Your Directors are pleased to present the 9thAnnual Report of the Companyalong with an Audited Financial Statements for the financial year ended on March 312021.
Pursuant to notification dated 16th February 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("INDAS") notified under the Companies (Indian Accounting Standards) Rules 2015prescribed under Section 133 of the Companies Act 2013 (as amended from time to time)with effect from 1st April 2020 and the accounts are prepared under IND As.
1. FINANCIAL RESULT
The financial performance of the Company for the financial year ended on March 312021is summarized below:
|Particulars ||2020-2021 ||2019-2020 |
|Revenue from Operations || || |
|a. Sale of Products ||3636183606 ||7945654652 |
|b. Other Operating Revenues ||523443 ||9919712 |
|Other Income ||47907333 ||12786355 |
|Total Revenue ||3684614382 ||7968360719 |
|Total Expenses ||3697534319 ||7812500519 |
|Profit Before Exceptional and Extra Ordinary Items and Tax ||(12919937) ||155860200 |
|Exceptional Items ||(1385748) ||- |
|Profit Before Tax ||(14305685) ||155860200 |
|Tax Expense: || || |
|Current Tax ||- ||39893505 |
|Deferred Tax ||539305 ||819051 |
|Prior period Adjustment ||- ||2536812 |
|Total Tax Expense ||539305 ||43249368 |
|Profit for the Period ||(14844990) ||112610832 |
|Other Comprehensive Income: || || |
|Items that will not be reclassified to profit or loss ||- ||- |
|Measurements of defined employee benefit plans ||1384450 ||(95368) |
|Income tax relating to above items ||(354774) ||24438 |
|Total Other Comprehensive Income (net of tax) ||1029676 ||(70930) |
|Total Comprehensive Income for the year ||(13815314) ||112539902 |
|Profit for the year carried to Reserves & Surplus ||(13815314) ||112539902 |
|Earning Per Share (EPS) || || |
|Basic ||(0.02) ||0.55 |
|Diluted ||(0.02) ||0.55 |
Note: Previous year's figures have been regrouped / reclassified wherever necessary inconformity with Indian Accounting Standards (IND AS) to correspond with the current year'sclassification / disclosure and may not be comparable with the figures reported earlier.
During the year under review the total income of the Company was ' 3684614382/- ascompared to ' 7968360719/- in the previous year. Loss after tax during the year was '14844990/- as against net profit after tax ' 112610832/- in the previous year.
Your Company's performance for the year was also impacted adversely by lower volumesand price realization due to the disruptions caused by the Covid-19 pandemic. TheDirectors are optimistic about future performance of the Company once the impact of theCovid pandemic recedes.
In view of loss incurred by your Company your directors regret and not recommended anydividend on the Equity shares for the financial year ended March 312021.
The Company has a closing balance of ' 123439336/- (Rupees Twelve Crores Thirty FourLakhs Thirty Nine Thousand Three Hundred and Thirty Six only) as Reserve and Surplus as onMarch 312021. The bifurcation of the said Reserves and Surplus are given in the Notes tothe Financial Statements which forms part of this report.
5. THE STATE OF COMPANY'S AFFAIRS
During the year under review the Company has put all its efforts in serving requiredproducts to all its customers on time. The turnover of the Company during the reportingperiod amounted to ' 3684614382/-. However turnover of the Company decreased from theprevious year due to prevailing situation of Covid -19 pandemic. The Directors areoptimistic to overcome this situation shortly. The Directors are thankful to all itssuppliers for on time delivery of the products. The effort of our suppliers is thebackbone of our Company.
The Directors express their gratitude towards the stakeholders for all the support theCompany has received from them and hope that the Company continues to receive the samesupport in the coming future.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THE REPORT
There has been no material changes and commitments affecting the financial position ofthe Company which occurred between the end of financial year and the date of this Reportexcept as stated specifically in this Report and the impact arising out of COVID-19 whichis detailed elsewhere in this Report.
7. CHANGES IN SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on March 312020 was ' 204000000.During the year under review your Company opted option to split of share at 1 equityshares having face value of '2 divided into 2 equity shares of face value of ' 1 each andthe Company has issued bonus shares of ' 1/- to all the eligible members at proportion of2:1 to all exiting fully paid-up equity share vide approval of shareholders in the 8thAnnual General Meeting held on 28th September 2020.
Due to Stock Split and issued of Bonus Shares the Authorised capital and Paid-upcapital of the Company were increased. Details of the Authorized Issued and paid-upshare Capital of the Company before and after Sub-Division (Stock Split) and Issue ofBonus equity shares are as follows:
|Particulars ||Pre Capital ||After Sub - Division (Stock Split) ||After increase in Authorised Capital ||After Bonus Shares in the ratio of 2:1 ||After Sub - Division (Stock Split) increase in Authorised Capital and Bonus Shares |
| ||No. of equity shares of face value of ' 2/- each ||No. of equity shares of face value of ' 1/- each ||No. of equity shares of face value of ' 1/- each ||No. of equity shares of face value of ' 1/- each ||No. of equity shares of face value of ' 1/- each |
|Authorised ||125000000 ||250000000 ||650000000 ||650000000 ||650000000 |
|Issued Paid-up and Subscribed ||102000000 ||204000000 ||204000000 ||612000000 ||612000000 |
8. COVID - 19 PANDEMIC
The country continues to face a tough situation though both health wise andeconomically. The year 2020-21 was perhaps the most challenging year in the history of ourcompany for a number of reasons. The challenging and depressed market scenario due topandemic situation since March 20 both inward and outward supply chains of paperindustry has been totally disrupted. However Company continues to monitor changes ineconomic condition and is prepared to take measures to safeguard its business operations.
Our employees' health and safety is our number one priority and we have taken measuressuch as working from home wherever possible sanitization of workplaces availability ofthermal scanners and masks as well as encouraging vaccination etc. for their well being.Your Company is ensuring all proper safety hygiene and social distancing measures.
9. CHANGE IN NATURE OF BUSINESS IF ANY
There is no change in the nature of business during the year. However the Company iscontinuously endeavoring its best to identify the suitable expansion projects. The Boardof Directors of your Company at its meeting held on 8th July 2021 and 22ndJuly 2021 had approved following:
In order to expand in various spheres the Board of Directors has decided to enlargingthe scope and diversification of the activities of the Company in E - Commerce businessand Construction & Infrastructure Business. Which can be advantageously carried withthe existing business of the Company.
Moreover your Company has also decided to move forward towards business of"Capital Market and Commodity Market".
All aforesaid expansion / changes in the business are subject to approval ofShareholders of the Company in the ensuing General Meeting and such other approvalspermissions as may be necessary from time to time.
10. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company for theyear ended on March 31 2021.
The Company has neither accepted nor renewed any deposits from the public within themeaning of Section73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 during the financial year. The Company has accepted money from theDirectors during the financial year pursuant to provision of Rule 2(1)(c)(viii) of theCompanies (Acceptance of Deposits) Rules 2014 and the details of the same is given in theNotes to the Financial Statements which forms part of this report.
12. BOARD MEETINGS:
The Directors of the Company met at regular intervals the gap between any two meetingswas within the period prescribed by the Companies Act 2013 and the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 as amended from time to time.The Notices of the Board Meetings are given well in advance to all the Directors of theCompany.
During the year Eleven(11) meetings of the Board of Directors were held as requiredunder the Companies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. The details of the number of Board meetings held and attendance ofDirectors are provided in the Corporate Governance Report which forms part of thisReport.
During the year under review the Company has complied with applicable SecretarialStandards issued by the Instituteof Company Secretaries of India (ICSI).
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment:
a. Mr. Kaivan Shrenik Vimawala (DIN: 06514171):The Board of Directors on recommendationof the Nomination and Remuneration Committee appointed Mr. Kaivan Shrenik Vimawala anAdditional Director (Executive & Non - Independent Director) of the Company witheffect from12th February 2021. In terms of Section 161 of the Act he holdsoffice up to the date of this Annual General Meeting. Accordingly the Board recommendsthe resolution in relation to appointment of Mr. Kaivan Shrenik Vimawala as a Whole timeDirector(Executive & Non - Independent Director) for the approval of the Shareholdersof the Company.
b. Mr. Monik Jayeshbhai Doshi (DIN: 09040144): The Board of Directors on recommendationof the Nomination and Remuneration Committee appointed Mr. Monik Jayeshbhai Doshias anAdditional Director(Non - Executive &Independent Director) with effect from 12thFebruary 2021 for a period of five (5) years. In terms of Section 161 of the Act heholds office up to the date of this Annual General Meeting. Accordingly the Boardrecommends the resolution in relation to the appointment of Mr. Monik Jayeshbhai Doshi asan Independent Director for a first term of five (5) consecutive years commencing from 12thFebruary 2021 to 11th February 2026 for the approval of the Shareholders ofthe Company.
c. Mrs. Jalpika Joshi (DIN: 09173340): The Board of Directors on recommendation of theNomination and Remuneration Committee appointed Mrs. Jalpika Joshi as an AdditionalDirector (Non - Executive & Independent Director) with effect from 31stMay 2021 for a period of five (5) years. In terms of Section 161 of the Act she holdsoffice up to the date of this Annual General Meeting. Accordingly the Board recommendsthe resolution in relation to the appointment of Mrs. Jalpika Joshi as an IndependentDirector for a first term of five (5) consecutive years commencing from 31stMay 2021 to 30th May 2026 for the approval of the Shareholders of theCompany.
d. Mr. Shrenikbhai Sudhirbhai Vimawala (DIN: 03474255) :The Nomination and RemunerationCommittee and the Board of Directors at their meetings held on 17th August2021 have recommended and approved the reappointment of Mr. Shrenikbhai SudhirbhaiVimawala (DIN: 03474255) as the Chairman and Managing Director of the Company for a periodof (Three) 3 years w.e.f. 11th April 2022 in terms of the provisions of theCompanies Act 2013 subject to approval of Members at this ensuing Annual General Meetingof the Company.
e. Mr. Rishit Shrenik Vimawala (DIN: 03474249): The Nomination and RemunerationCommittee and the Board of Directors at their meetings held on 17th August2021 have recommended and approved the re-appointment of Mr. Rishit Shrenik Vimawala (DIN:03474249) as Whole Time Director of the Company for a period of (Three) 3 years w.e.f. 11thApril 2022 in terms of the provisions of the Companies Act 2013 subject to approval ofMembers at this ensuing Annual General Meeting of the Company.
f. Mr. Devarsh Muktesh Shah (DIN: 06954437): The Nomination and Remuneration Committeeand Board of Directors at their meetings held on 17th August 2021 haverecommended and approved the re-appointment of Mr. Devarsh Muktesh Shah whose first termas Independent Director of the Company will be expiring on 10th April 2022 andproposed to re-appoint as Independent Director for second term of 5 (five) consecutiveyears w.e.f. 11th April 2022 to 10th April 2027subject to approvalof Members at the ensuing Annual General Meeting of the Company.
(Brief resume nature of expertise details of directorships held in other companies ofthe above Directors Proposed to be appointed along with their shareholding in theCompany as stipulated under Secretarial Standard 2 and Regulation 36 of the ListingRegulations is appended as an annexure to the Notice of the Annual General Meeting.)
g. CS Isha Shrotriya: The Board of Directors on recommendation of the Nomination andRemuneration Committee appointed CS Isha Shrotriya as a Company Secretary designated asKey Managerial Personnel and Compliance Officer of the Company with effect from 22ndFebruary 2021 at the meeting of Board of Directors of the Company held on 12thFebruary 2021.
h. CS Pooja Dhruve: The Board of Directors on recommendation of the Nomination andRemuneration Committee appointed CS Pooja Dhruve as a Company Secretary designated as KeyManagerial Personnel and Compliance Officer of the Company with effect from 17thJune2021 at the meeting of Board of Directors of the Company held on 17thJune2021.
Further during the year under review the shareholders at the 8th AnnualGeneral Meeting held on September 28th 2020 approved appointment of Directorsas follows:
a. Appointment of Chi. Goswami Vishal Nathdwara (DIN: 08644273) as Non-ExecutiveNon-Independent Director of the Company w.e.f. 30th June 2020.
b. Appointment of Mr. Shalin Kusumgar (DIN: 07634143) as Non-Executive Non-IndependentDirector of the Company for a period of five years from 30th June 2020 to 29thJune 2025.
Retirement by Rotation:
In accordance with the Articles of Association and the relevant provisions of theCompanies Act 2013 Mr. Rishit
Vimawala (DIN: 03474249) Director of the Company retires by rotation at the thisAnnual General Meeting and being
eligible has offered himself for re-appointment. The said proposal forms part of theNotice of the 9th Annual General
Meeting and the relevant resolution is recommended for the members' approval therein.
a. Mr. Ashish Modi (DIN: 02506019) Non-Executive Independent Director of the Companyresigned from the office of Director with effect from 1st April 2020.
b. Mr. Kaivan Vimawala (DIN: 06514171) Whole Time Director of the Company resignedfrom the office of Director with effect from 27th October 2020.
c. CS Roshni Shah has resigned from the post of Company Secretary and ComplianceOfficer of the Company with effect from close of business hours of 31stDecember 2020.
d. CS Isha Shrotriya has resigned from the post of Company Secretary and ComplianceOfficer of the Company with effect from close of business hours of 31st May2021.
e. Ms. Manali Shah (DIN: 08472757) Non-Executive Independent Director of the Companyresigned from the office of Director with effect from closure of business hours of 31stMay 2021.
f. Chi. Goswami Vishal Nathdwara (DIN: 08644273) as Non-Executive Non-IndependentDirector of the Company resigned from the office of Director with effect from 27thJuly 2021.
There was no additional change in the composition of the Board of Directors and KeyManagerial Personnel during the year under review except as stated above.
14. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of theCompanies Act 2013the Board of Directors confirms that to the best of its knowledge andbelief:
a. In the preparation of the Annual Accounts for the financial year ended March312021 the applicable accounting standards had been followed and there are no materialdepartures;
b. The directors had 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 financial year and of theprofit and loss of the Company for the financial year ended March 312021;
c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. The directors had prepared the Annual Accounts for the financial year ended March312021 on a going concern basis;
e. The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
15. COMMITTEE(S) MEETING
The Company has various committee(s) pursuant to the requirements of the Companies Act2013 read with the rules framed there under and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.The details of the composition of the variouscommittee(s) the number of meetings held and attendance of the committee members areprovided in the Corporate Governance Report which forms part of this Report.
16. ANNUAL RETURN
The extract of the Annual Return pursuant to the provisions of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in Form No. MGT - 9 is annexed as Annexure - 1 which forms part of thisreport and the same has also been placed on the Company's website www.shrenik.co.in.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The details of loans investment guarantees and securities covered under theprovisions of section 186 of the Companies Act 2013 are given in the Notes to theFinancial Statements which forms part of this Report.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES REFERRED INSECTION 188(1) OF THE COMPANIES ACT 2013
During the year under review all the related party transactions were in the ordinarycourse of business and on arm's length basis. All such contracts or arrangements wereentered into only with prior approval of Audit Committee. No material contract orarrangement with related parties was entered into during the year under review. Thereforethere is no requirement to report any transaction in Form No. AOC-2 in terms of Section134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014.The disclosures as required are provided in AS-18 which is forming the part of thenotes to financial statement.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website At www.shrenik.co.in .None of the Directors or any Key ManagerialPersonnel has any pecuniary relationships or transactions vis-a-vis the Company.
19. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124 and 125 of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ('IEPF Rules') as amended from time to time the amount of dividend remaining unpaidor unclaimed for a period of seven years shall be transferred to the Investor Educationand Protection Fund (IEPF).
During the year under review no amount was due for transfer to IEPF in accordance withSection 125 of the Companies Act 2013.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Information pertaining to Conservation of Energy Technology Absorption ForeignExchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed as Annexure - 2 whichforms part of this report.
21. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Ministry of Corporate Affairs has amended the Companies (Corporate SocialResponsibility Policy) Amendment Rules 2021 which will be effective from the date of thenotification dated January 22 2021. In accordance with the provisions of Section 135 ofthe Companies Act 2013 and the said Rules your Company has amended its policy on therecommendation of the Members of the CSR Committee and with the approval of the Board. Theamended CSR policy may be accessed on the Company's website at the www.shrenik.co.in.
The Report on CSR activities in terms of the requirements of Companies (CorporateSocial Responsibility Policy) Rules 2014 is annexed as Annexure -3 which forms part ofthis Report.
The details of the composition of the CSR committees the number of meetings held andattendance of the committee members are provided in the Corporate Governance Report whichforms part of this Report.
22. DECLARATION BY INDEPENDENT DIRECTORS
In compliance with Section 149(7) of the Act read with SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 the Independent Directors of the Company havesubmitted the declaration(s) that each of them meet the criteria of independence asprovided in Section 149(6) of the Act read with sub-rule (1) and sub-rule (2) of Rule 6 ofthe Companies (Appointment and Qualifications of Directors) Rules 2014 and SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.
23. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI (Listing Obligations & DisclosureRequirements)Regulations 2015 the Company has formulated a policy to familiarize theIndependent Directors with the Company. The Independent Directors are appraised during theBoard / Committee(s) meetings on the Company operations governance internal controlprocess and other relevant matters. The details of the Familiarization Programareavailable on Company's website www.shrenik.co.in.
24. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS
Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the Board hascarried the evaluation of its own performance performance of Individual Directorsincluding Independent Directors Board Committees including the Chairman of the Board onthe basis of attendance contribution towards development of the Business and variousother criteria as recommended by the Nomination and Remuneration Committee of the Company.The evaluation of the working of the Board its committees experience and expertiseperformance of specific duties and obligations etc. were carried out. The Directorsexpressed their satisfaction with the evaluation process and outcome.
The performance assessment of Non-Independent Directors Board as a whole and theChairman were evaluated in separate meetings of Independent Directors. The same was alsodiscussed in the meetings of Nomination and Remuneration Committee of the Company.
25. NOMINATION AND REMUNERATION POLICY
A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Nomination and Remuneration Policy forDirectors Key Managerial Personnel and Senior Management is available on the Company'swebsite www.shrenik.co.in.
26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its Internal Financial Control systems commensurate with operations ofthe Company. The management regularly monitors the safeguarding of its assets preventionand detection of frauds and errors and the accuracy and completeness of the accountingrecords including timely preparation of reliable financial information.
The Head of Internal Audit together with External Audit consults and reviews theeffectiveness and efficiency of these systems and procedures to ensure that all assets areprotected against loss and that the financial and operational information is accurate andcomplete in all respects.
27. RISK MANAGEMENT POLICY OF THE COMPANY
The Company has framed and adopted a Risk Management Policy to identify monitorminimize and mitigate risks and determine the responses to various risks to minimize theiradverse impact on the organization. The executive management oversees the risk managementframework and the Audit Committee evaluates Internal Financial Controls and RiskManagement Systems. However the details of risk management objectives and policies madeby the Company in accordance with the provision of the Act. In the opinion of Board thereare no risk which may threaten the existence of the Company. The Risk Management Policy isplaced on the Company's website at www.shrenik.co.in.
M/s Singhi & Co. Chartered Accountants (FRN.: 302049E) were appointed as theStatutory Auditors of the Company for the period of five (5) years from the conclusion ofthe 6th Annual General Meeting to hold office till the conclusion of the 11 thAnnual General Meeting of the Company have resigned as the Statutory Auditors of theCompany w.e.f. 13th August 2021 as their inability to continue as theStatutory Auditors of the Company because of Company has not accepted proposal ofincrease fees due to Covid impact on Business. An Audit Committee and Board at itsmeeting held on 17th August 2021 has noted the resignation tendered by theStatutory Auditors. Appointment of M/s. S. G. Marathe & Co. Chartered Accountants(FRN.: 123655W)
Pursuant to the provision of Section 139 of the Companies Act 2013 the Company wasrequired to fill the casual vacancy caused by the resignation of M/s Singhi & Co.Chartered Accountants as Statutory Auditors of the Company.
The Board of Directors at its meeting held on 17th August 2021 as per therecommendation of the Audit Committee and pursuant to the provisions of Section 139(8) ofthe Companies Act 2013 have approved the appointment of M/s. S. G. Marathe & Co.Chartered Accountants (FRN.: 123655W) as Statutory Auditors of the Company to fill thecasual vacancy caused due to the resignation M/s Singhi & Co. Chartered Accountantsas Statutory Auditors of the Company till the conclusion of 9th Annual GeneralMeeting of the Company to be held in the calendar year 2021.
Further the Audit Committee and Board recommend appointment of M/s. S. G. Marathe& Co. Chartered Accountants (FRN.: 123655W) as Statutory Auditors of the Company forfirst term for a period of 5 years from the conclusion of the ensuing 9thAnnual General Meeting till the conclusion of 14th Annual General meeting to beheld in the year 2026 subject to approval of the shareholders in ensuring Annual GeneralMeeting.
M/s. S. G. Marathe & Co. Chartered Accountants (FRN.: 123655W) have conveyedtheir consent to be appointed as the Statutory Auditors of the Company along with therequisite confirmation that their appointment if made by the shareholders would bewithin the limits prescribed under the Companies Act 2013.
The Statutory Auditor's Report for the financial year 2020-21 does not contain anyqualification reservation or adverse remark. The Statutory Auditor's Report is enclosedwith the financial statements in this Annual Report.
B. COST AUDITORS
In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Company is not requiredto maintain the Cost Records and Cost Accounts. Hence the appointment of Cost Auditors isnot applicable to the Company.
C. SECRETARIAL AUDITORS
The Board of Directors of the Company at its meeting held on 12th February2021 noted and accepted the resignation of M/s Premal Shah & Co. Practicing CompanySecretaries Ahmedabad who have tendered their resignation w.e.f 31st January2021 as the Secretarial Auditor for the Financial year 2020-21.
Further Pursuant to the provision of Section 204 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard at its meeting held on 19th March 2021 has appointed Mr. Jaymeen Trivedi(Membership No. 9137) Proprietor of M/s. Jaymeen Trivedi and Associates PracticingCompany Secretary to conduct Secretarial Audit for Financial year 2020-21.
The Secretarial Audit Report for the financial year ended March 31 2021 is enclosed as"Annexure-4". The remarks of Secretarial Auditor are self-explanatory and thereport of the Secretarial Auditor have been enclosed which forms part of this Report.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year 2020-21 for all applicablecompliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The AnnualSecretarial Compliance Report for above said financial year has been submitted to thestock exchanges within 60 days of the end of the said financial year. Certificate ofNon-Disqualification of Directors:
In accordance with the SEBI (LODR) (Amendment) Regulations 2018; a certificate hasbeen received from Mr. Jaymeen Trivedi (Membership No. 9137) Proprietor of M/s. JaymeenTrivedi and Associates Practicing Company Secretary that none of the Directors on theBoard of the Company has been disqualified to act as Director. The same is annexedherewith the Report.
29. REPORTING OF FRAUD BY AUDITORS
There have been no instances of fraud reported by the Auditors u/s 143 (12) of theCompanies Act 2013 and rules framed thereunder either to the Company or to the CentralGovernment.
30. PARTICULARS OF EMPLOYEES
In line with the provisions of Section 136 of the Companies Act 2013 the Reports andAccounts are being sent to the shareholders excluding the information required under Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The same is open for inspection at the Registered Office of the Company.Copies of this statement may be obtained by the members by writing to the CompanySecretary at the Registered Office of the Company.
The statement containing information as required under the provisions of Section197(12) of the Companies Act
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules
2014 is annexed herewith as "Annexure - 5" and forms part of this report.
31. CORPORATE GOVERNANCE
As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a report on Corporate Governance for thefinancial year ended March 31 2021along with Certificate from Practicing CompanySecretary confirming compliance of conditions of Corporate Governance is annexed herewithas "Annexure - 6" which forms part of this report.
32. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the as required under Regulation 34 andSchedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015is annexed herewith as "Annexure - 7" which forms part of this report.
33. VIGIL MECHANISMAND WHISTLE BLOWER POLICY
The Company has adopted Vigil Mechanism and Whistle Blower policy to provide a formalmechanism for the directors and employees to disclose their concerns and grievances onunethical behavior and improper/illegal practices and wrongful conduct taking place in theCompany for appropriate action. Through this mechanisms the Company provides necessarysafeguards to all such persons for making sheltered disclosures in good faith. It ishereby affirmed that no personnel have been denied access to the Audit Committee. TheVigil Mechanism and Whistle Blower policy has been placed on the Company's website:www.shrenik.co.in.
34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
There were no significant and material orders issued against the Company by anyregulating authority or court or tribunal during the year that could affect the goingconcern status and Company's operation in future.
35. COMPLIANCE OF SECRETARIAL STANDARDS
During the financial year under review the Company has complied with all theapplicable provisions of Secretarial Standards issued by the Institute of CompanySecretaries of India.
36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has constituted Policy on Prevention of Sexual Harassment of Women at workplace in line with the requirements of the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder.Your Directors state that during the year under review there were no complaints relatingto sexual harassment nor any cases filed pursuant to the said Act.
The policy on Sexual Harassment at Workplace is placed on the Company's website atwww.shrenik.co.in
Your Directors places on record their sincere thanks to the Customers VendorsStakeholders Banks Regulatory Bodies Financial Institutions and other BusinessAssociates who have extended their valuable sustained support and encouragement during theyear under review.
Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executives officers and staff at alllevels of the Company. We look forward for the continued support of every stakeholder inthe future.
| ||For and on behalf of the Board |
| ||Shrenik Vimawala |
|Place Ahmedabad ||Chairman & Managing Director |
|Date :- August 17 2021 ||DIN:-03474255 |