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Sharp India Ltd.

BSE: 523449 Sector: Consumer
NSE: KALYANISHP ISIN Code: INE207B01011
BSE 00:00 | 29 Oct 21.00 -1.05
(-4.76%)
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NSE 05:30 | 01 Jan Sharp India Ltd
OPEN 22.05
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VOLUME 3641
52-Week high 44.10
52-Week low 8.56
P/E
Mkt Cap.(Rs cr) 54
Buy Price 20.95
Buy Qty 25.00
Sell Price 21.00
Sell Qty 100.00
OPEN 22.05
CLOSE 22.05
VOLUME 3641
52-Week high 44.10
52-Week low 8.56
P/E
Mkt Cap.(Rs cr) 54
Buy Price 20.95
Buy Qty 25.00
Sell Price 21.00
Sell Qty 100.00

Sharp India Ltd. (KALYANISHP) - Director Report

Company director report

SHARP INDIA LIMITED

To

The Members

Your Directors have pleasure in presenting their Thirty Fifth Report together with theAudited Financial Statement of Accounts for the year ended on March 31 2020.

1. FINANCIAL RESULTS Rs. In Lacs
Year ended March 31 2020 Year ended March 31 2019
INCOME
Revenue from operations 2.15 35.94
Other Income 57.43 15.42
Total Income 59.58 51.36
EXPENDITURE
Manufacturing and other expenses 912.98 919.22
Depreciation 153.01 159.98
Financial expenses 391.80 208.99
Total Expenses 1457.79 1288.19
PROFIT/(LOSS) BEFORE TAX (1398.21) (1236.83)
PROVISION FOR TAX 0.00 0.00
NET PROFIT/(LOSS) FOR THE YEAR (1398.21) (1236.83)
PROFIT AND LOSS ACCOUNT (6650.24) (5413.41)
beginning of the year
PROFIT AND LOSS ACCOUNT (8048.45) (6650.24)
end of the year

2. PERFROMANCE & OPERATIONS:

Gross Revenue from operations during the year under review was Rs. 59.58 Lacs. The netloss of the company for the fiscal year 2019-2020 is Rs. 1398.21 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. During the period under reviewthere was no change in the nature of business carried on by Company.

GLOBAL HEALTH PANDEMIC FROM CORONAVIRUS (COVID-19)

The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID-19) on February 11 2020. To enforce social distancing and to contain thespread of disease the employees were asked to work from home since 23rd March 2020. Ouroffice is now operating at minimal staff after following safety and sanitization guidelineprescribed by government authorities.

As the Company does not have manufacturing activities during the year as such no muchsignificant impact was caused due to COVID 19. However considering the uncertainties onits future impact on global economy the impact on the subsequent events in terms ofaction for revival of Company is dependent on the circumstances as they evolve.

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 2019-20 along with acertificate issued by the Company Secretary in whole time practice confirming compliancewith the mandatory requirements as stipulated in chapter IV of the listing regulationsforms part of this report.

4. INDUSTRIAL RELATIONS:

Industrial Relations have been and continue to be harmonious and cordial

5. AUDITORS: 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 Chartered AccountantsLLP 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.Accordingly no resolution is being proposed for ratification of appointment of StatutoryAuditors at the ensuing Annual General Meeting.

ii) Cost Auditors:

The Board of Directors has appointed M/s. C.S. Adawadkar

& Co Practicing Cost Accountant as the Cost Auditor for the financial year endedon 31st March 2020 upon recommendation of the Audit Committee. M/s. C.S. Adawadkar &Co Cost Accountant will submit the cost audit report along with annexure to the CentralGovernment (Ministry of Corporate Affairs) in the prescribed form within specified timeand at the same time forward a copy of such report to your company.

The Board of Directors have appointed M/s. C.S. Adawadkar & Co. Practicing CostAccountant to conduct the Cost Audit of the Company for the financial year ending on 31stMarch 2021 upon recommendation of the Audit Committee. The remuneration payable to theCost Auditors for the financial year 2020-2021 requires ratification by the members of theCompany. The same is put up before the members of the company for their consideration andapproval.

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' ofthe company for the financial year 2019-2020. The Secretarial Audit Report given by M/s.SVD & Associates Practicing Company Secretaries for the financial year 2019-2020 isannexed as

Annexure - C.

Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/ 2019 dated February 8 2019the Company has submitted the Annual Secretarial Compliance Report issued by M/s. SVD& Associates Practicing Company Secretaries with the Bombay stock exchange Ltd. whereshares of the Company are listed.

6. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) of the Companies Act 2013 read with Rule12 (1) the Companies (Management and Administration) Rules 2014 as amended the extractof the Annual Return in Form MGT 9 is provided as an ‘Annexure -A' to thisreport and is also available on the website of the company www.sharpindialimited.com

7. CORPORATE GOVERNANCE

In terms of regulation 34 of SEBI (Listing Obligations & Disclosure Requirements)Regulation 2015 the report on Corporate Governance along with the Certificate ofCompliance forms part of this report.

8. NUMBER OF MEETINGS OF THE BOARD

During the year under review Five Board Meetings were convened on 8th May 2019 6thAugust 2019 12th August 2019 13th November 2019 and 11th February 2020. The gap betweenthe said meetings did not exceed 120 days as prescribed under relevant provisions ofCompanies Act 2013 the rules made thereunder and Listing regulations relating toCorporate Governance. The details 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 March 2020the applicable accounting standards have been followed and that there are no materialdepartures;

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.

. 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.

. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR:

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' to this 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 OR ADVERSE REMARKS OR DISCLAIMER MADE (1) BY THE AUDITOR INHIS REPORT (2) BY THE COMPANY SECRETARY 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 2020 do not contain any comments qualificationsreservations adverse remarks or disclaimer.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

UNDER SECTION 186 OF THE COMPANIES ACT 2013:

The Company has not given any loans guarantees or has not made any investments duringthe financial year 2019-2020 under review.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH

RELATED PARTIES:

During the Financial year the Company has entered into 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 2020. 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 related party transaction was entered by the companywhich attract the provisions of section 188 of Companies Act 2013. There were no materialindividual transactions with related parties accordingly AOC-2 is not applicable toCompany. The related party transaction under Regulation 23 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 for thefinancial year 2020-21 are put up for approval of members.

15. THE STATE OF THE AFFAIRS OF THE COMPANY:

State of Company's affairs has been covered as a part of this report under thefinancial 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 COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: NIL

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS AND OUTGO 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 involvementof Employees

Even though the nature of company's operations is not energy–intensive in linewith the company's commitment towards conservation of energy all departments in thecompany continue 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 off lights personal computers fans andother electronic equipments when not in use;

(ii) Timely maintenance and up-gradation of machinery & equipments;

(iii) Plantation of trees in the factory

(v) Awareness programs towards optimum utilization of natural resources at managerialas well as employee level;

(v) Timely repairs & maintenance of water 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 0
Recurring 0
Total 0
Total R&D Expenditure as a percentage of total sales turnover -

Foreign Exchange Earnings and Out go:

Amount Rs. Lacs
Foreign Exchange outgo 16.21
Foreign Exchange earning 0

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 the Company at present.

22. MANNER OF ANNUAL EVALUATION OF BOARD

PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND 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 2015 the 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 HAVE RESIGNED DURING THE YEAR:

a) Change in Directors during the year:

Mr. Masahiko Nakagawasai had resigned as Director of Company with effect from 02thApril 2019. The Board places on record its sincere appreciation for valuable contributionduring his tenure as Managing Director. Mr. Naoki Hatayama was appointed as ManagingDirector of Company w.e.f 2nd April 2019. Mr. Naoki Hatayama being non- resident theapproval of Central government was obtained on 22nd October 2019 for the term of threeyear from 2nd April 2019 to 01st April 2022.

b) 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. Naoki Hatayama retire by rotation as Director of theCompany and being eligible he has offered himself for re-appointment.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees for thepurpose of attending meetings of the Board/Committee of the Company.

24. THE NAMES OF THE COMPANIES WHICH HAVE BECOME OR

CEASED TO BE ITS SUBSIDIARIES JOINT 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.

25. DEPOSITS:

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. REPORTING OF FRAUDS BY AUDITORS

During the reporting year neither the statutory auditors nor the secretarial auditorhas reported to the audit committee under Section 143 (12) of the Companies Act 2013any instances of fraud committed against the Company by its officers or employees thedetails of which would need to be mentioned in the Board's report.

29. 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.

30. INFORMATION FORMING PART OF THE DIRECTORS REPORT

PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 AND RULE NO. 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL 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.

31. COMPOSITION OF THE COMMITTEE MEETINGS:

Composition of the Audit Committee and other relevant information has been given in thesection ‘Corporate Governance'.

The compositions and other relevant information of Nomination

& Remuneration Committee and Stake holders' relationship Committee has been givenin the section Corporate Governance.

32. 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

33. FAMILIARIAZATION PROGRAM OF INDEPENDENT

DIRECTORS:

Familiarization programs are conducted for the independent directors of the company tomake them familiar with the company's policies operations business models etc. and thedetails about the same are available on the website of theCompany-www.sharpindialimited.com.

34. POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT

THE WORKPLACE (PREVENTION PROHIBITION 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. Internal compliant committee has been setup for redressal of complaintsreceived regarding sexual harassment. All employees are covered under the policy.Disclosure of cases/status during the year under review Sexual Harassment of Woman atWorkplace (Prevention Prohibition and Redressal) Act 2013.

a. Number of complaints filed during the financial year : Nil

b. Number of Complaints deposed of during financial year: Nil

c. Number of Complaints pending as on end of the financial year: Nil.

35. 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 co-operation 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

Naoki Hatayama Bhumika Batra
Managing Director Director
DIN : 08390564 DIN : 03502004

Date: August 11 2020

Place : Pune

FORM NO. MGT- 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L36759MH1985PLC036759
2. Registration Date 5th July 1985
3. Name of the Company Sharp India Limited
4. Category/Sub-category of the Company Public Company Limited by Shares
5. Address of the Registered office & contact details Gat No.686/4 Koregoan Bhima
Taluka: Shirur Dist: Pune - 412 216
Tel No. 91-02137-252417
Fax No. 91-02137-252453
6. Whether listed company YES
7. Name Address & contact details of the Registrar Link Intime India Private Limited
& Transfer Agent if any. 202 2nd Floor Akshay Complex Off. Dhole Patil Road
Near Ganesh Mandir Pune - 411 001
Phone No.91-020 -26161629
Fax No.91-020 - 26163503

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 – –*

* There was no production during the period due to absence of any order.

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -

SR.No. Name & Address of the Company CIN/GLN Holding /Subsidiary Associate Company Percentage of Shares Held Applicable section
1. Sharp Corporation NA Holding Company 75.00% 2(46)
1 Takumi -Cho Sakai-ku Sakai- City
Osaka 590-8522 Japan.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year [As on 1st April 2019] No. of Shares held at the end of the year [As on 31-March-2020]
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoters
(1) Indian 0 0 0 0.00 0 0 0 0 0.00
a) Individual/ HUF 0 0 0 0.00 0 0 0 0 0.00
b) Central Govt 0 0 0 0.00 0 0 0 0 0.00
c) State Govt(s) 0 0 0 0.00 0 0 0 0 0.00
d) Bodies Corp. 0 0 0 0.00 0 0 0 0 0.00
e) Banks / FI 0 0 0 0.00 0 0 0 0 0.00
f) Any other 0 0 0 0.00 0 0 0 0 0.00
Sub -total (A1) 0 0 0 0.00 0 0 0 0 0.00
(2) Foreign
a) NRI- Individuals 0 0 0 0.00 0 0 0 0 0.00
b) Others- Individuals 0 0 0 0.00 0 0 0 0 0.00
c) Bodies Corporate 19458000 0 19458000 75.00 19458000 0 19458000 75.00 0.00
d) Banks/ Financial Institutions 0 0 0 0.00 0 0 0 0 0.00
e) Any others 0 0 0 0.00 0 0 0 0 0.00
Sub- Total (A2) 19458000 0 19458000 75.00 19458000 0 19458000 75.00 0.00
Total Shareholding of
Promoters A= (A1) + (A2) 19458000 0 19458000 75.00 19458000 0 19458000 75.00 0.00
B. Public Shareholding 0 0 0 0.00 0 0 0 0 0.00
1. Institutions 0 0 0 0.00 0 0 0 0 0.00
a) Mutual Funds 0 1700 1700 0.0066 0 1700 1700 0.0066 0.00
b) Venture Capital Funds 0 0 0 0.00 0 0 0 0 0.00
c) Alternate Investment funds 0 0 0 0.00 0 0 0 0 0.00
d) Foreign Venture capital
Investors 0 0 0 0.00 0 0 0 0 0.00
e) Foreign Portfolio Investor 0 1200 1200 0.0046 0 1200 1200 0.0046 0.00
f) Financial Institution/Banks 2773 0 2773 0.0107 0 0 0 0 -0.0107
g) Insurance Companies 0 0 0 0.00 0 0 0 0 0.00
h) Provident Funds/ pension
funds 0 0 0 0.00 0 0 0 0 0.00
i) Others (specify) 0 0 0 0.00 0 0 0 0 0.00
Sub-total (B1):- 2773 2900 5673 0.0219 0 2900 2900 0.0112 -0.0107
2. Non-Institutions
a) Bodies Corp.
i) Indian 218285 11480 229765 0.8856 367849 10480 378329 1.4583 0.5727
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 2524928 791852 3316780 12.7844 2504220 773952 3278172 12.6356 -0.1488
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 2480083 0 2480083 9.5594 2412749 0 2412749 9.2998 -0.2596
c) Others (specify)
Non Resident Indians
(Repat) 78212 100 78312 0.3019 78358 100 78458 0.3024 0.0005
Non Resident Indians
(Non- Repat) 40003 0 40003 0.1542 38723 0 38723 0.1493 -0.0049
Clearing Members 65391 0 65391 0.2520 2192 0 2192 0.0084 -0.2436
Hindu Undivided family 269593 400 269993 1.0407 294077 400 294477 1.1350 0.0943
Sub-total (B2):- 5676495 803832 6480327 24.9781 5698168 784932 6483100 24.9888 0.0107
Total Public Shareholding
(B)=(B1)+ (B2) 5679268 806732 6486000 25.0000 5698168 787832 6486000 25.0000 0.00
C. Shares held by Custodian
for GDRs & ADRs 0 0 0 0.00 0 0 0 00.00 00.00
Grand Total (A+B+C) 25137268 806732 25944000 100.00 25156168 787832 25944000 100.00 0.00

ii) Shareholding of Promoter -

SN Shareholder's

Shareholding at the beginning of the year

Shareholding at the end of the year

Name No. of Shares (01.04.2019) % of total Shares of the company % of Shares Pledged/ encumbered to total shares No. of Shares (31.03.2020) % of total Shares of the company % of Shares Pledged / encumbered to total shares % change in share- holding during the year
1 Sharp Corporation 19458000 75.00 0.00 19458000 75.00 0.00 0.00
Japan

iii) Change in Promoters' Shareholding (please specify if there is no change)

SN Particulars Shareholding at the beginning of the year (01.04.2019)

Cumulative Shareholding during the Year (31.03.2020)

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 At the beginning of the year 19458000 75.00 19458000 75.00
2 Date wise Increase / Decrease in Promoters
Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): 0 0.00 0 0.00
3 At the end of the year 19458000 75.00 19458000 75.00

iv) Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs):

SN For Each of the Top 10 Shareholders

Shareholding at the beginning of the year (01-04-2019)

Increase/ (Decrease) in the shareholding during the year

Shareholding at the end of the year (31-03-2020)

No. of shares % of total shares of the company No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Manu Gopaldas Chhabria 282225 1.09 1700 0.00 283925 1.09
2 Hitesh Ramji Javeri 182570 0.70 0 0.00 182570 0.70
3 M Shikar 246671 0.95 (89574) 0.35 157097 0.60
4 Mitesh C Gandhi 101500 0.39 46524 0.18 148024 0.57
5 Somani Stock Broking Pvt. Ltd 0 0.00 135000 0.52 135000 0.52
6 Mayur Shah 120156 0.46 3844 0.02 124000 0.48
7 Shankar K. Chatterjee 51125 0.20 53550 0.20 104675 0.40
8. Hridaan Chopraa 103133 0.40 0 0.00 103133 0.40
9. Kamal Gadalay 82126 0.32 0 0.00 82126 0.32
10. Harsha H. Javeri 76427 0.29 0 0.00 76427 0.29
11. Ami Hitesh Javeri 66892 0.26 0 0.00 66892 0.26
12. Sarita Himatsingka 135038 0.52 (135038) (0.52) 0 0.00

v) Shareholding of Directors and Key Managerial Personnel:

SN Names of Directors & Key managerial Personnel

Shareholding at the beginning of the year (01.04.2019)

Increase/ (Decrease) in the shareholding during the year

Shareholding at the end of the year (31.03.2020)

No. of shares % of total shares of the company No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Mr. Naoki Hatayama- Managing Director 0 00.00 0 0.00 0 00.00
2 Mr. Seiji Hayakawa - Director 0 00.00 0 0.00 0 00.00
3 Mr. Prashant Asher- Independent Director
4 Ms. Bhumika Batra - Independent Director 0 00.00 0 0.00 0 00.00
5 Mr. Sunil K. Sane- Chief Financial Officer 10 00.00 0 0.00 10 00.00
6 Mr. Chandranil Belvalkar-
Company Secretary 0 00.00 0 0.00 0 00.00

VI) INDEBTEDNESS - Indebtedness of the Company including interestoutstanding/accrued but not due for payment.

Secured Loans excluding deposits (Rs. In Lacs) Unsecured Loans (Rs. In Lacs) Deposits (Rs. In Lacs) Total Indebtedness (Rs. In Lacs)
Indebtedness at the beginning of the financial year (01-04-2019)
i) Principal Amount 0 2854.11 0 2854.11
ii) Interest due but not paid 0 4.85 0 4.85
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 2858.96 0 2858.96
Change in Indebtedness during the financial year
* Addition 0 1670.00 0 1670.00
* Reduction 0 300.00 0 300.00
Net Change 0 1370.00 0 1370.00
Indebtedness at the end of the financial year (31-03-2020)
ii) Principal Amount 0 4224.11 0 4224.11
ii) Interest due but not paid 0 16.79 0 16.79
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 4240.90 0 4240.90

VII. Remuneration of Directors & Key Managerial Personnel :

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Total Amount in Rupees
*Mr. Masahiko Nakagawasai. (Managing Director) (from 01.04.2019 to 2.04.2019) *Mr. Naoki (Managing Hatayama Director) (from 2.04. 2019 to 31.03.2020) Total amount in Rupees
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 7333 1436000 1443333
(b) Value of perquisites u/s 17(2) of Income-tax Act 1961 220 39600 39820
(c) Profits in lieu of salary under section 17(3)
Income- tax Act 1961
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
- others specify…
5 Others please specify
Employer's Contribution to Provident Fund
Total (A) 7553 1475600 1483153
** Ceiling as per the Companies Act. 2013

* Mr. M. Nakagawasai resigned as Managing Director and Mr. Naoki Hatayama was appointedas managing Director w.e.f 02.04.2019.

B. Remuneration to other directors

SN. Particulars of Remuneration Name of Directors Mr. Prashant Asher Ms. Bhumika Batra Total Amount In Rupees
1 Independent Directors
@ Sitting Fee for attending board & committee meetings 377500 377500 755000
Commission 0 0 0
Others please specify 0 0 0
Total (1) 377500 377500 755000
2 Other Non-Executive Mr.Seiji Hayakawa 0 0
Directors
@ Sitting Fee for attending board & committee meetings 0 0 0
Commission 0 0 0
Others please specify 0 0 0
Total (2) 0 0 0
Total (B)= (1+2) 0 0 755000
Total Managerial 2238153
Remuneration (A+B)
@Overall Ceiling as per the Act

**- Remuneration paid to the Managing Director is within the limits of the CompaniesAct 2013. @ Sitting fees paid to the Directors are within the limits of the Companies Act2013.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

No Particulars of Remuneration Total Rupees Total
Mr. Sunil K.Sane (Chief Financial officer) Mr. Chandranil Belvalkar (Company Secretary) Rupees
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 1572262 968344 2540606
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 113673 0 113673
(c) Profits in lieu of salary under section 17(3) of
Income-tax Act 1961 0 0 0
2 Stock Option 0 0 0
3 Sweat Equity 0 0 0
4 Commission 0 0 0
- as % of profit 0 0 0
others specify… 0 0 0
5 Others please specify
Employers' Contribution to Provident Fund 61488 31680 93168
Employer's Contribution to Superannuation Fund 76860 0 76860
Total 1826683 1000024 2826707

VIII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ ] COURT Appeal made if any (give) Details
A. COMPANY
Penalty 0 0 0 0 0
Punishment 0 0 0 0 0
Compounding 0 0 0 0 0
B. DIRECTORS
Penalty 0 0 0 0 0
Punishment 0 0 0 0 0
Compounding 0 0 0 0 0
C. OTHER OFFICERS IN DEFAULT
Penalty 0 0 0 0 0
Punishment 0 0 0 0 0
Compounding 0 0 0 0 0

Annexure- B

NOMINATION AND REMUNERATION POLICY

1. PREAMBLE

1.1 Sharp India Limited (the 'Company') recognizes the importance of attractingretaining and motivating personnel of high caliber and talent for the purpose of ensuringefficiency and high standard in the conduct of its affairs and achievement of its goalsbesides securing the confidence of the shareholders in the sound management of theCompany. For the purpose of attaining these ends the Company has constituted a Nominationand Remuneration Committee which is entrusted with the task of devising a transparentreasonable and fair policy of remuneration for its directors key managerial personnel andother employees. 1.2 The Companies Act 2013 and Rules and Regulations made there underand amended from time to time and Securities and Exchange Board of India (listingobligations and disclosure requirements) regulations 2015 (SEBI(LODR)) makes it mandatoryfor the Board of Directors of every listed company to constitute a Nomination andRemuneration Committee. The new set of policy was adopted on 6th February 2019 to be inline with the amendments in Companies Act 2013 and SEBI (LODR).

1.3 The objective of the Nomination and Remuneration Committee is to assist the Boardof Directors of the Company and its controlled entities in fulfilling its responsibilitiesto shareholders by : 1.3.1. ensuring that the Board of Directors is comprised ofindividuals who are best able to discharge the responsibilities of directors in consonancewith the Companies Act 2013 and the norms of corporate governance and 1.3.2. ensuringthat the nomination processes and remuneration policies are equitable and transparent. 1.4The responsibilities of the Nomination and Remuneration Committee include : 1.4.1formulating a criteria for determining qualifications positive attributes andindependence of a director; 1.4.2 recommending to the Board of Directors a policyrelating to the remuneration in whatever form payable to the directors key managerialpersonnel and senior management personnel.

1.4.3 formulating a criteria for evaluation of performance of Independent Directors andthe Board of Directors and on the basis of the report of performance evaluation it shallbe determined whether to extend or continue the term of appointment of the independentdirector; 1.4.4 devising a policy on Board diversity; and 1.4.5 identifying persons whoare qualified to become directors and who may be appointed as part of the 'seniormanagement' or core management team of the Company in accordance with the criteria laiddown and recommending to the Board of Directors the appointment and removal of suchpersonnel.

1.5 This Nomination and Remuneration Policy has been formulated with a view to : 1.5.1devise a transparent system of determining the appropriate level of remuneration for thedirectors key managerial personnel and senior management personnel .

1.5.2 encourage directors key managerial personnel and senior management personnel toperform to their highest level; 1.5.3 provide consistency in remuneration for thedirectors key managerial personnel and senior management.

1.6 The Nomination and Remuneration Policy elucidates the types of remuneration to beoffered by the Company and factors to be considered by the Board of Directors of theCompany Nomination and Remuneration Committee and management of the Company indetermining the appropriate remuneration policy for the Company.

2. DEFINITIONS

Some of the key terms used in the Nomination and Remuneration Policy are as under :

2.1 'Board' means the Board of Directors of Sharp India Limited or the Company.

2.2 'Committee' means the Nomination and Remuneration Committee constituted by theBoard of Directors of the Company in accordance with Section 178 of the Companies Act2013.

2.3 'Director' means a director appointed on the Board of the Company includingexecutive; non-executive; and independent directors.

2.4 Key managerial personnel' includes managing director or Chief Executive Officer ormanager and in their absence a whole-time director; company secretary; and ChiefFinancial Officer.

2.5 'Member' means a director of the Company appointed as member of the Committee.

2.6 'Nomination and Remuneration Policy' shall mean the policy of remuneration ofdirectors key managerial personnel an senior management personnel of the Companydetermined by the Nomination and Remuneration Committee.

2.7 'Senior management' shall means officers/ personnel of the company means who aremembers of its core management team excluding Board of Directors and normally this shallcomprise all members of management one level below chief executive officer/ ManagingDirector/ whole time Director/ manager including chief executive officer/manager in casethey are not part of the Board and shall specifically include Company Secretary and ChiefFinancial Officer

3. NOMINATION AND REMUNERATION COMMITTEE

3.1 The Committee shall be formed by the Board of the Company.

It shall consist of three or more non-executive directors out of which not less thanone-half shall be independent directors. The Board of the Company shall nominate directorsas Members of the Committee from time to time.

3.2 The Chairman of the Committee shall be an independent director but shall not be theChairperson of the Company. He shall be present at the Annual General Meeting to answerthe shareholders' queries and may determine as to who should answer the queries. If theChairperson is unable to attend the annual general meeting any other member of thecommittee authorized by him in this behalf shall attend the annual general meeting.

3.3 The quorum for meeting of nomination and remuneration committee shall be either twomembers or one third of the members of the committee whichever is greater including atleast one independent director in attendance.

3.4 The nomination and remuneration committee shall meet at least once in year.

4. LETTER OF ENGAGEMENT OR CONTRACT OF EMPLOYMENT

4.1 Non-executive independent directors shall enter into a letter of engagement withthe Company the terms and conditions of which shall be approved by the Board. The letterof engagement shall set forth the terms and conditions of the engagement the performanceexpectations for the position the remuneration package and added incentives for thedirector if any the availability of the latter being contingent upon fulfillment ofcertain expectations of the Company measured by benchmarks of performance defined by theCompany.

4.2 Executive directors and key managerial personnel shall enter into a contract withthe Company clearly setting out the terms and conditions of the remuneration package forsuch person. The contract of employment shall set out the expectations for theperformance the key performance indicators measures and criteria for assessment orevaluation of performance.

4.3 The Committee and the Board must approve the terms and conditions of employment forthe Executive Directors and the Key Managerial Personnel at the time of their appointmentand re-appointment.

4.4 The Company shall pay remuneration to the senior management personnel taking intoaccount their roles and responsibilities.

4.5 The Board shall disclose the terms and conditions of employment of the executivedirectors and key managerial personnel in accordance with the law if necessary.

5. REMUNERATION STRUCTURE

5.1 REMUNERATION TO MANAGING /EXECUTIVE DIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOR

MANAGEMENT:

The Board shall in consultation with the Committee approve and finalize the form ofremuneration to be offered to Executive Directors key managerial personnel and seniormanagement. The remuneration package shall be composed of amounts that are fixed and mayinclude a variable Component and the endeavor of the Board and the Committee shall be tostrike a balance between the fixed and variable components and thereby promote sustainablevalue for the Company and its shareholders over time.

5.1.1 Fixed Remuneration

The contract of employment entered into by the executive directors and key managerialpersonnel with the Company shall demarcate a fixed gross monthly or annual salary or basesalary payable to them. The fixed remuneration or salary shall be determined according tocomplexities of the position and role of the Executive Directors and key managerialpersonnel. The relevant laws and regulations conditions prevalent in the labour marketand the scale of the business relating to the position. The fixed remuneration willreflect the core performance requirements and expectations of the Company.

5.1.2 Performance Based Remuneration or Incentive-Based Payments The Board inconsultation with the committee may pay performance based incentive payment to thedirectors.

The performance-based or incentive-based payments shall form part of the variablecomponent of the salary payable to them.

5.1.3 Benefits to Executive Directors key managerial personnel & senior managementpersonnel

The Company shall comply with all legal and industrial obligations in determining thebenefits available to executive directors key managerial personnel & seniormanagement personnel namely short-term benefits such as salaries social securitycontributions and post-employment benefits such as gratuity pension retirement benefitsetc.

5.2 REMUNERATION TO NON-EXECUTIVE DIRECTORS

The Company shall pay remuneration to non-executive directors in such a manner so as toattract and maintain high quality members on the Board. Non-Executive Directors may bepaid remuneration in such form as which is allowable and is within the scope and limits ofthe Companies Act 2013. The Non-Executive Directors who are entitled to receive thesitting fees shall be paid remuneration by way of sitting fees which is within the limitsof the Companies Act 2013 and which are determined by the Board of Directors and thiscommittee from time to time.

6. DISCLOSURES:

6.1. The Nomination and Remuneration Policy shall be disclosed in the Board's report ofthe Company prepared in accordance with sub-section (3) of section 134 of the CompaniesAct 2013.

6.2. The Nomination and Remuneration Policy and the criteria for evaluation ofperformance or evaluation criteria as laid down by the Committee shall be disclosed in theAnnual Report of the Company.

6.3 Payments to non-executive directors shall be disclosed in the Annual Report of theCompany. Further the number of shares and convertible instruments held by non-executivedirectors shall be disclosed by the Company in its Annual Report.

6.4 With regard to payment of remuneration the section on the corporate governance ofthe Annual Report of the Company shall contain the following disclosures namely : 6.4.1All elements of remuneration package of individual directors summarized under majorgroups such as salary benefits bonuses stock options pension etc; if any.

6.4.2 Details of fixed component and performance linked incentives along with theperformance criteria; if any.

6.4.3 Service contracts notice period severance fees; if any and 6.4.4 Stock optiondetails if any - and whether issued at a discount as well as the period over whichaccrued and over which exercisable if any. .

7. REVIEW AND IMPLEMENTATION

7.1. The Committee shall conduct an evaluation of performance for all the directors asper the provisions in the Companies Act 2013 and SEBI (LODR) on an annual basis tomonitor and review and if necessary revise the appropriateness of each remunerationpackage.

7.2 The Committee shall be responsible for monitoring the implementation of theNomination and Remuneration Policy conducting a review of the same from time to time andadvising the Board on the mode of revision of the policy.

8. AMENDMENT

The Committee reserves the right to amend or modify the Nomination and RemunerationPolicy in whole or in part at any time with reasons to be recorded in writing and placingthe same in the meeting of this committee for its approval.

.