Dear Shareholders,
Your Directors have a pleasure of presenting the 33rd Annual Report of
Sharat Industries Limited along with the Audited Standalone and Consolidated Financial
Statements for the financial year ended 31st March 2023.
- FINANCIAL HIGHLIGHTS:
|
Description
|
Standalone (Rupees in lakhs)
|
Consolidated (Rupees in
lakhs)* |
|
FY 2022-2023
|
FY 2021-2022
|
FY 2022-2023
|
| Revenue from Operation |
33,253.83
|
24,703.29
|
33,253.83
|
| Other Income |
346.89
|
106.73
|
346.89
|
| Total Income |
33,600.72
|
24,810.02
|
33,600.72
|
| Cost of Materials Consumed |
25,363.90
|
16,390.16
|
25,363.90
|
| Changes in Inventory |
(859.06)
|
1,125.00
|
(859.06)
|
| Employee Benefit Expenses |
765.54
|
753.55
|
765.54
|
| Finance Cost |
858.68
|
614.14
|
858.68
|
| Depreciation and Amortization |
424.03
|
386.20
|
424.03
|
| Other Expenses |
6,138.92
|
5,090.46
|
6,138.92
|
| Total Expenses |
32,692.02
|
24,359.51
|
32,692.02
|
| Profit before Tax & Exceptional Items |
908.69
|
450.51
|
908.69
|
| Share of Profit/(Loss) from Associate |
-
|
-
|
(4.90)
|
| Exceptional Items |
-
|
-
|
-
|
| Profit Before Tax |
908.69
|
450.51
|
903.79
|
| Tax Expenses |
254.27
|
104.62
|
254.27
|
| Profit after Tax |
654.42
|
345.90
|
649.52
|
| Earnings Per Share |
|
|
|
| Basic |
2.69
|
1.53
|
2.67
|
| Diluted |
2.69
|
1.53
|
2.67
|
* United Aquatech Private Limited was incorporated on 08th June 2022. Hence the
reporting of Consolidation Statement is not applicable for the previous year 2021-22.
- SUMMARY OF OPERATIONS & STATE OF COMPANY AFFAIRS:
The turnover of the company for the year ended 31st March, 2023 was
33,253.83 Lakhs against Rs. 24,703.29 Lakhs in the previous year. The profit for the year
after tax is Rs. 654.42 lakhs as against a profit of Rs. 345.90 lakhs during the previous
financial year.
Sharat Industries Limited is one of the very few companies in India
which has all 4 divisions located within a 5-kilometer radius. All the divisions work
together to ensure that there is continuous production throughout the year despite
pre-existing seasonality in the business in general. This results in high quality produce
due to quick processing and reduced logistics. The Company has invested significantly in
the capex of its farm
and processing divisions in recent years to further boost the
production capacity.
The Company's performance was good when compared to last year and
we have achieved nearly double the profit during this year. The company is exploring
alternate market facilities to increase export volume and lower operating costs. The
directors are confident that the performance of the company will improve in the years to
come.
- CHANGES IN SHARE CAPITAL:
During the year under review the Company has reclassified its
Authorized Capital from Rs. 50,00,00,000/- (Rupees Fifty Crores only) divided into
3,00,00,000 (Three Crores) equity shares of face value of Rs. 10/- each and 20,00,000
(Twenty Lakhs) Redeemable Preference Shares of Rs. 100/- each to Rs. 50,00,00,000/-(Rupees
Fifty Crores) divided into 5,00,00,000 (Five Crores) Equity Shares of Rs. 10/- (Rupees Ten
Only) each by cancelling the existing unissued 20,00,000 (Twenty Lakhs) Redeemable
Preference Shares of Rs. 100/- each of the Company.
During the year, in compliance with Regulation 170(2) of SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018, the Company has received
differential price (additional securities premium account) of Rs. 10/- per equity share on
account of the price being revised from Rs.50/- to Rs.60/- per equity share for 19,00,000
equity shares allotted on 31st January 2022 pursuant to conversion of warrants issued on
preferential basis.
The Paid-up equity share capital of the Company stood at Rs.
23,91,25,000 (2,39,12,500 Equity shares to Rs.10/- each fully paid) as on 31st March 2023.
- DIVIDEND:
In order to retain the profits to strengthen the capital base and
improve the liquidity of the company, no dividend has been recommended by the Board for
the Financial Year ended 31st March 2023.
- TRANSFER TO RESERVES:
The Board of Directors of your company has decided not to transfer
any amount to the Reserves for the Year under review.
- CREDIT RATING:
The Credit rating of the Company remained unchanged during the
Financial Year under review.
- LISTING OF SHARES:
The Equity shares of the Company have been listed on the BSE
Limited. The Company has paid applicable listing fees to the Stock Exchange and
Depositories within stipulated time.
- NATURE OF BUSINESS:
The company continues to be an integrated Aqua Culture company with
Hatchery, Culture, feed and Shrimp Processing & Exports business and during the year,
the company has not changed its business.
- MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments, which affect
the financial position of the company that have occurred between the end of the financial
year to the date of this report.
- ALTERATION OF MEMORANDUM OF ASSOCIATION
The Company has altered the Capital Clause of Memorandum of
Association by reclassification of the Authorised Capital of the Company from Rs.
50,00,00,000/- (Rupees Fifty Crores only) divided into 3,00,00,000 (Three Crores) equity
shares of face value of Rs. 10/- each and 20,00,000 (Twenty Lakhs) Redeemable Preference
Shares of Rs. 100/- each to Rs. 50,00,00,000/-(Rupees Fifty Crores) divided into
5,00,00,000 (Five Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each, by cancelling
the existing unissued Redeemable Preference share capital divided into 20,00,000 (Twenty
Lakhs only) Redeemable Preference Shares of Rs. 100/- each.
- INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:
In accordance with Section 134(5) of the Act, the Company has
Internal Financial Control Policies by means of policies & procedures commensurate
with size and nature of operations. The Company's policies, procedures &
standards are developed to uphold internal controls across the organisation. These
controls ensure transactions are authorised,
recorded and reported correctly and assets are safeguarded and
protected against loss from unauthorised use or disposition. In addition, there are
operational controls and fraud risk controls, covering the entire spectrum of internal
financial controls. The controls were tested during the year and no material weakness
exists. Audit Committee of the Board, periodically reviews the internal audit plans and
observations/recommendations of Internal and Statutory Auditors. In accordance with Rule
8(5) (viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal
Financial Controls are adequate with reference to the financial statements.
- ANNUAL RETURN:
Pursuant to section 92(3) the Companies Act, 2013 and rule 12(1) of
the companies (Management and Administration) Rules, 2014, as amended from time to time,
the Annual Return filed for the financial year ended 31st March 2023 is available on the
Company's website and can be accessed at http://www.sharatindustries.com/
uploads/3/9/8/5/39859679/form_mgt_7_22-23.pdf
- DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
During the year under review, your Company has made an Equity
investment of 49% in United Aquatech Private Limited by subscribing to 49,000 (Forty-Nine
Thousand only) shares of face value Rs. 10/- each. Hence, during the year 2022-23, United
Aquatech Private Limited has become the Associate of the Company.
Highlights of Performance of Associate Company: The Company is
carrying on the business on Special Purpose Vehicle (SPV) basis for of development and
operation of Shrimp Farm at project Location. During the year, The Company's revenues
from operation for the FY 2022-2023 were Rs.2,84,79,000/- Crores which is registering
remarkable growth being 1st Year of Incorporation of Company. The earnings per share
(Basic and Diluted) for the year were (20.04) and incurred a loss of Rs. 20,04,000/-
Pursuant to section 129(3) of the Act, the statement containing the
salient features of the financial
statements of the Company's associate is enclosed as Annexure- II
of the Board Report.
- STATUTORY AUDITORS:
M/s A. R Krishnan & Associates, Chartered Accountants (FRN:
009805S) were re-appointed as statutory auditors of the Company for a second term of five
(5) consecutive years, to hold office from the conclusion of the 32nd Annual General
Meeting held on 29th September 2022 till the conclusion of 37th Annual General meeting.
- STATUTORY AUDITORS' REPORT,:
The Statutory Auditors report for the Financial Year 2022-23 does
not contain any qualification, reservation or adverse remark or disclaimer.
- CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
APPOINTMENT:
On recommendation of the Nomination and Remuneration Committee, the
Board had considered and approved the following:
- Appointment of Mr. Swayze Mani (DIN: 09604569) as an Additional Director (Non- Executive
Independent) with effect from 16th May 2022 for a term of five (5) consecutive years and
same was approved by the Shareholders of the Company in the Extra-Ordinary General Meeting
(EGM) held on 10th June 2022.
- Appointment of Mrs. Geetha Adhyam Bindu (DIN:07017187) as an Additional Director (Non-
Executive Independent) with effect from 10th February 2023 for a term of five (5)
consecutive years and same was approved by the Shareholders through Postal Ballot process
on 23rd March 2023.
RESIGNATION:
- Mr. CH. Kishore Kumar (DIN:00849345) resigned from the position of the Independent
Director of the Company with effect from 30th July 2022 due to his personal reasons and
other professional commitments.
There were no other material reasons of the resignation other than
those mentioned above.
- Mrs. Durga Thota (DIN:07138565) resigned from the position of the Independent Director
of the Company with effect from 01st March 2023 due to personal reasons and other
professional commitments.
There were no other material reasons of the resignation other than
those mentioned above.
RE-APPOINTMENT:
- Mr. Prasad Reddy Sabbella (DIN:00069094), Managing Director was re-appointed as Managing
Director for a period of 3 years with effect from 01st April 2023 to 31st March 2026 by
way of Special Resolution passed by the Shareholders of the Company through Postal ballot
process on 23rd March 2023.
- Mr. Sharat Reddy Sabbella (DIN:02929724), Whole Time Director was re-appointed as Whole-
Time Director for a period of 3 years with effect from 01st April 2023 to 31st March 2026
by way of Special Resolution passed by the Shareholders of the Company through Postal
ballot process on 23rd March 2023.
KEY MANAGERIAL PERSONNEL:
- Mrs. R. Jashvadha (Membership No: A64475) was appointed as a Company Secretary and
Compliance Officer with effect from 27th May 2022 and subsequently resigned from the
position of Company Secretary & Compliance officer with effect from 05th December 2022
after the closure of the business hours due to personal reasons.
- Mr. Durga Prasad resigned from the position of Chief Financial Officer with effect from
19th February 2023.
- Mr. N. Thyagarajan was appointed as Chief Financial Officer with effect from 21st
February 2023 and continuous to hold the position.
- Mr. M. Balamurugan (Membership No: A66115) was appointed as Company Secretary and
Compliance Officer with effect from 22nd April 2023 and continues to hold the position.
RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:
In terms of Section 152 of the Companies Act, 2013, Mr. Sharat
Reddy Sabbella (DIN:02929724) is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re- appointment.
The Board of Directors, based on the recom- mendation of the Nomination
and Remuneration Committee has recommended the re-appointment of Mr. Sharat Reddy Sabbella
(DIN:02929724) as Director of the Company.
- DECLARATION FROM INDEPENDENT DIRECTORS:
The Board of Directors has received declarations from all the
Independent Directors of the Company confirming that they meet with criteria of
Independence as prescribed both under sub- section (6) of Section 149 of the Companies
Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"). The Independent Directors have also complied with the Code of Conduct
prescribed in Schedule IV to the Act.
In accordance with Companies (Appointment & Qualification of
Directors) Fifth Amendment Rules, 2019, Company has received declarations from Independent
Directors confirming that they have registered with the Independent Directors Data Bank
through Indian Institute of Corporate Affairs.
Information on familiarization program to Independent Directors is
provided in the Corporate Governance Report section of this Annual Report.
- SEPARATE MEETING OF INDEPENDENT DIRECTORS
Separate meeting of Independent Directors was held on 23rd February
2023 to review the performance ofthe Non-Independent Directors and the Board as a whole,
to review the performance of Chairperson of the Company and assess the quality, quantity
and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively
and reasonably perform its duties.
- DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause
(c) of sub-section (3) of Section 134 & 134
- of the Companies Act, 2013, shall state that:-
- that the financial statements for the year ended March 31, 2023 have been prepared in
conformity with Indian Accounting Standards (Ind AS) and requirements of the Act, and that
of guidelines issued by SEBI, to the extent applicable to the Company along with proper
explanation relating to material departures;
- The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company as at 31st March 2023 and of the profit of the
company for the year ended on that date;
- The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
- The directors had prepared the annual accounts on a going concern basis;
- The directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.
- The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
- NUMBER OF MEETINGS OF THE BOARD:
During the Financial Year 2022-23 under review, the Board of
Directors of the company met 9 (Nine) times i.e., on 16th May 2022, 27th May 2022, 30th
July 2022, 31st August 2022, 10th October 2022, 08th November 2022,
14th January 2023, 10th February 2023 & 23rd February 2023.
The further details relating to the Board meetings are given in
Corporate Governance Section of this Annual Report. The gap between any two Meetings was
within the period prescribed in the Companies Act 2013 and SEBI LODR.
- POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
As on date of this report, the Board consists of 6 (Six) Directors,
of which 2 (Two) are Executive Directors (one Managing Director and one Whole-Time
Director), 4 (Four) are Non-executive Directors (Three are Independent and one is
Non-Independent) Director. The policy of the Company on Director's appointment and
remuneration, including criteria for determining qualifications, independence and other
matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 (the
Act) is available on the Company's website at http://www.
sharatindustries.com/uploads/3/9/8/5/39859679/ sharat_industries_remuneration_policy.pdf
- AUDIT COMMITTEE:
Your Company has an Audit Committee pursuant to the requirements of
the Act read with Rules framed there under and SEBI (LODR) Regulations, 2015. The details
relating to the same are given in the report on Corporate Governance forming part of this
Report. During FY 2022-23 the recommendations of Audit Committee were duly accepted by the
Board.
- VIGIL MECHANISM/ WHISTLE – BLOWER POLICY:
Pursuant to Section 177(9) of the Companies Act, 2013 and
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Company has formulated a whistle blower mechanism for directors and employees to
report concerns about unethical behavior, actual or suspected frauds or violation of the
Company's code of conduct and ethics. The Audit Committee of the Board oversees the
functioning of Whistle Blower Policy. The Whistle
Blower Policy covering all the employees and directors is available in
the Company's website. The Vigil Mechanism Policy has been uploaded on the website of
the Company at http://www.sharatindustries.com/
uploads/3/9/8/5/39859679/sharat_industries_vigil_mechanism_and_whistle-blower_policy.pdf
- RISK MANAGEMENT:
The risk management is based on the clear understanding of the
variety of risks that the organization faces, disciplined risk monitoring and measurement
and continuous risk assessment and mitigation reserves.
- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The details of conservation of energy, technology absorption,
foreign exchange earnings and outgo are as follows:
- Conservation of energy
S.No |
Particulars
|
FY 2022-2023
|
| (i) |
the steps taken or impact on conservation of
energy |
We have decided to replace all
the ABCs at main control room and promote energy con- servation by using LED lights
instead of tradi- tional lighting methods. |
| (ii) |
The steps taken by the company for utilizing
alternate sources of energy |
Need to plan stand by DG set
for the replacement of old 725 KVA DG set and synchronization setups. |
| (iii) |
the capital investment on energy conservation
equipments |
Rs. 2-3 lakhs |
- Technology absorption:
| S.No |
Particulars
|
FY 2022-2023
|
| (i) |
The efforts made towards technology absorption |
Installed evaporative
condenser for replacement of old and commissioned to carry to production full load. |
| (ii) |
the benefits derived like
product improvement, cost reduction, product development or import substitution |
Installed all VFD drives to system motors /com-
pressor units |
|
(iii)
|
in case of imported technology
(imported dur- ing the last three years reckoned from the be- ginning of the financial
year)- |
Evaporative condensers, grading machinery etc. |
|
(a) the details of technology imported |
System upgraded with drives an operation |
|
(b) the year of import; |
2022-2023 |
|
(c) whether the technology been fully absorbed
|
Yes 90% of technology absorbed |
|
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof
|
One old screw compressor is replaced with new
motor and another one will be planned |
| (iv) |
the expenditure incurred on Research and De-
velopment |
Rs. 8-10 lakhs |
- FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, the details of Foreign Exchange
Earnings and outgo are as under:
Particulars |
FY 2022-2023 (Rs. in
Lakhs) |
FY 2021-2022 (Rs. in
Lakhs) |
| Foreign Exchange |
23,072.44/- |
15,041.85/- |
| Foreign Outgo |
650.12/- |
860.07/- |
- CORPORATE SOCIAL RESPONSIBILITY(CSR):
The company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section 135(1) of the
Companies Act, 2013 and hence it is not required to formulate policy on corporate social
responsibility.
- CORPORATE GOVERNANCE:
In accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations), a Compliance report on Corporate
Governance as per Schedule V of the Listing Regulations, along with a Certificate of
Compliance from the Practicing Company Secretary forms part of this report. ANNEXURE-VI
- DEPOSITS
During the year under review, your Company has not invited or
accepted any deposits from the public under Section 76 of the Companies Act, 2013 and
Rules made there under.
- PARTICULARS OF EMPLOYEES REMUNERATION:
The information as required under the provisions of Section 197(12)
of the Companies Act, 2013 and read with Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in
ANNEXURE - IV& V attached herewith which forms part of this report.
The statement containing such particulars of employees as required in
terms of the provisions of
Section 197(12) of the Actread with rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part
of the Annual Report. Pursuant to the provisions of the Section 136(1) of the Companies
Act, 2013, the reports and accounts, as set out therein, are being sent to all members of
the Company, excluding the aforesaid information and the same is open for inspection at
the registered office of the Company during working hours up to the date of Annual General
Meeting and if any member is interested in obtaining such information, may write to the
Company Secretary at the registered office of the Company in this regard.
- MANAGERIAL REMUNERATION RECEIVED FROM THE COMPANY, HOLDING OR SUBSIDIARY COMPANY:
During the year, the Company has no holding or subsidiary Company.
|
Name
|
Designation |
Remuneration
received from the Company for the FY 22-23 (Rs. in Lakhs) |
| Mr. Prasad Reddy Sabbella |
Managing Director |
72/- |
| Mr. Sharat Reddy Sabbella |
Whole-Time Director |
60/- |
- PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 DETAILS OFLOANS:
The Company has not given any loans under the provision of section
186 of the Companies Act, 2013. However, the Company has given guarantee and made
investment as per the provisions of section 186 of the Companies Act 2013. The details of
which is mentioned in the notes of the financial statements forming part of this annual
report.
- PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions entered during the year were in
ordinary course of business and on arm's length basis.
There are no materially significant related party transactions that may
have potential conflict with interest of the company at large.
The details of the related party transactions as per Indian Accounting
Standards (Ind AS) – 24 are set out in the notes to the Financial Statements of the
Company.
Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013
read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out the ANNEXURE - III
to the report.
The policy on Related Party Transaction as approved and can be accessed
at the website of the Company
http://www.sharatindustries.com/uploads/3/9/8/5/39859679/sharat_industries_rtp.pdf
- COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:
During the Financial Year 2022-2023, your company has complied with
applicable Secretarial Standards, namely SS-1 & SS-2 issued by Company Secretaries of
India.
- ANNUAL SECRETARIAL COMPLIANCE REPORT
Annual Secretarial Compliance report for the Financial Year ended
31st March, 2023 on the compliance of all applicable SEBI regulation and
circulars/guidelines, issued by Mr. S. Ganesan, Company Secretary in Practice was
submitted to BSE Limited.
- SECRETARIAL AUDITOR ‘S REPORT
In terms of Section 204(1) of the companies Act 2013, read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014,
the Board of Directors has appointed M/s. BP & Associates, Practicing Company
Secretaries, Chennai as Secretarial Auditors of the Company for conducting the Secretarial
Audit for the financial year 2022-2023.The report of the Secretarial Auditor is Annexure
–I to this report.
The Secretarial Audit report for the financial year ended 31st March
2023 contains qualification and clarification by the Board is as follows:
| S. No |
Observations/Remarks
|
Response by the Company
|
| 1. |
The Company was not able to
appoint Compliance officer as per the Regulation 6(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regula- tions, 2015 from 12th January 2022 to 26th May 2022 and
06th December 2022 to 21st April 2023 due to resignations of Mr. Vignesh Ram, (Member-
ship No. A32958) (Resignation dated 11th Janu- ary, 2022) and Mrs. R. Jashvadha
(Membership No. A64475) (Resignation dated 05th December, 2022) respectively. |
The Company has taken
necessary steps to ad- dress gap in the appointment of compliance of- ficer and appointed
Mr. M. Balamurugan (A66115) as Compliance officer with effect from 22nd April 2023. |
| S. No |
Observations/Remarks
|
Response by the Company
|
| 2. |
The Company has not followed
the procedure for reclassification of Promoters as per the Regu- lation 31A of SEBI
(Listing Obligations and Dis- closure Requirements) Regulations, 2015. |
Few shareholders of the
Company belonging to the Public Category were inadvertently classified as the
"Promoters" of the Company. Subsequently, the Company took steps to rectify the
same by reclassifying the promoter category as envisaged under the provisions of
Regulations 31A of SEBI (LODR) Regulations, 2015. |
| 3. |
The company has a Structured
Digital Database (SDD) for handling Unpublished Price Sensitive information. However,
there were gaps in the im- plementation of SDD in line with Regulation 3(5) of SEBI
(Prohibition of Insider Trading) Regulations, 2015. |
The Gaps have been rectified
by the company, Now Company has proper control in the Struc- tured Digital Database (SDD)
for handling Unpub- lished Price Sensitive information. |
| 4. |
The Company has not filed
certain forms and maintained register as required under other laws that are applicable to
the Company. |
The Company has taken the
cognizes of the fact and will take all the possible steps to comply with the provisions of
other laws applicable to company. |
| 5. |
There was one instance where
the Company didn't make disclosure to the stock exchange as required under Regulation
30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 |
The Company will take all the possible steps to
avoid this type of non-compliance in future. |
- INTERNAL AUDIT:
Pursuant to Section 138 of the Companies Act, 2013 read with Rule
13 of the Companies (Accounts) Rules, 2014 and all other applicable provisions (including
any amendment thereto) if any of the Companies Act, 2013, M/s. P S S & CO Chartered
Accountants, Chennai were appointed as the Internal Auditors of the Company for the
Financial Year 2022-2023.
- COST AUDIT:
The provisions of the Cost Audit are not applicable to the Company.
- MANAGEMENT DISCUSSION AND ANALYSIS REPORT.
Management Discussion and Analysis Report of the company for the
year under review as required under Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is included in this report.
- SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNAL
During the financial year under review the Company has not received
any orders, Notices from Regulators/ Courts/Tribunal impacting the going concern status
and future operations of the Company.
- OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
To prevent sexual harassment of women at work place, a new act The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
has been notified on 9thDecember, 2013 and
every company is required to set up an Internal Complaints Committee to
look into complaints relating to sexual harassment at work place of any women employee.
Your Company has adopted a policy for prevention of Sexual Harassment
of Women at workplace and has set up Committee for implementation of said policy. During
the year Company has not received any complaint of harassment.
- MECHANISM FOR BOARD EVALUATION:
Regulation 17(10) of SEBI (LODR) Regulations, 2015 states that the
Board shall monitor and review the Board evaluation framework. The Companies Act, 2013
states that a formal Annual Evaluation needs to be made by the Board of its own
performance and that of its committees and individual Directors.
Schedule IV of the Companies Act, 2013 states that the performance
evaluation of the Independent Directors shall be done by the entire Board of Directors,
excluding the Director being evaluated.
The Directors evaluation was broadly based on the parameters such as
understanding of the Company's vision and objective, skills, knowledge and
experience, participation and attendance in Board/Committee meetings; governance and
contribution to strategy; interpersonal skills etc.
The Board has carried out the annual performance evaluation of its own
performance the Directors individually as well as evaluation of the working of its Board
Committees. A structured questionnaire was prepared covering various aspects of the
Board's functioning such as adequacy of the composition of the Board and its
Committees, Board Culture, execution and performance of specific duties, obligations and
governance.
- PREVENTION OF INSIDER TRADING:
The Company has a policy viz., Code of Conduct to regulate, monitor
and report trading by designated person and same has been posted on the website of the
company http://www.sharatindustries.com/
uploads/3/9/8/5/39859679/code_of_conduct_for_insider_trading.pdf
- PERSONNEL:
The relations between the management and the staff were very
cordial throughout the year. Your Directors take this opportunity to record their
appreciation for the co-operation and loyal services rendered by the employees.
- GENERAL
Your directors state that no disclosure or reporting is required of
the following matter as there were no transaction on these matters during the year under
review:
- Issue of equity shares with differential rights as to divided, voting or otherwise.
- Issue of shares to employees of the Company under any scheme
- No instance of fraud reported by the Auditors under section 143 (12) of the Act.
- There are no proceedings pending under the Insolvency and Bankruptcy code, 2016.
- There was no instance of one-time settlement with any Banks or financial institution.
- ACKNOWLEDGEMENTS:
Your Directors gratefully acknowledge with thanks the constructive
guidance and co-operation extended by MPEDA, Axis Bank and Government of Andhra Pradesh,
Tamil Nadu and also to employees at all levels, suppliers, dealers and customers for their
strong support.
Your Directors also thank the shareholders for their continued
confidence and trust placed by them with the Company.
By Order of the Board of Directors For SHARAT INDUSTRIES LIMITED
| Place: Nellore Date: 12th August 2023 |
Prasad Reddy Sabbella
Managing Director
|
Sharat Reddy Sabbella
Whole-time Director
|
|
DIN: 00069094
|
DIN: 02929724
|
