The Board of Directors ("Board") of Shricon Industries Limited("Company") with immense pleasure present their report on the business andoperations of your Company for the financial year 2018-19. This Report is being presentedalong with the audited financial statements for the year.
The detailed financial statement of the Company for the financial year 2018-19 isattached with this report.
Financial Performance and Key Business Developments
During the Financial Year 2018-19 there is no Revenue from operation. The Company hasincome of Rs. 0.67/- Lakhs during the financial year 2018-19 as compared to previousfinancial year 2017-18 of Rs0. During the year Company has Profit after tax of RS.(72.33) lakhs/-.
Material Changes and Commitments if any affecting the Financial Position between theend of the Financial Year and the date of Report:
There are no material changes and commitments affecting the financial position of thecompany between the end of financial year and the date of report.
The company has not declared any Dividend during the financial year 2018-19.
During the year the Company has no subsidiary Company therefore there is need not tosubmit any information and documents pertaining to subsidiary company under the CompaniesAct 2013 and Listing Agreement.
Financial Position and Performance of Subsidiaries Joint Ventures and Associates
During the year the Company has no subsidiary Company and Joint Ventures andAssociates therefore there is need not to submit any information and documents pertainingto subsidiary company under the Companies Act 2013 and Listing Agreement.
Consolidated Financial Statements and Cash Flow Statement
Your Company is not required to consolidate financial statements therefore AccountingStandard 21 issued by the Institute of Chartered Accountants of India not applicable.Section 129(3) read with Rule 5 of Companies (Accounts) Rules 2014 is not applicable onyour Company.
The spirit of good Corporate Governance remains integral to the Company's corporatephilosophy. Your Company has complied with all the requirements relating to CorporateGovernance. The report of the Directors on Corporate Governance is given as a separatesection titled 'Report on Corporate Governance' which forms part of the Annual Report. Areport on Corporate Governance is enclosed forms part of this Annual Report. The Auditors'Certificate confirming the compliance to the conditions of the Corporate Governance isannexed to the Report on Corporate Governance.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed and forms part of the Directors' Report.
Directors' Responsibility Statement
Pursuant to the requirements of Section 134 of the Companies Act 2013 and to the bestof their knowledge & belief and according to the information and explanationsobtained your Directors state that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and proper explanations provided relating to material departures if any;
b) such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company at the end of the financial year and of the profit ofthe Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) requisite internal financial controls were laid down and that financial control areadequate and are operating effectively; and
f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
Internal Control System and their adequacy
The Company has proper and adequate internal control systems which ensure that allassets are safeguarded against loss from unauthorized use and all transactions areauthorized recorded and reported correctly. The Management continuously reviews theinternal control systems and procedures to ensure orderly and efficient conduct ofbusiness. Internal audits are regularly conducted using external and internal resourcesto monitor the effectiveness of internal controls. Mrs. Megha Sachan Chartered Accountantis the internal auditor of the Company who conducts audit and submit quarterly reports tothe Audit Committee.
Details of Board Meetings
The Board of Directors met 4 times in the year 2018-19. The details of the boardmeetings and the attendance of the Directors are provided in the Corporate GovernanceReport.
Directors and Key Managerial Personnel
Mrs. Neelima Maheshwari Director of the Company retire at the forthcoming AnnualGeneral Meeting and are eligible for re-appointment. The Board recommends hisre-appointment. Details of the proposal for her appointment are given in the Notice of theAnnual General Meeting.
Declaration by Independent Directors
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independenceas prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued there under as well asRegulation 16(1)(b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibility in the Company nature of the industry inwhich the Company operates and other related matters are put on the website of the Companyat the link: www.shricon.in
Key Managerial Personnel
The following were key managerial personnel by the Board of Directors during the yearunder review:
1. Mr. Manoj Jain as Chief Executive Officer (CEO)
2. Mr. Lokesh Tiwari as Chief Financial Officer (CFO) of the Company.
Auditors and Auditors' Report
Spark & Associates. Chartered Accountants Indore (Firm Registration No. 005313C)is appointed as the Statutory Auditors of the Company to hold office from the conclusionof this Annual General Meeting until the conclusion of the Annual General Meeting of theCompany to be held in the calendar year 2022 (subject to ratification of their appointmentat every Annual General Meeting if so required under the Act) The Company has receivedletters from Statutory Auditors to the effect that their re-appointment if made would bewithin the prescribed limits under Section 141(3)(g) of the Companies Act 2013 and thatthey are not disqualified for re-appointment. The Notes on Accounts referred to in theAuditors' Report are self explanatory and do not require any further comments.
The Company is not required to conduct cost audit during the financial year 2018-19.
Pursuant to Section 204 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Company had appointed SecretarialAuditor of the Company for the Year 2018-19. In accordance with the section 204 of the Actthey have submitted their report in prescribed format and the same has been attached atAnnexure-3. The report so submitted is self-explanatory and does not call for any furtherexplanation(s) / comment(s).
Particulars of Loans Guarantees or Investment
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes forming part of the financialstatements.
Particulars of Contract or arrangement with Related Parties
There is no Related Party Transaction that may have potential conflict with theinterest of the Company at large. All transactions (if any) covered under Related PartyTransactions are regularly/periodically ratified and/or approved by the Board/AuditCommittee. The Related Party Transaction Policy as approved by the Board is uploaded onthe Company's website at the web link: http://www.shricon.in.
Related party transactions are entered into at arm's length in the ordinary course ofbusiness and are in compliance with the applicable provisions of the Act and the ListingAgreement and there are no material significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may have apotential conflict with the interests of the Company FORM AOC-2 has been attached withthis Directors Report.
Particulars of Employees
The information required under Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedthe name and other particulars of employees are to be set out in the Directors' Report asan addendum or annexure thereto. However in line with the provisions of Section 136(1) ofthe Act the Report and Accounts as set out therein are being sent to all Members of yourCompany and others entitled thereto excluding the aforesaid information about theemployees. Any Member who is interested in obtaining these particulars may write to theCompliance Officer at the Registered Office of the Company. None of the employee listed inthe said Annexure is a relative of any director of the Company. None of the employee holds(by himself or along with his spouse and dependent Children) more than two percent of theEquity shares of the Company.
Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo
Consider the business activities of the Company the requirement relating to providingthe particulars relating to conservation of energy and technology absorption stipulated inRule 8 of the Companies (Accounts) Rules 2014 required to be furnished u/s.134 (3)(m) ofthe Companies Act 2013 is not applicable.
Particulars of foreign currency earnings and outgo during the year: Nil.
Composition of Audit Committee
In line with the provisions of Section 177 (8) of the Companies Act 2013 thecomposition of the Committee is as below:
1. Mr. Govind Nuwal as Chairman (Independent Director)
2. Mr. Inder Prakash Jain as Member of the Audit Committee (Independent Director)
3. Mr. Om Prakash Maheshwarias Members of the Audit Committee
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behaviouractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The mechanism under the policy has been appropriately communicated within theorganisation. The Whistle Blower Policy is available on the website of the Company.
Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations2015 the Board has carried out an evaluation of its own performance and that of theindividual Directors. The evaluation criteria inter alia covered various aspects of theBoard's functioning including its composition execution and performance of specificduties obligations and governance. The performance of individual directors was evaluatedon parameters such as Attendance and participations in the Meetings Contribution towardsgrowth of the Company Leadership initiative Team work attributes and supervision ofstaff members Compliance with policies safeguarding the interest of the Company etc. TheDirectors expressed their satisfaction with the evaluation process.
Key Parameters for appointment of Directors and Key Managerial Personnel
The Nomination and Remuneration Committee has formulated a detailed policy forappointment of directors key managerial personnel which is designed to attract motivateand retain best talent. This policy applies to directors senior management including itsKey Managerial Personnel (KMP) and senior management of the Company. The remuneration ofthe Executive Directors and KMPs of the Company is recommended by the Nomination andRemuneration Committee based on the Company's remuneration structure taking into accountfactors such as level of experience qualification and suitability. The Company generallypays remuneration by way of salary perquisites and allowances.
During the year your Company has neither invited not accepted any deposits from thepublic within the meaning of section 2(32) and 74 of the Companies Act 2013 and as suchno amount of principal or interest on deposit was outstanding as of the balance sheetdate.
Policies of the Company
Your Company has posted the following documents on its website www.shricon.in.
Code of Conduct and Ethics (2) Whistle Blower Policy (3) Related Party TransactionPolicy (4) Corporate Social Responsibility (5) Familiarisation Programme. (6) Code ofInternal Procedures and Conduct for Regulating Monitoring and Reporting of Trading byinsiders (7) Material Subsidiary Company Policy (8) Remuneration Policy (9) Code of FairDisclosure
Human Resource and Employee`s Stock Option Scheme
Your Company has been able to create and continuously improve a favorable workenvironment that encourages innovation and meritocracy at all levels. Employees' relationsremained cordial at all the Company's locations. The Directors take this opportunity torecord their appreciation for the outstanding contribution. There is no Employees StockOption Plan 2013 (ESOP 2013) in the Company.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
Extract of Annual Return
The Extract of Annual Return as required under Section 134(3)(a) of the Companies Act2013 is set out at Annexure-1 which forms part of this report. .
Corporate Social Responsibility
Pursuant to Section 135 (4) and Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 a report on CSR containing particulars in thespecified format is attached at Annexure-2. Your directors have constituted the CorporateSocial Responsibility Committee of the Board of Directors with Mr. Inder Prakash Jain asChairman and Mrs. Neelima Maheshwari and Mr. Govind Nuwal as other members.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013: The Company has in place a Sexual Harassment Policy in linewith the requirement of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under the policy. The following is a summaryof sexual harassment complaints received and disposed off during the year 2018-19: No. ofcomplaints received: Nil No. of complaints disposed off: N. A.
Business Responsibility Reporting
The Business Responsibility Reporting as required by Regulation 34(2)(f) of SEBI(Listing obligation and disclosure requirements) Regulations 2015 is not applicable toyour Company for the Financial Year ending March 31 2019
Your Company has taken the initiative of going green and minimizing the impact on theenvironment. The Company has been circulating the copy of the Annual Report in electronicformat to all those Members whose email addresses are available with the Company. YourCompany appeals other Members also to register themselves for receiving Annual Report inelectronic form .
Changes in the Nature of Business If Any
The Company continued to provide educational services (Formal and Informal) and hencethere was no change in the nature of business or operations of the Company which impactedthe financial position of the Company during the year under review.
PARTICULARS OF REMUNERATION
Details as required under the provisions of Section 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are placed on the Company's website www.cpil.in as an annexure tothe Board's Report. A physical copy of the same will be made available to any shareholderon request as per provisions of Section 136(1) of the said Act. Details as required underthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3)of the said Rules which form part of the Board's Report will be made available to anyshareholder on request as per provisions of Section 136(1) of the said Act.
Industrial Relations continued to remain peaceful and cordial throughout the year. Wevalue the long association of our stakeholders to sustain industrial harmony and create apositive work environment. By introducing various new work practices we have succeeded inenhancing manpower productivity & attendance to the optimum.
Acknowledgements and Appreciation
Your Directors are thankful to all the shareholders Advisors Bankers GovernmentalAuthorities media and all concerned for their continued support. The Directorsacknowledge the commitment and contribution of all employees to the growth of the Company.Our consistent growth was made possible by their hard work solidarity cooperation andsupport.
For and on behalf of the Board of Directors
|Place: Kota ||Om Maheshwari ||Inder Prakash Jain |
|Date: 25/05/2019 ||DIN-00185677 ||DIN-00229945 |