Your Directors have pleasure in presenting their Thirty Third Report together with theAudited Financial Statement of Accounts for the year ended on March 31 2018.
1. FINANCIAL RESULTS
Rs. In Lacs
| ||Year ended March 31 2018 ||Year ended March 31 2017 |
|INCOME || || |
|Sales and Services (Gross) ||164.06 ||2571.45 |
|Less : Excise Duty & Service tax ||(0.74) ||(5.39) |
|Sales and Service income (Net) ||163.32 ||2566.06 |
|Other Income ||119.29 ||36.21 |
|Total Income ||282.61 ||2602.27 |
|EXPENDITURE || || |
|Manufacturing and other expenses ||943.52 ||3647.12 |
|Depreciation ||163.79 ||170.95 |
|Financial expense ||140.82 ||153.78 |
|Total Expenses ||1248.13 ||3971.85 |
|PROFIT BEFORE TAX ||(965.52) ||(1369.58) |
|PROVISION FOR TAX ||0.00 ||0.00 |
|NET PROFIT /(LOSS) FOR THE YEAR ||(965.52) ||(1369.58) |
|PROFIT AND LOSS ACCOUNT beginning of the year ||(4467.89) ||(3098.31) |
|PROFIT AND LOSS ACCOUNT end of the year ||(5433.41) ||(4467.89) |
2. PERFORMANCE & OPERATIONS :
Gross Revenue from operations during the year under review was Rs. 282.61Lacs. The netloss of the company for the fiscal year 2017- 2018 is Rs. 965.52 Lacs. There was noproduction of LED TVs since April 2015 (Except in the month of August 2015) and of Airconditioners since June 2015 in the absence of any orders. The company is being receivingfinancial support from its holding company for its day to day operation.
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
The Company is committed to achieving and adhering to the highest standards ofCorporate governance and it constantly benchmark itself with best practices in thisregards.
A report on corporate governance for financial year 2017-18 along with a certificateissued by the Company Secretary in whole time practice confirming compliance with themandatory requirements as stipulated in chapter IV of the listing regulations forms partof this report.
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:
The Board of Directors based on the recommendations of the Audit Committee in themeeting held on 9th August 2017 has appointed M/s Price Waterhouse LLP CharteredAccountants as the Statutory Auditors of the Company for a period of five years from theconclusion of 32nd annual general meeting till the conclusion of 37th annual generalmeeting of the Company. The provision for ratification of appointment of statutoryauditors is omitted under the Companies amendment Act 2017 notified on 7th May 2018. Henceit is proposed to ratify the appointment of M/s Price Waterhouse LLP and CharteredAccountants as Statutory Auditors of Company till the conclusion of 37th Annual GeneralMeeting of the Company.
Members are requested to consider and approve the ratification of the appointment ofstatutory Auditors M/s Price Waterhouse LLP. Chartered Accountants till the conclusion of37th Annual General Meeting of the Company and authorise the Board to fix their Scope ofServices and 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 ended on 31st March 2018 uponrecommendation of the Audit Committee .M/s. Chandrashekhar S Adawadkar Cost Accountantwill submit the cost audit report along with annexure to the Central Government ( Ministryof Corporate Affairs) in the prescribed form within specified time and at the same timeforward 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 2019 upon recommendation of the Audit Committee . TheRemuneration payable to the Cost Auditors for the financial year 2018-2019 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 2017-2018
The Secretarial Audit Report given by M/s. SVD & Associates Practicing CompanySecretaries for the financial year 2017-2018 is annexed as Annexure - C.
7. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3) of the Companies Act 2013 read with Rule12 (1) of the Companies (Management and Administration) Rules 2014 as amended theextract of the Annual Return in Form MGT 9 is provided as an 'Annexure -A' to thisreport.
In terms of regulation 34 of SEBI LODR regulation 2015 the report on CorporateGovernance along with the Certificate of Compliance forms part of this report.
8. NUMBER OF MEETINGS OF THE BOARD
During the year under review Four Board Meetings were convened on 15th May 20179thAugust 201711th November 2017 and 7th February 2018 and the gap between the said meetingdid not exceed 120 days as prescribed under relevant provisions of Companies Act 2013therules made thereunder and Listing regulations relating to Corporate Governance. Thedetails of 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 March2018 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 loss 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 CRETERIA FORDETERMINING 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 of Director (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 Secretarial audit report and the Cost Audit Report for thefinancial year ended 31st March 2018 do not contain any comments qualificationsreservations adverse remarks or disclaimer.
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 2017-2018 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 2018. A statementgiving details of all related party transactions entered pursuant to the approval sogranted is placed before the Audit Committee for their review on quarterly basis. Thepolicy on related party transactions as approved by the Board of Directors has beendisplayed on the website of the Company: www.sharpindialimited.com.
During the period under review no material transactions were entered with the relatedparties There were no material individual transactions with related parties accordinglyAOC-2 is not applicable to Company.
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 THEN 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. The 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 foruse
b) Eco-positive Operation - Reduce adverse impact on environment duringManufacturing processes
c) Eco-positive Relationship. - Enhance corporate value during involvement ofEmployees
Even though the nature of company's operations is not energy-intensive 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 upgradation 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 ||34.21 |
|Total ||34.21 |
|Total R&D Expenditure as a percentage || |
|of total sales turnover ||20.85% |
|Foreign Exchange Earnings and Out ||go: |
| ||Amount Rs. Lacs |
|Foreign Exchange outgo ||25.50 |
|Foreign Exchange earning ||96.78 |
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 non-independent 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:
Directors Appointed and Resigned:
Mr. Kozunori Ajikawa had resigned as Director of Company with effect from 14th July2017. The Board places on record its sincere appreciation for valuable contribution duringhis tenure as Director.
Mr. Seiji Hayakawa was appointed as Additional Director of the Company with effect from11th November 2017 and shall hold the office as Director till ensuing Annual GeneralMeeting. A notice proposing the candidature for appointment as Director of Company undersection 160 of the Companies Act 2013 has been received from a member of Company. MrSeiji Hayakawa is proposed to be appointed as non - executive Director of Company.
Appointment and Resignation of Key Managerial Person:
During the period Mr. Mayuresh Vaze has resigned as Company secretary of the Companywith effect from 30th September 2017. The Board places on record its appreciation for hisservice and assistance. Mr. Chandranil Belvalkar was appointed as Company Secretary witheffect from 23rd October 2017. He is the member of institute of Company Secretaries ofIndia and has eight years of service experience in Companies.
Director proposed to be re-appointed at the ensuing Annual General Meeting:
In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mr. Masahiko Nakagawasai retire by rotation as Director of theCompany and being eligible he has offered himself for re-appointment.
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. SECRETARIAL STANDARDS
The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from 1st October 2017. The Company is in compliance with the revisedsecretarial standards."
27. 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.
28. 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.
29. 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) Rules 2014 is annexed at 'Annexure - D' to this Report.
30. COMPOSITION OF THE AUDIT COMMITTEE ETC.:
Composition of the Audit Committee and other relevant information has been given in thesection 'Corporate Governance'.
31. 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
32. 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
33. 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.
34. 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: 8th August 2018 ||Masahiko Nakagawasai ||Bhumika Batra |
|Place : Pune ||Managing Director ||Director |
| ||DIN : 05274985 ||DIN : 03502004 |