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Sharad Fibres & Yarn Processors Ltd.

BSE: 514402 Sector: Industrials
NSE: N.A. ISIN Code: INE638N01012
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NSE 05:30 | 01 Jan Sharad Fibres & Yarn Processors Ltd
OPEN 12.12
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VOLUME 300
52-Week high 15.75
52-Week low 6.55
P/E 0.35
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.12
CLOSE 12.12
VOLUME 300
52-Week high 15.75
52-Week low 6.55
P/E 0.35
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sharad Fibres & Yarn Processors Ltd. (SHARADFIBRES) - Director Report

Company director report

To

The Shareholders

Your Directors have pleasure in presenting the Thirty Third (33rd) Annual Reporttogether with the Audited Financial Statements of the Company for the financial year endedMarch 31 2020.

FINANCIAL HIGHLIGHTS:

(Amount in Rs. except EPS)

Particulars As on March 31 2020 As on March 31 2019
Revenue from Operations 20292250 56206473
Other Income 142413 63724
Total Revenue 20434663 562 70197
Total Expenses 29997273 5 7953 752
Profit / (Loss) before tax (9562610) (1683555)
Tax Expense:
Current tax expense for current Year -- --
Deferred tax -- --
Tax expense for Earlier Years -- --
Profit / (Loss) after tax (9562610) (1683555)
Earning per Equity Share
Basic (2.19) (0.39)
Diluted (2.19) (0.39)

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

Your Company earned a Total Income of Rs. 20434663/ - as compared toRs.56270197/- in the previous Year. The total expenditure incurred during the Yearunder review was Rs. 29997273/- as compared to Rs.57953752/ - in the previous Year.The Net Loss was Rs. 9562610/- as against Rs. 1683555/- in the previous Year.

Your Company is taking active efforts towards accelerating the growth rate and isoptimistic about better performance in future.

AUCTION/BIDDING FOR SALE OF ASSETS OF THE COMPANY:

During the year under review the auction/bidding process of the Company forsell/transfer/dispose of individually and /or collectively land Building Plant &Machinery & such other assets (hereinafter referred to as the ASSETS) situated at PlotNo. 110/111 Govt. Industrial Estate Masat Silvassa-396230 Dadara Nagar Havelicompleted on September 28 2019.

Further the bid of Dalmia Polypro Industries Private Limited was accepted by theCompany and received Rs.13150000/- (One Crore Thirty-One Lakhs Fifty Thousand Only) asan Capital Advance towards the acquisition of assets.

IMPACT ON BUSINESS OPERATIONS OF YOUR COMPANY ON ACCOUNT OF COVID-19 PANDEMIC:

In the last month of Financial Year 2019-20 the COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lock-downs of all economic activity.For the Company the focus immediately shifted to ensuring the health and well-being ofall employees. In view of the announcement made by State/Central Government from time totime operations at the factory suspended temporary with immediate effect.

Further considering the relaxation given by the Government operations at factorysituated at Dadra & Nagar Haveli was started with the capacity of 40% to 50%. Thesuspension of operations at the factory has impacted the performance but the Company isof the view that it will be able to recover the same in balance three quarters iflockdown is not further extended. Demand for the Company's product is expected to bestable and there is no non fulfillment of any commitment by any of the party which willhave a significant impact on the performance of the Company.

To safeguard interest of the public at large from this epidemic the Indian Governmentincluding various State Governments and Municipal Authorities have issued various advisorydirectives including restrictions on movement of public and other means of transport. Inaccordance with the directives of the Government and in order to ensure health andwell-being of all employees Work from Home policy was brought in place for your Company'semployees.

DIVIDEND:

During the year under review your Company has reported a net loss. Hence the Boarddoes not propose any dividend for the year ended March 31 2020.

TRANSFER TO RESERVES:

During the financial year the Company has not transferred any amount to GeneralReserves.

PUBLIC DEPOSITS.:

Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014.

CAPITAL STRUCTURE OF THE COMPANY:

Authorized Share Capital:

The Authorized Share Capital of the Company as on March 31 2020 was Rs.80000000/-(Rupees Eight Crores Only) divided into 8000000 (Eighty Lakhs) equity shares of Rs. 10/- each.

Issued Subscribed & Paid-up share Capital:

The Paid-up Equity Share Capital as on March 31 2020 was Rs. 43664000/ - (RupeesFour Crore Thirty-Six Lakh Sixty-Four Thousand Only) divided into 4366400 (Forty- ThreeLakhs Sixty-Six Thousand Four Hundred) Equity shares having face value of Rs.10/ - eachfully paid up. During the year under review the Company has not issued any shares withdifferential voting rights nor granted any stock options or sweat equity.

SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES:

The Company does not have any subsidiaries joint ventures & associate companies.CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business activities during the financial year201920.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans advances and/or guarantee provided by the Company and investmentsas per section 186 of the Companies Act 2013 which are required to be disclosed in theannual accounts of the Company are provided in Notes to the financial statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS

i) COMPOSITION:

The Board of Directors includes the Executive Non-Executive and Independent Directorsso as to ensure proper governance and management. The Board consists of Four (4) Directorscomprising of One (1) Executive Director Two (2) Non-Executive Independent Directors andOne (1) Non-Executive Woman Director as on March 31 2020.

ii) RE-APPOINTMENTS:

In accordance with the provisions of Section 152 (6) of the Companies Act 2013 and theArticles of Association of the Company Ms. Jyoti Nankani Director of the Companyretires by rotation and being eligible has offered herself for reappointment.

KEY MANAGERIAL PERSONNEL:

The Company is having the following persons as the Key Managerial Personnel.

Sr. No. Name of the person Designation
1. Mr. Ravi Dalmia Managing Director
2. Mr. Aditya Dalmia Chief Financial Officer
3. *Ms. Madhumati Rajol Company Secretary & Compliance Officer

* Ms. Madhumati Rajol resigned w.e.f. December 262019

During the Financial Year under review Ms. Madhumati Rajol Company Secretary &Compliance Officer of the Company has resigned w.e.f. December 26 2019. The Company hasappointed Ms. Namita Rathore as the Company Secretary/ Compliance Officer w.e.f. November20 2020 at the Board Meeting held on November 19 2020.

DECLARATION BY INDEPENDENT DIRECTORS:

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(1)(b) of The SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

Further pursuant to a notification dated October 22 2019 issued by the Ministry ofCorporate Affairs all directors have completed the registration with the IndependentDirectors Databank. Requisite disclosures have been received from the directors in thisregard.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 134(3)(a) and Section 92 of the Companies Act 2013 is annexed as Annexure'A' which forms an integral part of this Report and is also available on the Company'swebsite viz. https://www.sharadfibres.in

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 5 (Five) times during the Year on April 222019 May 25 2019 Aug 14 2019 Nov 08 2019 and Feb 14 2020 and the gap between twomeetings did not exceed the statutory period laid down by the Companies Act 2013 and theSecretarial Standard-1 issued by the Institute of Company Secretaries of India i.e. Onehundred twenty days. The necessary quorum was present for all the meetings.

The Attendance of the Directors of the Company at the Board meetings is as under:

Name of Director /

Board Meeting dates (2019-2020)

Category April 22 2019 May 25 2019 Aug 14 2019 Nov 08 2019 Feb 14 2020 No. of meetings entitled to attend Attended Last AGM Attended
Mr. Ravi Dalmia (Executive Director) Yes Yes Yes Yes Yes 5 5 Yes
Mr. Unnikrishnan Nair (Independent Director) Yes Yes Yes Yes Yes 5 5 Yes
Mr. Surendra Singh (Independent Director) Yes Yes Yes Yes Yes 5 5 Yes
Ms. Jyoti Nankani (Non-Executive Director) Yes Yes Yes Yes Yes 5 5 Yes

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act with respect to Directors responsibility statementit is hereby confirmed that:

i. that in the preparation of the Annual Accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any;

ii. that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the profit and loss of the Company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts on a going concern basis;

v. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF THE BOARD:

Currently the Board has 3 (three) Committees: Audit Committee Nomination &Remuneration Committee and Stakeholders Relationship Committee. The Composition of variouscommittees and compliances as per the applicable provisions of the Companies Act 2013and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 are as follows:

AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with the section 177 ofthe Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and comprises of three qualified members (i.e. 2NonExecutive Independent Directors and 1 Executive Director).

All the members have financial and accounting knowledge.

The Audit Committee acts in accordance with the terms of reference specified from timeto time by the Board.

The Committee met Five (5) times during the year on April 22 2019 May 25 2019August 14 2019 November 08 2019 and February 14 2020 and the gap between two meetingsdid not exceed one hundred twenty days. The necessary quorum was present for all themeetings.

The composition of the Audit Committee and the details of meetings attended by itsmembers are given below:

Name of the Members Category

Audit Committee Meetings Dates (2019-2020)

No. Meetings Entitled to Attend

No. of Meetings Attended

April 22 2019 May 25 2019 Aug 14 2019 Nov 08 2019 Feb 14 2020
Mr. Unnikrishnan Nair Chairperson Independent Director Yes Yes Yes Yes Yes 5 5
Mr. Surendra Bahadur Singh Independent Director Yes Yes Yes Yes Yes 5 5
Mr. Ravi Dalmia Executive Director Yes Yes Yes Yes Yes 5 5

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in accordancewith Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and Section 178 of the Companies Act 2013. The Committee comprisesThree (3) qualified members (i.e. Two (2) Independent Directors and One (1) Non-ExecutiveDirector)

The role of the committee has been defined as per section 178(3) of the Companies Act2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

The Committee met Once (1) time during the year on May 25 2019. The necessary quorumwas present at the meeting.

The composition of the Nomination and Remuneration Committee and the details ofmeetings attended by its members are given below:

Name of the Members Category NRC Meetings Date (2019-2020)
May 25 2019 No. of Meetings Entitled to Attend No. of Meetings Attended
Mr. Unnikrishnan Nair Chairperson Independent Director Yes 1 1
Mr. Surendra Bahadur Singh Independent Director Yes 1 1
Ms. Jyoti Nankani Non-Executive Director Yes 1 1

Nomination and Remuneration Policy is hosted on the website of the Company i.e.www.sharadfibres.in

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordancewith Regulation 20 of The SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and Section 178 of the Companies Act 2013.

The role and functions of the Stakeholders Relationship Committee are the effectiveredressal of grievances of shareholders debenture holders and other security holdersincluding complaints related to transfer of shares non-receipt of balance sheetnonreceipt of declared dividends. The Committee overviews the steps to be taken forfurther value addition in the quality of service to the investors.

The Company has designated the e-mail ID: iyoti@dalmiapolypro.in exclusively for thepurpose of registering complaint by investors electronically. This e-mail ID is displayedon the Company's website i.e. www.sharadfibres.in

The following table shows the nature of complaints received from the shareholdersduring the years 2019-2020.

Nature of Complaints Received Pending Disposed
1. Non receipt of Annual Report - - -
2. Non-Receipt of Share Certificates after transfer - - -
3. Non-Receipt of Demat Rejected S/ C's - - -
4. Others - - -
Total - - -

There were no complaints pending as on March 31 2020.

The Committee met Four (4) times during the year on May 25 2019 August 14 2019November 08 2019 and February 14 2020. The necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetingsattended by its members are given below

Stakeholder Relationship Committee Meetings Dates (2019-2020)

Name of the Members Category May 25 2019 Aug 14 2019 Nov 08 2019 Feb 14 2020 No. of Meetings entitled to Attend No. of Meetings Attended
Mr. Unnikrishnan Nair Chairperson Independent Director Yes Yes Yes Yes 4 4
Mr. Surendra Bahadur Singh Independent Director Yes Yes Yes Yes 4 4
Mr. Ravi Dalmia Executive Director Yes Yes Yes Yes 4 4

INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Independent Directors of the Company shall hold at least one meeting in a yearwithout the presence of Non-Independent Directors and members of the management. All theindependent Directors shall strive to be present at such meeting.

The independent Directors in their meeting shall inter alia-

(a) review the performance of non-independent Directors and the board of Directors as awhole;

(b) review the performance of the chairperson of the listed entity taking into accountthe views of executive Directors and non-executive Directors;

(c) assess the quality quantity and timeliness of flow of information between themanagement of the listed entity and the board of Directors that is necessary for the boardof Directors to effectively and reasonably perform their duties.

Independent Directors met once during the year on February 14 2020 and was attended byall Independent Directors.

None of the Non-Executive Independent Directors hold Equity Shares of the Company intheir own name.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act 2013 read with the Rules madethereunder in respect of Corporate Social Responsibility were not applicable to yourCompany for the Financial Year 2019-2020.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has implemented a system ofevaluating performance of the Board of Directors and of its Committees and individualDirectors on the basis of evaluation criteria suggested by the Nomination and RemunerationCommittee and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Accordingly the Board has carried out an evaluation of its performance after takinginto consideration various performance related aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties remuneration obligations and governance. The performance evaluation ofthe Board as a whole Chairperson and Non-Independent Directors was also carried out bythe Independent Directors in their meeting held on February 14 2020.

Similarly the performance of various committees individual Independent andNonIndependent Directors was evaluated by the entire Board of Directors (excluding theDirector being evaluated) on various parameters like engagement analysis decisionmaking communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual Directors.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions which is alsoavailable on Company's website www.sharadfibres.in. This policy deals with the review andapproval of related party transactions. The Board of Directors of the Company has approvedthe criteria for making the omnibus approval by the Audit Committee within the overallframework of the policy on related party transactions. Prior omnibus approval is obtainedfor related party transactions which are of repetitive nature and entered in the ordinarycourse of business and on an arm's length basis. All related party transactions are placedbefore the Audit Committee for review and approval.

During the year under review your Company has entered into material related partytransactions i.e. transactions exceeding ten percent of the annual consolidated turnoveras per the last audited financial statements. Particulars of contracts of arrangementswith Related Parties referred to in Sub-Section (1) of Section 188 read with Rule 8(2) ofthe (Companies Accounts) Rules 2014 read with Section 134(3)(h) are appended in Form No.AOC - 2 as Annexure 'B'.

AUDITORS:

STATUTORY AUDITOR

M/s. J.H. Bhandari & Co. Chartered Accountants Mumbai (Firm Registration No.138960W) were appointed as the Statutory Auditors of the Company at the 31st AnnualGeneral Meeting (AGM) held in 2018 until the conclusion of the 36th Annual General Meeting(AGM) to be held in 2023.

The first proviso to section 139(1) of the Companies Act 2013 has been omitted videsection 40 of the Companies (Amendment) Act 2017 notified on May 07 2018. Therefore itis not mandatory for the Company to place the matter relating to appointment of statutoryauditor for ratification by members at every Annual General Meeting. Hence the Company hasnot included the ratification of statutory auditors in the Notice of AGM.

The Report given by M/ s. J.H. Bhandari & Co. Chartered Accountants on thefinancial statements of the Company for the financial year 2019-2020 is a part of theAnnual Report. There has been no qualification reservation or adverse remark ordisclaimer in their Report.

During the year under review the Auditors had not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Board on recommendation of the Audit Committee hasre-appointed Mr. Shailesh Bane as the internal auditor of the Company for the FinancialYear 2020-2021.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/ s. GMJ & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is appendedas Annexure - 'C' which forms a part of this report.

There has been an observation in Secretarial Audit Report by the Secretarial Auditorstating that Mrs. Madhumati Rajol Company Secretary & Compliance Officer of theCompany has resigned w.e.f. December 26 2019.

Reply by the Board:

The Company has appointed Ms. Namita Rathore as the Company Secretary/ ComplianceOfficer w.e.f. November 20 2020 at the Board Meeting held on November 19 2020.

COST AUDIT AND COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rulesmade thereunder Cost Audit and maintenance of Cost records is not applicable to theCompany for the financial year 2019-2020 & 2020-2021.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. This will help indealing with ethical issues and also foster a culture of accountability and integrity. TheCode with revision made in accordance with the requirements of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 has been posted on the Company's websitewww.sharadfibres.in

All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.

PARTICULARS OF EMPLOYEES:

The disclosures relating to remuneration and other details as required under Section197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. Having regard to theprovisions of the second proviso to Section 136(1) of the Act and as advised the AnnualReport excluding the aforesaid information is being sent to the members of the Company.The said information is available for inspection by the members at the registered officeof the Company during working hours on working days up to the date of the Annual GeneralMeeting and if any member is interested in obtaining as copy thereof such member maywrite to the Company Secretary/ Compliance Officer.

Further Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 wasnot applicable to the Company during the Financial Year 2019-2020.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairperson of the Audit Committee & to the Chairpersonof the Board/ Managing Director of the Company.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company.

Based on the report of internal audit function the Company undertakes correctiveaction in their respective areas and thereby strengthens the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

RISK MANAGEMENT:

Your Company has in place a Risk Management Policy (a) to ensure that all the currentand future material risk exposures of the Company are identified assessed quantifiedappropriately mitigated minimized and managed i.e. to ensure adequate systems for riskmanagement. (b) to establish a framework for the Company's risk management process and toensure its implementation. (c) to enable compliance with appropriate regulations whereverapplicable through the adoption of best practices (d) to assure business growth withFinancial stability.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and Employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairperson of the Audit Committee.It is affirmed that no personnel of the Company has been denied access to the AuditCommittee. The Whistle Blower Policy has been posted on the website of the Company i.e.www.sharadfibres.in

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

Your Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Work Place (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. The Company affirms that during the Yearunder review no complaints were received by the Committee for redressal.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given as under:

A. CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy:

The Company is consistently doing research in the field of saving energy byimplementing new cost-effective ideas. Form for disclosure of particulars with respect ofConsumption of Energy is enclosed herewith.

Particulars Units Current Year Previous Year
a. Power & Fuel Consumption Electricity - Purchased
Unit (KWH) Units 1054656 1190416
Total Amount In Rs. 6686128 6508114
Average Rate per unit 3.85 3.30
b. Consumption per unit of production Electricity (KWH) /Ton Con/kg's 3.25 7.6

(ii) the steps taken by the company for utilising alternate sources of energy; NIL

(iii) the capital investment on energy conservation equipment's; NIL

B. TECHNOLOGY ABSORPTION: Not Applicable

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution;

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and

(iv) the expenditure incurred on Research and Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review there were no Foreign Exchange earnings / outgoings.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations.The Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation ofnatural resources at its Factory.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of theCentral Depository Services (India) Limited (CDSL) and National Securities DepositoryLimited (NSDL). As a result the investors have an option to hold the shares of the Companyin a dematerialized form with the Depositories. The Company has been allotted ISIN No.INE638N01012.

Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.

The Percentage of Shares of the Company held in Demat is 72.66% and Physical form is27.34%.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant / material orders passed by the Regulators or courts orTribunals impacting the going concern status of your Company and its operations in future.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the Financial Year of the Company to whichthe Financial Statements related i.e. March 31 2020 and the date of the report.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 compliance with the corporate governance provisions are not applicableto your Company as the Company's paid up Equity Share Capital does not exceed of Rs.10Crores and net worth does not exceed of Rs.25 Crores as on March 31 2020.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto the Company for the financial year ending March 31 2020.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the Year under review asstipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to this report.

LISTING:

The shares of the Company are listed on BSE Ltd. The Company has paid Listing fees forthe Financial Year 2019-2020.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company's shareholderscustomers suppliers bankers and distributors for the support they have given to theCompany and the confidence which they have reposed in its management and the employeesfor the commitment and dedication shown by them.

For and on behalf of the Board SHARAD FIBRES AND YARN PROCESSORS LIMITED

RAVI DALMIA JYOTI NANKANI
[DIN: 00634870] [DIN: 07145004]
MANAGING DIRECTOR DIRECTOR
Place: Mumbai
Date: November 19 2020

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