Dear Members
Your's directors have pleasure in presenting the Thirty-Eighth 38th Board
Report on the business and operations of the Company together with the financial
statements for the financial year ended on 31st March, 2023.
Financial Summary
Rs. In Lakhs
Particular |
Standalone |
Consolidated |
|
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
Revenue from operations |
2,69,993.58 |
2,25,531.32 |
2,69,993.58 |
2,25,531.32 |
Other Income |
4,173.65 |
2,953.61 |
4,173.65 |
2,953.61 |
Total Revenue |
2,74,167.23 |
2,28,484.93 |
2,74,167.23 |
2,28,484.93 |
Profit before Financial Charges, Depreciation |
32,349.66 |
25,732.38 |
32,349.66 |
25,732.38 |
Less: Financial Costs |
191.22 |
147.50 |
191.22 |
147.50 |
Profit before Depreciation, Exceptional Items & Taxes |
32,158.44 |
25,584.88 |
32,158.44 |
25,584.88 |
A. Depreciation |
4,627.19 |
4,065.09 |
4,627.19 |
4,065.09 |
B. Exceptional items |
- |
- |
- |
- |
Taxation |
|
|
|
|
Current Tax |
7,173.61 |
5,539.88 |
7,173.61 |
5,539.88 |
Deferred Tax Charged/ (Released) |
(184.89) |
(169.58) |
(184.89) |
(169.58)) |
Profit for the year before share of profit/ (loss) of associates and joint venture |
20,542.53 |
16,149.49 |
20,542.53 |
16,149.49 |
Share of profit/(loss) of associate (net of tax) |
- |
- |
11.46 |
(17.85) |
Share of profit/(loss) of Joint venture (net of tax) |
- |
- |
279.41 |
(1,210.13) |
Profit for the year |
20,542.53 |
16,149.49 |
20,833.40 |
14,921.51 |
Other comprehensive income (net of tax) |
85.88 |
64.78 |
85.88 |
64.78 |
Add: Profit brought forward from previous year |
38,356.41 |
22,924.08 |
35,668.86 |
21,464.51 |
Profit available for appropriation |
58,984.82 |
39,138.35 |
56,588.14 |
36,450.80 |
Appropriations |
|
|
|
|
Dividend |
2,423.13 |
781.94 |
2,423.13 |
781.94 |
Transferred to General Reserves |
- |
- |
- |
- |
Balance carried forward to Balance Sheet |
56,561.69 |
38,356.41 |
54,165.01 |
35,668.86 |
Paid-up equity share capital (Face value of Rs. 2/- each) |
594.63 |
594.63 |
594.63 |
594.63 |
Operational Performance
Consolidated performance
During the year under review, the total revenue from operations and other income was
Rs. 2,74,167.23 Lakhs as against Rs. 2,28,484.93 Lakhs of previous year. Profit before
taxation was Rs. 27,822.12 Lakhs as against Rs. 20,291.81 Lakhs of previous year (i.e.,
Increased by approx. 37.10%) during the year whereas the finance cost has been increased
to Rs. 191.22 Lakhs from Rs. 147.50 Lakhs. Net Profit after taxes of the Company has
Increased by approx. 39.60% year on year basis.
Reserves
During the year under review, the Company has not transferred any amount to the
reserves.
Change in the Nature of Business
During the year under review; the Company has not changed the nature of its Business.
Share Capital
There was no change in the share capital during the year under review. Further, in
pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015 and SEBI Notification no. SEBI/ LAD-NRO/GN/2022/66 dated January 24,
2022) and related circulars thereafter, the were no securities during the year under
review, required to be transferred into demat suspense account or unclaimed suspense
account and disclosure is not applicable for the period ended 31st March, 2023
Subsidiary, Joint Arrangements and Associate Companies
During the year under review, no Company has become or ceased to be Subsidiary, JV or
Associate the Company. The details of Subsidiary, Joint Venture and Associate Companies is
as under :
Subsidiary Company
Uddipt Mobility Private Limited
Associate Company
Relan Industries Finance Limited
Joint Venture Company
Exhaust Technology Private Limited Financial Performance, percentage of Holding and
other financial parameters for the FY 2022-23 of the Subsidiary, Associates and Joint
Venture Companies are disclosed in the financial statements which form part of this annual
report. A statement in form AOC-1, containing the salient features of the financial
statements of the joint venture and associate company is provided as Annexure I.
Dividend and Dividend Distribution Policy
Based on the financial performance of the Company, the Board of Directors of the
Company at its Meeting held on 18th May, 2023, has recommended a final dividend
of Rs. 17.27/- per equity of face value of Rs. 2 each i.e. 864 percent on the paid-up
share capital, for the FY 2022-23.
The Dividend Distribution Policy of the Company is available on the Company's website
at: https://www. shardamotor.com/wp-content/uploads/2021/07/
DIVIDEND-DISTRIBUTION-POLICY.pdf The said Policy shall provide the Shareholders
understanding the Dividend aspect of the Company with the following parameters:
the circumstances under which the shareholders of the listed entities should or
should not expect dividends;
the financial parameters that shall be considered while declaring dividend;
internal and external factors that shall be considered for declaration of
dividend;
policy as to how the retained earnings shall be utilised; and
parameters that shall be adopted with regard to various classes of shares.
Directors and Key Managerial Personnel
The existing composition of the Board is fully in conformity with the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") including any statutory modification(s) /amendment(s)
thereof for the time being in force. The detail composition of Board Committees thereof is
given the Corporate Governance Report forming part of this Board Report.
Further, all the Directors of the Company have given the declaration that they are not
debarred from being appointed / re-appointed or continuing as Director of the Company by
the virtue of any Order passed by the SEBI, Ministry of Corporate Affairs or any such
Statutory Authority. All the Independent Directors meet/fulfills the criteria/conditions
of Independence as prescribed under the Companies Act and Listing Regulations and are
Independent of the Management of the Company.
The Company has received the declaration from all the Independent Directors confirming
that they meet the criteria of Independence as prescribed under Section 149(6) of the
Companies Act, 2013 read with the schedules and rules made there under along with
declaration for compliance with clause 16 of the Listing Regulations.
During the year under review, the shareholders of the Company at its 37th
Annual General Meeting have approved the following:
Smt. Sharda Relan, Director of the Company liable to retire by rotation was
re-appointed as Non - Executive Director of the Company.
In pursuant to section 152 of the Companies Act, 2013, the Board of Directors of the
Company at its Meeting held on 10th August, 2023 has considered and recommended
the re-appointment of Shri Nitin Vishnoi, Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting, considering that, being eligible he
offered himself for re-appointment.
A brief profile of the above-mentioned director seeking re-appointment at the ensuing
38th Annual General Meeting (38th AGM) of the Company has been
provided in the Explanatory Statement of the Notice of this AGM. In compliance with the
provisions of the Companies Act, 2013, Listing Regulations and other applicable
provisions, if any, the required consents/declarations showing the willingness and
confirming that he is eligible and not disqualified from being appointed / re-appointed /
continued as Director was duly received from him.
Further due to the sad demise of Shri Satinder Kumar Lambah, Non-Executive Independent
Director on 30th June, 2022, he ceases to be associated as "Non-Executive
Independent Director" of the company, and Chairperson of the Stakeholders'
Relationship Committee, Nomination & Remuneration Committee, and member of the Audit
Committee, the Corporate Social Responsibility Committee and the Risk Management Committee
of the Company. He has been associated with the Company since 2016 and have given
remarkable contribution vide suggestions and recommendations given by them. We can testify
to his sincerity, abilities, knowledge and professionalism.
All the Non-Executive Directors have extensive business experience and are considered
by the Board to be independent in character and judgment of the management of the Company
and free from any business or other relationship, which could materially interfere with
the exercise of their independent judgment and had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission, and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board / Committee
of the Company.
Shri Sriniwasan Narasimhan, Chief Financial Officer of the Company ceased to be
associated with the Company w.e.f. 14th November, 2022 and Shri Puru Aggarwal
has been appointed as the President and Group Chief Financial Officer w.e.f. 14th
November, 2022.
During the year under review, except for the above-mentioned, there was no change in
the Directorship & Key Managerial Personnel(s) of the Company.
Number of Meetings of the Board
The number of Board and committee meetings including the date of the meeting and
attendance thereof by each director during the year is given in the Report on Corporate
Governance that forms part of this Annual Report. The compliance of intervening gap
between any two meetings was well within the purview of Companies Act, 2013 & SEBI
Listing Regulations, read with Circulars/notifications/ amendments thereof as may be
issued/notified by Ministry of Corporate Affairs & SEBI from time to time.
Board-Level Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations and other
applicable provisions, if any. The Board of Directors ("Board") at its meeting
held on 18th May, 2023 carried out the performance evaluation of its own
performance and that of its committees and individual directors. A suggestive evaluation
format (structured questionnaire) for the performance evaluation, based on the approved
criteria, was provided to all the Directors for their evaluation and was also
placed/presented before the members of the Board to give their comments therein for
facilitating the performance evaluation of individual directors, the Board as a whole and
its committees.
Based on the above, the performance of the Board was evaluated through the ratings
given by each Director based on the structured questionnaire that was prepared after
considering the approved criteria such as the Board composition and structure,
effectiveness of board processes, contribution toward the development of the strategy etc.
The performance of the committees was also evaluated by the Board after seeking inputs/
ratings from the committee members on the basis of the approved criteria such as the
composition of committees, effectiveness of committee meetings etc.
The Board deliberated and found that the overall performance of individual directors
and the Board as a whole and its committees were satisfactory. The Board of Directors has
reviewed the performance of the individual directors, including both independent and
non-independent, on the basis of the evaluation criteria like qualification &
experience, attendance of directors at Board and committee meetings, conflict of interest,
effective participation, integrity, knowledge & competencies, domain knowledge,
compliance with code of conduct, independent judgment, vision, and strategy etc.
In a separate meeting of independent directors, the performance of non-independent
directors, the performance of the Board as a whole, and the performance of the Chairperson
were evaluated taking into account the views of executive directors and non-executive
directors. The same was discussed in the next board meeting held after the meeting of the
independent directors held on 27th March, 2023 at which the performance of the
Board, its committees and individual directors was also discussed.
The Directors expressed their satisfaction with the evaluation process. The Board also
noted that the Independent Directors fulfill the independence criteria as specified in the
Listing Regulations and are Independent of the Management of the Company.
Nomination, Remuneration & Evaluation Policy
Pursuant to Section 134(3) read with Section 178 of the Companies Act, 2013, the
nomination and remuneration policy of the Company lays down the criteria for determining
qualifications, competencies, positive attributes, and independence for appointment of
Directors and policies of the Company relating to remuneration of Directors, Key
Managerial Personnel(s) ("KMP") and other employees is available on the
Company's website at https://www.shardamotor.com/wp-content/uploads/2018/08/NRC-policy.pdf
Audit Committee
The audit committee comprises four members out of which three are independent directors
including Shri Kishan N Parikh, an Independent Director, who is the Chairperson of the
Committee. Smt. Sharda Relan, Non-Executive Director of the Company is also a Member of
the Committee. All the members of the committee have adequate financial & accounting
knowledge and background. Detailed information regarding the number of committee meetings,
terms of reference, etc. is provided in the Corporate Governance Report forming part of
this annual report. All recommendations of the Audit Committee, whenever made, were
accepted by the Board during the FY 2022-23
Auditors
Statutory Auditors & Auditors Reports
Pursuant to the provisions of Section 139 and other applicable provisions of the Act
and the Companies (Audit and Auditors) Rules, 2014, M/s. S. R. Dinodia & Co., LLP,
Chartered Accountants (Firm Registration No. 001478N/N500005) were appointed by the
Members as Statutory Auditors of the Company, for a term of 5 (five) consecutive years,
from the conclusion of the 37th Annual General Meeting of the Company held on
20th September, 2022, till the conclusion of 42nd Annual General
Meeting of the Company to be held in the year 2027. During the year under review, there
was no incident related to fraud that was reported to the Audit Committee or Board of
Directors under section 143(12) of the Companies Act, 2013 by the Statutory Auditors of
the Company. Hence, no detail is required to be disclosed under Section 134(3)(ca) of the
said Act. The Auditors' Reports (Standalone & Consolidated) to the Shareholders does
not contain any qualification, reservation or adverse remarks. The notes on Financial
Statement referred to in the Auditors' Report are self-explanatory and do not require any
further comments.
Secretarial Auditors & Auditors Reports
Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, is any,
the Board of Directors has appointed M/s.VKC & Associates, Company Secretaries in
practice, bearing CP. No. 4548 as Secretarial Auditor of the Company, to conduct
Secretarial Auditor the Company for the FY 2022-23. The Secretarial Audit Report for the
FY ended 31st March, 2023, is annexed herewith marked as Annexure II to
this Report.
Further, the Board of Directors of the Company at its Meeting held on 10th August,
2023, has considered and approved the appointment of M/s. VKC & Associates, Company
Secretaries in practice, bearing CP. No. 4548 as Secretarial Auditor of the Company for
the FY 2023-24.
Cost Auditors & Cost Audit Report
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records
and Audit) Rules, 2014, and based on the recommendation of the audit committee, the Board
of Directors of the Company has appointed M/s. Gurdeep Singh & Associates (holding M.
No. 9967) as Cost Auditors of the Company for conducting the cost audit for the FY
2022-23, considering that the remuneration has also been approved by the members at the 37th
Annual General Meeting. The Company has also received a letter from Cost Auditors of the
Company to the effect that their, appointment is within the limits prescribed as per the
Companies Act, 2013 and are not disqualified from being appointed as Cost Auditors of the
Company.
Further, the Board of Directors of the Company at its Meeting held on 10th August,
2023, has considered and approved the appointment of M/s. Gurdeep Singh & Associates
(holding M. No. 9967) as Cost Auditors of the Company for conducting the cost audit for
the FY 2023-24 subject to the ratification of remuneration by the members that have been
placed before the ensuing 38th Annual General Meeting. Further, on the
recommendation of the Audit Committee, the Company has made and maintained all such
accounts and cost records, as specified in section 148 of the Companies Act, 2013 read
with sub-rule (5) of rule 8 of the Companies (Accounts) Rules, 2014.
Employees Stock Option Scheme
In view of retaining the talented and motivating the employees to perform better and
improve shareholders' value of the Company, the Shareholders of the Company vide.
shareholders resolution passed through postal ballot on July 8, 2022 has considered and
approved the "Sharda Motor Industries Limited Stock Option Scheme 2022"
("Scheme"), therefore based on the approvals / recommendations of Board of
Director & Nomination & Remuneration Committee of the Company (at their Meeting
held on May 27, 2022), the Company is looking forward with the filing of Application
seeking the in-principal approval. The brief outlines of the Scheme are as:
1. Persons eligible for Scheme: Employees of the Company working in India /
Outside India and shall be Tenure, Performance and the contribution of the Employee to the
growth of the Company.
2. Total number of shares reserved under the scheme and under grant: The
Nomination and Remuneration Committee may from time-to-time Grant Options to one or more
Employee(s), which may include recurring Options to the same Employee. The aggregate
number of Shares underlying an Option that may be granted under the Plan shall be decided
by the Nomination and Remuneration Committee / shall not exceed 3,00,000 equity shares of
face value of Rs. 2, each fully paid up, of the Company. The number of shared entitled the
grant are 3,00,000 equity shares of face value of Rs. 2 each fully paid up, of the
Company.
3. Pricing: The Exercise Price per Option shall be equal to the Market Price of
the Shares on the Grant Date or at such discount to the Market Price as may be determined
by the Nomination and Remuneration Committee subject to Applicable Laws.
4. Vesting Period under Scheme: Options granted under ESOP 2022 would vest after
expiry of minimum of 1 (One) year but not later than maximum of 6 (Six) years from the
Grant Date of such Options. The minimum Vesting Period of one year shall not apply to
cases of separation from employment due to death or Permanent Disability.
5. The Exercise Period: Vested Options shall be maximum of 5 (Five) years from
the date of Vesting of such Options.
From the date of approval of "Sharda Motor Industries Limited Stock Option Scheme
2022", till the end of FY 2022-23, "No option" was granted therefore
disclosure required under 12(9) of the Companies (Share Capital and Debentures) Rule 2014,
not applicable.
Application / Any Proceeding under the Insolvency and Bankruptcy Code, 2016
During the year under review, the Company has not made any Application and nor any
proceeding pending under the Insolvency and Bankruptcy Code, 2016.
Valuation
During the year under review, the Company has not performed any Valuation for one time
settlement and for taking loan from the Banks or Financial Institutions. Therefore the
details of Valuation and its difference between amount of valuation are not applicable.
Corporate Social Responsibility
The Board of Directors of the Company has majorly identified/approved and complied with
the following:
Identified the Ongoing Projects in which the Company shall undertake its CSR
Activities / Obligation through "Sharda CSR Foundation Trust" for the FY
2022-23.
Opening of "Sharda Motor Industries Limited - Unspent CSR Account FY
2022-23".
Transferring Unspent CSR Amount that remains unspent for the FY 2022-23 for the
utilization of funds over the identified Ongoing Project.
Devising of Annual Action Plan for carrying out the CSR activities for the FY
2023-24.
Further, the Company has transferred an amount of Rs. 214.06 Lakhs to "Sharda
Motor Industries Limited Unspent CSR Account FY 2022-23, indeed to the
accomplishment of the CSR Obligations as identified by the CSR Committee & Board of
Directors as Ongoing Project i.e. Support Poor, Sharda Green India Campaign, Sharda
Medicare, Sharda Clean India Campaign & Sharda Educate. The said
amount shall be utilized in a period of three years for such activities as identified
under the aforesaid Ongoing Projects for the FY 2022-23 for the benefit of the Society.
Details of the composition of the Committee, number of meetings, and attendance at the
meetings are provided in the Corporate Governance Report forming part of this annual
report. The revised Corporate Social Responsibility Policy of the Company is available on
the website of the Company at https://www.shardamotor.com/wp-content/
uploads/2016/07/Corporate-Social-Responsibility-Policy-1.pdf In terms of Section 135 and
rules made thereunder an annual report on CSR activities, expenditure, committee
composition etc. is provided as Annexure III to the Director's report.
Annual Return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as
on 31st March, 2023 is available on the Company's website under Section
"Announcement" of the enclosed link:
https://www.shardamotor.com/investor-relations/ annual-report/
Particulars of Employees and Senior Management
The details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are forming part of this report as Annexure-IV.
The statement containing details of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this report as
Annexure V.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo as required under Section134(3) (m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed here with marked as Annexure
VI to this Report.
Particulars of Loans, Guarantees or Investments
The particulars of Loans, guarantees, and investments under section 186 have been
disclosed in the financial statements.
Particular of Contracts or Arrangements with Related Parties
The particulars of contracts or arrangements with related parties referred to in
section 188(1) of the Companies Act, 2013, in Form AOC - 2 are appended as Annexure-VII
forming part of this report. The policy on materiality of and dealing with related
party transactions is available on the Company's website at
https://www.shardamotor.com/investor-relations/.
Further, the transactions belonging to the promoter/promoter group holding 10 Percent
or more shareholding in the Company are for Shri Ajay Relan, Promoter/ Managing Director
of the Company is holding 58.42 Percent of Equity Shares in the Company. The above detail
is also provided in the Related Party Disclosures in Note No. 38 of Notes to Financial
Statements for the year ended 31st March, 2023, forms part of this Annual
Report.
Corporate Governance
We strive to attain high standards of corporate governance while dealing with all our
stakeholders and have complied with all the mandatory requirements relating to Corporate
Governance as stipulated in Para C of Schedule V of Listing Regulation. The "Report
on Corporate Governance" forms an integral part of this report and is set out as a
separate section to this annual report. A certificate from S. R. Dinodia & Co., LLP,
Chartered Accountants (Firm Registration No. 001478N/N500005), the Statutory Auditors of
the Company, certifying compliance with the conditions of corporate governance stipulated
in Para E of Schedule V of Listing Regulations is annexed with the report on corporate
governance.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulation, is
presented in a separate section forming part of this Annual Report.
Vigil Mechanism
The Company has a vigil mechanism for directors and employees to report their genuine
concerns. Vigil Mechanism / Whistle Blower Policy is available on the Company's website at
http://www. shardamotor.com/wp-content/uploads/2021/08/ Whistle-Blower- Policy.pdf
Public Deposits
During the year under review, the Company has not accepted any deposits from the public
covered under chapter V of the Companies Act, 2013 and no amount was outstanding as on the
date of Balance Sheet.
Material Changes and Commitments, if any, affecting the Financial Position of the
Company
During the year under review, there were no material changes and commitments affecting
the financial position of the Company.
The Details of Significant and Material orders passed by the Regulators or Courts or
Tribunals
During the year under review, no material orders have been passed by the
Regulators/Courts or Tribunals that can impact the going concern status and Company's
operation in the future.
Risk Assessment, Risk Minimisation Procedure
In line with the new regulatory requirements, the Company has formally framed a Risk
Assessment and Risk Minimisation Procedure to identify and assess the key risk areas and
monitor the same. The Board periodically reviews the risks and suggests steps to be taken
to control the risks. Details on the Company's risk management framework, risk evaluation,
risk identification, etc. is provided in the Management Discussion and Analysis Report
forming part of this report.
Risk Management Committee & Policy
The details regarding the constitution of the Risk Management Committee are provided in
the Corporate Governance Report and the Risk Management Policy is available on the
Company's website at
https://www.shardamotor.com/wp-content/uploads/2021/07/Risk-Management-Policy-1.pdf. The
said Policy shall provide the Shareholders with the understanding of Risk
factors/parameters and its process of monitoring and mitigation.
Disclosure in terms of Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company values the dignity of individuals and strives to provide a safe and
respectable work environment to all its employees. The Company is committed to provide an
environment, which is free of discrimination, intimidation and abuse. The Company believes
that it is the responsibility of the organisation to protect the dignity of its employees
and also to avoid conflicts and disruptions in the work environment due to such cases.
The Company has put in place a Policy on redressal of Sexual Harassment at Work
Place' as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("Sexual Harassment Act"). As per the policy, employees may
report their complaint to the Redressal Committee / Internal Complaints Committee at all
the units, constituted with duly compliance under the Sexual Harassment Act.
During the year review, no complaint was received / filed by any person and no
complaint is pending to be resolved as at the end of the year.
Business Responsibility and Sustainability Report
In pursuant to the Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015, the Company has prepared its first Business Responsibility
and Sustainability Report detailing the various initiatives taken by the Company on the
environment, social, governance and various other factors, which form an integral part of
Annual Report as Annexure VIII.
Directors' Responsibility Statement
In terms of Section 134(3)(c) read with 134(5) of the Companies Act, 2013, it is hereby
stated that:
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed;
b) Appropriate accounting policies have been selected and applied consistently and
judgments and estimates made 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
and loss of the Company for the year ended on that date;
c) Proper and sufficient care has been taken 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;
d) The annual accounts have been prepared on a going concern basis;
e) Internal financial controls have been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
f) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Internal Financial Control Systems and their Adequacy
The details in respect of internal financial control and their adequacy are included in
the Management Discussion and Analysis Report, which forms part of this annual report.
Secretarial Standards
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of
the Board of Directors' and General Meetings', respectively, have been duly followed
by the Company during the year under review.
Impact of Covid-19 Pandemic
The World Health Organisation (WHO) on March 11, 2020, has declared the novel
coronavirus (COVID-19) outbreak a global pandemic. The COVID-19 pandemic has adversely
affected the business and industrial activity and caused extraordinary economic disruption
worldwide. The Company has been monitoring the situation closely and has taken proactive
measures to comply with various directions / regulations / guidelines issued by the
Government and local bodies, from time to time, to ensure safety of workforce across all
its plants and offices.
The arrival of second wave of COVID-19 pandemic has led to the mass loss of lives
creating havoc or panic considering which the Company extended the support to poor /
several needful peoples by distributing food / edible at various locations.
The Company has always prioritised health, safety and well-being of its employees,
their families, and other stakeholders. The Company has put in place a robust protocol for
ensuring workplace safety including sanitisation and social distancing norms and shall
continue to strengthen it further, based on the guidelines / directions of Government of
India.
Acknowledgments
Your Company has been able to operate efficiently because of the professionalism,
creativity, integrity and continuous improvement in all functional areas to ensure
efficient utilisation of the Company's resources for sustainable and profitable growth.
The Directors acknowledge their deep appreciation to employees at all levels for their
dedication, hard work, commitment and collective team work, which has enabled the Company
to remain at the forefront of the industry despite increased competition and challenges.
Your Directors take this opportunity to express their grateful appreciation for the
excellent assistance and co-operation received from its Customers and also extend their
appreciation to Bankers, various departments of Central and State Government(s) and other
stakeholders.
On behalf of the Board of Directors
For Sharda Motor Industries Limited
Sharda Relan |
Ajay Relan |
Co-Chairperson |
Managing Director |
(DIN:00252181) |
(DIN:00257584) |
Date : 10th August, 2023
Place : New Delhi