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Sharanam Infraproject & Trading Ltd.

BSE: 539584 Sector: Infrastructure
NSE: N.A. ISIN Code: INE104S01022
BSE 12:42 | 30 Jun 1.31 -0.02
(-1.50%)
OPEN

1.32

HIGH

1.36

LOW

1.27

NSE 05:30 | 01 Jan Sharanam Infraproject & Trading Ltd
OPEN 1.32
PREVIOUS CLOSE 1.33
VOLUME 111366
52-Week high 2.18
52-Week low 0.54
P/E
Mkt Cap.(Rs cr) 7
Buy Price 1.29
Buy Qty 5902.00
Sell Price 1.31
Sell Qty 342.00
OPEN 1.32
CLOSE 1.33
VOLUME 111366
52-Week high 2.18
52-Week low 0.54
P/E
Mkt Cap.(Rs cr) 7
Buy Price 1.29
Buy Qty 5902.00
Sell Price 1.31
Sell Qty 342.00

Sharanam Infraproject & Trading Ltd. (SHARANAMINFRA) - Director Report

Company director report

To

The Members

SHARANAM INFRAPROJECT AND TRADING LIMITED

Your Directors have pleasure in presenting Annual Report of the Company together withAudited Statements Accounts for the financial year ended on 31st March 2021.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

(AMOUNT IN RS.)

Particulars Year Ended 31.03.2021 Year Ended 31.03.2020
Gross Sales/Income 4618750 -
Less Depreciation 26688 26687
Profit/(Loss) before Tax 39202 (1009053)
Taxes/Deferred Taxes 9800 0
Profit/(Loss) After Taxes 29402 (1009053)
P& L Balance b/f (13199961) (12191027)
Profit/ (Loss) carried to Balance Sheet (13170559) (13199961)

2) BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR:

During the year under review the Company has Rs. 4618750/- earned in financial year2020-21. The company has earned income not earned any income in the previous year. TheCompany has made profit of Rs. 29402/- as compared to loss of Rs. 1009053/- of previousyear. Efforts are being made to improve the performance of the Company. The Company isoperating in single division. Hence division wise working details are not required to begiven.

3) CHANGE IN THE NATURE OF BUSINESS:

There is no change in nature of business of the Company.

4) DIVIDEND:

Since the Company has not earned adequate profit the directors are unable to recommendany dividend during the year under review.

5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The company does not have any amount which required to be transferred to the InvestorEducation and Protection Fund (IEPF).

6) RESERVES:

The Board of Directors of the company has not proposed any amount to carry to anyreserves.

7) CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital as on March 31 2021 was Rs. 50001000.

A) Issue of equity shares with differential rights:

During the year under review the Company has not issued any shares with differentialvoting rights.

B) Issue of sweat equity shares:

During the year under review the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees. Hence the details under rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.

8) FINANCE:

The Company has not borrowed loan from any Bank or Financial institution during theyear under review.

9) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimedsuspense account. Hence Disclosures with respect to demat suspense account/ unclaimedsuspense account are not required to mention here.

10) DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THE YEAR:

In Financial Year 2020-21 No changes made in position of Directors and Key ManagerialPersonnel of Company.

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

Mr. Kunal Gurnani Company Secretary cum Compliance officer

11) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The meetings of the Board of Directors are held at periodical intervals and aregenerally at the registered office of the Company Ahmedabad. The meeting dates aredecided well in advance and the agenda and notes on agenda are circulated in advance tothe directors. All material information is incorporated in the notes on agenda forfacilitating meaningful and focused discussion at the meeting. Where it is not perusableto attach supporting or relevant documents to the agendas the same is tabled before themeeting. In case of business exigencies or urgency of matters resolutions are passed bycirculation. Senior Management persons are often invited to attend the Board Meetings andprovide clarifications as and when required.

During the year 2020-21 04 (Four) Board Meetings were duly held and convened at belowmentioned dates.

15/07/2020* 26/08/2020 30/10/2020 08/02/2021

*In view of resurgence of Covid-19 Ministry of Corporate Affairs has extended Timegap for conducting board meetings relaxed to 180 days from present 120 days for the firsttwo quarters of FY 2020-2021.

The Board of Directors of the Company was present at the following Board Meeting heldduring the year under review:

Name of Director Board Meeting Held Meetings attended Attendance at last AGM
Mr. Kailash Patel 4 4 Yes
Mr. Dipakkumar Shah 4 4 Yes
Mr. Jitendrasinh Parmar 4 4 Yes

12) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration Committees.

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

13) PARTICULARS OF EMPLOYEES& EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedas "Annexure-A" to the Board's report.

None of the employees of the Company drew remuneration of Rs.10200000/- or more perannum and Rs.850000/- or more per month during the year. No employee was in receipt ofremuneration during the year or part thereof which in the aggregate at a rate which isin excess of the remuneration drawn by the managing director or whole-time director ormanager and holds by himself or along with his spouse and dependent children not lessthan two percent of the equity shares of the company. Hence no information is required tobe furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

14) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:

The Company does not have any Subsidiaries Associate and Joint Venture Companies.Hence details for the same are not required to mention here

15) CHANGE OF NAME:

The Company has not changed its name during the year under review.

16) STATUTORY AUDITORS:

In Financial Year 2021 Sanket Shah Chartered Accountant Ahmedabad has been appointedas Statutory Auditor of the company who shall hold the office until the Annual GeneralMeeting which will be held in the year 2025.

17) COST AUDITORS:

The Cost audit of the Company has not been conducted for the financial year 2020-2021as provisions of Section 148 of the Companies Act 2013 are not applicable on the Company.

18) SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Rupali Modi to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed herewith as

" Annexure-B".

Reply to the qualification Remarks in Secretarial Audit Report:

1. The Company is in process of appointment of suitable director to comply with theprovision of Section 177 and 178 of the Companies Act 2013 w.r.t. the composition of thecommittees.

2. The Company is in process of appointment of suitable person for the post ofChief Financial Officer of the Company and to comply with the requirement of provision ofSection 203 of the Companies Act 2013.

19) RESPONSE TO AUDITORS' REMARKS:

There were no qualifications reservations or adverse remarks made by Auditors in theirrespective reports. Observation made by the Statutory Auditors in their Report are selfexplanatory and therefore do not call for any further comments under section 134(3)(f) ofthe Companies Act 2013.

20) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self certification by all the process owners to ensure thatinternal controls over all the key business processes are operative. The scope andauthority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

21) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company comprises 3 Members aswell as those in section 177(2) of the Companies Act 2013 and include the reviewing ofquarterly half-yearly and annual financial statements before submission to the Boardensure compliance of internal control systems and internal audit timely payment ofstatutory dues and other matters.

During the year Mr. Dipakkumar Shah is a chairman of the committee and Mr. KailashPatel and Mr. Jitendrasinh Parmar are members of the committee. During the year underreview 4 meetings of the committee were held 15/07/2020 26/08/2020 30/10/202008/02/2021. The composition of committee and attendance at its meetings is given below:

Sr. No. Name Position Category Number of meeting Attend
1 Mr. Dipakkumar Shah Chairman Non-Executive Independent Director 4
2 Mr. Kailash Patel Member Executive Director 4
3 Mr. Jitendrasinh Parmar Member Executive Director 4

The Board accepted the recommendations of the Audit Committee whenever made by theCommittee during the year.

22) VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The web link of Vigil Mechanism Policy on the website of the Company ishttps://www.sharanaminfra.co.in/policies.php.

23) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & RemunerationCommittee of Directors mainly for the purposes of recommending the Company's policy onRemuneration Package for the Managing/Executive Directors reviewing the structure designand implementation of remuneration policy in respect of key management personnel.

The Nomination & Remuneration Committee consisted of 3 Directors. During the yearMr. Dipakkumar Shah is a chairman of the committee and Kailash Patel and Mr. JitendrasinhParmar are members of the committee. During the year under review 3 meetings of thecommittee were held on 15/07/2020 30/10/2020 and 08/02/2021. The name of membersChairman and their attendance at the Remuneration Committee Meeting are as under Committeeof Board:

Sr. No. Name Position Category Number of meeting Attend
1 Mr. Dipakkumar Shah Chairman Non-Executive Independent Director 3
2 Mrs. Kailash Patel Member Executive Director 3
3 Mr. Jitendrasinh Parmar Member Executive Director 3

24) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 3 Directors. During the year underreview 4 meetings of the committee were held. The name of members Chairman and theirattendance at the Stakeholders Relationship Committee are as under Committee of Board:

Sr. No. Name Position Category Number of meeting Attend
1 Mr. Dipakkumar Shah Chairman Non-Executive Independent Director 4
2 Mrs. Kailash Patel Member Executive Director 4
3 Mr. Jitendrasinh Parmar Member Executive Director 4

The status of shareholders' complaints received so far/number are solved to thesatisfaction of shareholders:-

Complaints Status: 01.04.2020 to 31.03.2021
Number of complaints received so far 0
Number of complaints solved 0
Number of pending complaints 0

Compliance Officer:

Mr. Kunal Gurnani Company Secretary of the Company is Compliance Officer of thecompany for the purpose of complying with various provisions of Securities and ExchangeBoard of India (SEBI) Listing Agreement with Stock Exchanges Registrar of Companies andfor monitoring the share transfer process etc. a) Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approvedby share transfer committee. Share Transfer requests received in physical form areregistered within 30 days and demat requests are confirmed within 15 days.

b) Dematerialization of shares and liquidity:

Details of Registrar and Share Transfer agent of the Company for dematerialization ofshares:

Address : 201 Shatdal Complex 2nd Floor Ashram Road Ahmedabad-380009
Tel : 079-26582878
Fax : 079-25681296
Email : mcsstaahmd@gmail.com

25) EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as "Annexure-C".

26) MATERIAL CHANGES AND COMMITMENTS 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:

There is no any Material changes occurred subsequent to the close of the financial yearof the Company to which the balance sheet relates and the date of the report.

27) 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 is no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future during theyear under review.

28) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has adequate and proper Internal financial controls with reference to theFinancial Statements during the year under review.

29) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has entered into contracts or arrangements with related parties during theyear under review and form AOC-2 is attached herewith and Marked as "Annexure D".

30) DEPOSITS:

Your Company has not accepted / renewed any deposits from the public/share holdersduring the year under review.

31) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not made any Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 during the review of the company.

32) CORPORATE GOVERNANCE:

The paid up share capital and net worth is below the prescribed limit for mandatoryapplicability of Corporate Governance Report so the Company has decided not to opt for thetime being.

33) MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2021 and annexed as "Annexure-E".

34) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31st March2021. This is also being supported by the report of the auditors of the Company as nofraud has been reported in their audit report for the financial year ended 31st March2021.

35) OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.

36) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 During the year under review it is NIL.

37) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

The provision of Section 135 of the Company Act 2013 are not applicable since thecompany does not fall under Category of Rule 9 of the Corporate Responsibility Rules 2014.

38) DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that

a) in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

b) 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;

c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

39) SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and General Meetings' respectively havebeen duly followed by the Company.

40) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2020-2021 toBSE where the Company's Shares are listed.

41) PREVENTION OF INSIDER TRADING:

In January 2015 SEBI notified the SEBI (Prohibition of Insider Trading) Regulation2015 which came into effect from May 2015. Pursuant thereto the Company has formulatedand adopted a new code for Prevention of Insider Trading.

The New Code viz. "Code of Internal Procedures and Conduct for regulatingMonitoring and reporting of Trading by Insiders" and "Code of Practices andProcedures for fair Disclosure of Unpublished price Sensitive Information" has beenframed and adopted. The Code requires pre-clearance for dealing in the Company's sharesand prohibits purchase or sale of Company shares by the Directors and designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. The Company is Responsible forimplementation of the Code.

42) ACKNOWLEDGEMENTS:

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For & on behalf of the Board of Director
Sharanam Infraproject and Trading Limited
Date: 13/08/2021
Place: Ahmedabad SD/- SD/-
Kailash Patel Dipakkumar Shah
Managing Director Director
DIN: 08016654 DIN: 08234203

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