen at the workplace. The policy aims to provide protection to the women employees atthe workplace and prevent and redress the complaints of sexual harassment at theworkplace. During the year under review your company has not received any complaints ofsexual harassment of women at the workplace and there were no cases filed pursuant to theSexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013.
33. ACKNOWLEDGEMENTS :
Your Directors express their gratitude for the valued and timely support and guidancereceived from Sharp Corporation Japan and also wish to place on record their appreciationfor the cooperation extended by the Bankers Financial Institutions and its valuedinvestors. The Board also acknowledges the untiring efforts and contribution made by thecompany's employees.
For and on behalf of the Board of Directors
|Date: 9th August 2017 ||Masahiko Nakagawasai ||Bhumika Batra |
|Place : Pune ||Managing Director ||Director |
| ||DIN : 05274985 ||DIN : 03502004 |