DEAR SHAREHOLDERS
The Directors of the Company take pleasure in presenting the 31st Annual Report on the
business and operations of the Company together with Financial Statements for the
Financial Year ended the 31st March, 2023.
OPERATIONS - FINANCIALS
The summarized standalone and consolidated financial results of the Company for the
Financial Year ended the 31st March, 2023 as compared to the previous year are as under:
(Rs. in Lacs)
| Corresponding figures for the previous year have been regrouped / recast wherever
necessary to correspond to current year / year Classification |
Standalone |
Consolidated |
|
Financial Year |
Financial Year |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
| Revenue and other Income (Net of GST) |
2,40,976.20 |
1,94,616.64 |
2,92,140.02 |
2,33,068.34 |
| EBITDA as per Financial Statement |
21,694.56 |
17,111.04 |
26,157.94 |
21,300.95 |
| Less: Financial Expenses |
(1,550.96) |
(942.75) |
(3,577.90) |
(1,771.03) |
| Profit before Exceptional Items, Depreciation & Tax |
20,143.60 |
16,168.28 |
22,580.03 |
19,529.92 |
| Less: Depreciation |
(8,444.27) |
(7,426.26) |
(12,152.35) |
(10,003.23) |
| Profit Before Exceptional Items and Tax Provisions |
11,699.33 |
8,742.03 |
10,427.68 |
9,526.69 |
| Less: Share of loss in jointly controlled entities |
- |
- |
(280.81) |
(1,271.59) |
| Less: Exceptional items |
(304.33) |
(110.36) |
(110.47) |
(110.86) |
| Less: Tax Provisions |
(3,017.08) |
(2,488.99) |
(2,680.74) |
(2,551.31) |
| Net Profit After Tax Provisions |
8,377.92 |
6,142.68 |
7,355.66 |
5,592.93 |
| Add: Other Comprehensive Income/(Expense) |
(133.73) |
(220.43) |
210.88 |
489.85 |
| Less: Profit attributable to Non-controlling interest |
- |
- |
(59.19) |
(18.07) |
| Less: Appropriations: |
|
|
|
|
| Dividend |
(1,354.29) |
(601.91) |
(1,357.30) |
(607.93) |
| Adjustment on account of conversion of Joint Venture into Subsidiary |
- |
- |
1.00 |
(0.13) |
| Balance carried forward in Balance Sheet |
6,889.90 |
5,320.34 |
6151.05 |
5,456.65 |
INDUSTRY UPDATE
The Indian automobile industry is setting out on a journey with hopes for a sustained
growth momentum in 2023, having witnessed a strong comeback from the COVID-led downturn
this year.
While the passenger vehicles (PV) segment is set for record sales in 2023 despite the
lingering effects of supply chain constraints and semiconductor shortages, the two-wheeler
space is yet to see sustained sales buoyancy after having suffered for most of the year.
The three-wheelers and commercial vehicles segments have also witnessed good growth in
2022-2023 compared to 2021-2022, albeit on a low base of last year, which was affected by
the second wave of COVID-19 and manufacturers will be keen to carry forward the momentum.
As per the industry observers, 2023-2024 will also see acceleration in adoption of
electric vehicles, which has already started taking root in 2022-2023, especially in the
two-wheelers segment.
Besides, rising interest rates and not so bright global economic situation and its
impact on India in the days to come are some of the factors which are keeping the industry
in a cautious mode.
STATE OF COMPANY'S AFFAIRS
Detailed discussion on the state of affairs of the Company has been covered as part of
the Management Discussion and Analysis (MDA). MDA for the year under review, as stipulated
under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), is presented in a separate section
forming part of the Annual Report.
Further, during the year under review, there was no change in the nature of business of
the Company.
AMOUNT TRANSFERRED TO RESERVE
During the Period under review, the Board of Directors has decided to retain the entire
amount of profits in the profit and loss account.
DIVIDEND
The Board of Directors at their meeting held on 25th May, 2023, recommended payment of
Rs. 2.50 (Rupees two and fifty paisa only) per equity share of Rs. 10 (Rupees ten only)
each as final dividend for the Financial Year 2022-2023. The payment of Final dividend is
subject to the approval of the shareholders at the ensuing Annual General Meeting
(“AGM”) of the Company.
In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020,
dividends paid or distributed by the Company shall be taxable in the hands of the
shareholders. The Company shall, accordingly, make the payment of the final dividend after
deduction of tax at source.
The dividend recommended is in accordance with the Dividend Distribution Policy of the
Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) is available on the Company's website at
https://sandhargroup.com/uploads/Investor/dividend-distribution-policy_new.pdf
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act, 2013 (the “Act”),
Regulation 33 of the Listing Regulations and applicable Accounting Standards, the Audited
Consolidated Financial Statements (“CFS”) of the Company for the Financial Year
2022-23, together with the Auditors' Report forms part of the Annual Report. In accordance
with Section 136 and other applicable provisions of the Act, the Audited Financial
Statements and related information of the Company and the separate Financial Statements of
each of the Subsidiary Companies, are available on the Company's website at
https://sandhargroup.com.
The Board of Directors reviewed the affairs of the subsidiaries in accordance with
Section 129(3) of the Act. Consolidated Financial Statement together with the Auditor's
Report form part of the Annual Report.
SHARE CAPITAL
The Authorised Share Capital of the Company is Rs. 7,000.00 Lacs divided into 6800.00
Lacs Equity Shares of Rs. 10/- (Rupees ten only) each and 2.00 Lacs Preference Shares of
Rs. 100/- (Rupees hundred only) each.
The Paid up Capital of the Company is Rs. 6,019.07 Lacs divided into 601.91 Lacs Equity
Shares of Rs. 10/- (Rupees ten only) each.
There was no public issue, rights issue, bonus issue or preferential issue, etc. during
the year. The Company has not issued shares with differential voting rights, sweat equity
shares, nor has it granted any stock options.
Further, the Company has not bought back any of its securities during the year under
review.
SUBSIDIARIES AND JOINT VENTURES
During the year under review, no new Subsidiary or Joint Venture Company has been
incorporated.
The Group consist of following Subsidiaries and Joint Ventures:
Subsidiaries:
i. Sandhar Technologies Barcelona S.L (overseas Subsidiaries)
ii. Sandhar Engineering Private Limited
iii. Sandhar Tooling Private Limited
iv. Sandhar Automotive Systems Private Limited1
v. Sandhar Auto Castings Private Limited2
vi. Sandhar Auto Electric Solutions Private Limited
Step down subsidiaries:
i. Sandhar Technologies de Mexico, S de RL de CV3
ii. Sandhar Technologies, Poland, Sp. Zoo3
iii. Sandhar Technologies Ro SRL (Romania)3
iv. Sandhar Auto Electric Technologies Private Limited4
Joint Ventures:
i. Sandhar Han Sung Technologies Private Limited
ii. Jinyoung Sandhar Mechatronics Private Limited
iii. Sandhar Amkin Industries Private Limited5
iv. Kwangsung Sandhar Technologies Private Limited Kwangsung Sandhar Automotive Systems
Private Limited (Subsidiary of Kwangsung Sandhar Technologies Private Limited) v. Sandhar
Whetron Electronics Private Limited
vi. Winnercom Sandhar Technologies Private Limited vii. Sandhar Han Shin Auto
Technologies Private Limited
viii. Sandhar Han Shin Automotive Private Limited6
Notes:
1. Sandhar Automotive Systems Private Limited was formerly known as Sandhar Daewha
Automotive Systems Private Limited.
2. Sandhar Auto Castings Private Limited was formerly known as Sandhar Daeshin
Technologies Limited.
3. Sandhar Technologies, Poland, SP. Zoo, Sandhar Technologies de Mexico S de RL de CV
and Sandhar Technologies Ro SRL(Romania) are the subsidiaries of Sandhar Technologies
Barcelona S.L.
4. Sandhar Auto Electric Technologies Private Limited (formerly known as Daewha India
Private Limited) is the subsidiary of Sandhar Automotive Systems Private Limited.
5. Sandhar Amkin Industries Private Limited is treated as Joint Venture Company for the
purpose of preparation of financial statements as required under Ind-AS. However, the
Shareholding of Sandhar Technologies Limited in this Company exceeds 50%, therefore, as
per the provisions of Companies Act, 2013, it is treated as Subsidiary.
6. Sandhar Han Shin Automotive Private Limited is under process of Striking off.
7. During the Financial Year 2022-2023:
i. Sandhar ECCO Green Energy Private Limited was Liquidated in accordance with Section
59 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 9 of the Insolvency
and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, vide
National Company Law Tribunal's (“NCLT”), New Delhi Bench (Court-V) order dated
10th February, 2023.
ii. The applications made to Registrar of Companies, Delhi and Haryana for striking off
of Sandhar Strategic Systems Private Limited (Wholly Owned Subsidiary of Sandhar
Technologies Limited), Sandhar Daeshin Auto Systems Private Limited (Joint Venture
of Sandhar Technologies Limited) and Sandhar Autotech Private Limited (Step-down
Subsidiary of Sandhar Technologies Limited) were approved during the year w.e.f. 18th
October 2022, 18th October 2022, 11th January 2023, respectively. In effect and in
accordance with sub-section (5) of Section 248 of the Act, the Companies had been struck
off from the Register of Companies.
A separate statement containing the salient features of Financial Statements of
Subsidiaries, Joint Ventures of the Company in the prescribed Form AOC-1 forms a part of
Consolidated Financial Statement, in compliance with Section 129(3) and other applicable
provisions, if any, of the Act read with the Rules issued thereunder.
Further, pursuant to the provisions of Section 136 of the Act the Financial Statements
of the company, Consolidated Financial Statements along with relevant documents and
separate audited financial statements in respect of subsidiaries, are available on the
website of the company at www.sandhargroup.com.
Details of subsidiaries of the Company and their performance are covered in Management
Discussion and Analysis Report forming part of the Annual Report.
CAPEX AND LIQUIDITY
During the Fiscal Year, Company spent Rs. 9,593.88 Lacs on Capex and Investments in
Subsidiaries and Joint Ventures. Despite this significant spent, the Company was able to
keep the gross debt level stable during the year.
Cash and Cash Equivalents at the Consolidated level as at the 31st March, 2023 was Rs.
651.23 Lacs vis-?-vis Rs. 410.39 Lacs in the previous Fiscal Year.
DEPOSITS
The Company has not accepted any deposits, thus far, within the meaning of Chapter V of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
As per Section 134(3)(g) of the Act, particulars of Loans, Guarantees and Investments
made during the Financial Year 2022-2023, under the provisions of Section 186 of the Act,
along with the details of purpose for which the loan or guarantee or security was proposed
to be utilised by the recipient of the loan or guarantee or security, are provided in Note
no. 33 of the Financial Statements.
The Company has complied with the provisions of Sections 185 and 186 of the Act in
respect of grant of loans, making investments and providing guarantees and securities, as
applicable.
RELATED PARTY TRANSACTION
In line with the provisions of Section 188(1) of the Act and Listing Regulations, all
Related Party contracts/arrangements/ transactions entered by the Company during the
Financial Year has been in the ordinary course of business and on arm's length basis, with
Audit Committee having a domain role.
Also, during the Financial Year, the Company has not entered any contract/
arrangement/transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of Related Party Transactions.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable for the Financial Year 2022-23 and
hence does not form part of the report.
The SEBI vide amendments to the Listing Regulations had introduced substantial changes
in the related party transaction framework, inter alia, by enhancing the purview of the
definition of related party, and overall scope of transactions with related parties
effective 1st April, 2022 or unless otherwise specified in the amendment.
The Board of Directors on recommendations of the Audit
Committee approved the revised “Policy for determination of materiality of and
dealing with Related Party Transactions” and the Related Party framework of the
Company to align it with the amendments notified by SEBI.
The Company's Policy on dealing with and materiality of Related Party Transactions is
available on the website of the Company at
https://sandhargroup.com/uploads/Governance/sandahr_policy-for-determination-of-materiality-of-and-dealing-with-related-party-transaction-1.pdf.
Related Party Transactions were disclosed to the Board on regular basis. Details of
Related Party Transactions may be referred to in Note No. 32 of the Standalone Financial
Statements.
MATERIAL CHANGES AND COMMITMENT
In accordance with the Section 134(3)(i) of the Act, there were no significant or
material changes in the operations, commitment, affecting the financial position of the
Company which have occurred between the end of Financial Year 2022-2023 and date of this
Report.
IN-HOUSE R & D DIVISION
Sandhar Centre for Innovative & Development is a purpose driven team bringing about
consistent breakthroughs in product innovation besides strongly partnering with all other
internal stakeholders to create value for the overall organization with an aim to provide
unique solutions to the consumers and development of cutting-edge technologies.
INFORMATION TECHNOLOGY
The Company continues to take full advantage of Information Technology, leveraging it
as a source of competitive advantage. As in earlier years, the enterprise wide Oracle ERP
platform forms the backbone of IT and encompasses all core business processes in the
Company and also provides a comprehensive data warehouse with analytics capability that
helps in better and speedier decisions.
Multiple new initiatives have been taken, to ensure that the investments in creation,
maintenance and upgradation of IT Infrastructure is kept at optimal level and relevant new
technologies are adopted to facilitate risk mitigation, ensuring business continuity,
achieve scalability in operations and ensuring that data security and privacy are not
compromised.
Company has already upgraded its ERP platform from on premise Oracle EBS to Cloud based
Oracle Fusion Technology Platform, which covers all core business processes including
end-to-end solution for digital expense management giving employees easy data entry
options, and financial managers detailed spend information and policy-driven control.
CORPORATE GOVERNANCE
Sandhar' philosophy of Corporate Governance is built on a foundation of sound business
ethics, fairness, and trust in dealing with all stakeholders.
The Company's affairs are managed in a fair and transparent manner. This is vital to
continue to gain and retain the trust of its stakeholders. The Company believes that
Corporate Governance is the bedrock for fostering a state-of-the-art and future ready
organisation delivering and sustainable growth.
In dealing with external stakeholders, the Company believes in maintaining complete
transparency with timely exchange of information. The leadership in the Company sets the
tone through their actions and this ensures that the organisation remains true to its
culture and values in letter and spirit.
Detailed compliances with the provisions of the Listing Regulations and the Act for the
year 2022-2023 are given in Corporate Governance Report, which is attached and forms part
of this report. The Certificate from M/s K.K. Sachdeva & Associates, Practicing
Company Secretary, confirming the compliance of Corporate Governance norms is attached
thereto.
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Company's policy is to maintain an optimum combination of Executive and
Non-Executive Directors on the Board.
As on 31st March, 2023, the composition of the Board and Key Managerial Personnel(s) is
as follow:
| Category of the Director(s)/KMP |
Name of the Director(s) KMP |
| Non-Executive & Non Independent Directors |
Shri. Dharmendar Nath Davar (Chairman) |
|
Smt. Monica Davar |
|
Shri. Neel Jay Davar |
|
Shri. Sandeep Dinodiai |
| Executive Director |
Shri. Jayant Davar (Co-Chairman & Managing Director) |
| Non-Executive Independent Directors |
Shri. Arvind Kapur |
|
Smt. Archana Capoor |
|
Shri. Vimal Mahendru |
|
Shri. Bharat Anand |
|
Shri. Arjun Sharma |
|
Shri. Mohan Lal Bhagatii |
| Key Managerial Personnel (KMP) |
Shri. Yashpal Jain, Chief Financial Officer |
|
Smt. Komal Malik, Company Secretary and Compliance Officer |
CHANGE IN DIRECTORS & KMP
i. Shri. Sandeep Dinodia (DIN: 00005395) was appointed as Additional Director
(Non-Executive & Non Independent Director) w.e.f. 02nd February, 2022 and thereafter
regularised at the 17th Extra-Ordinary General Meeting held on the 28th April, 2022.
ii. Shri. Mohan Lal Bhagat (DIN: 00699750), Non-Executive Independent Director resigned
from the Board w.e.f the 10th day of November, 2022 due to his busy schedule and travel
plans. There was no other material reason(s) for his resignation except those disclosed in
the resignation letter.
All the Non-Executive Independent Directors are qualified to be appointed/continued as
such under the relevant provisions of the Act read with the rules made thereunder and
Listing Regulations, and shall not be subject to determination for retirement by rotation.
In the opinion of the Board, all the Independent Directors possess requisite integrity,
expertise and experience and are independent of the Management.
RETIREMENT OF DIRECTORS BY ROTATION
In accordance with the provision of Section 152 of the Companies Act, 2013 and the
Article of Association of the Company, Smt. Monica Davar (DIN: 00100875), Non-Executive
& Non Independent Director of the Company is liable to retire by rotation at the
ensuing Annual General Meeting of the Company and being eligible, has offered herself for
re-appointment. Information as required under Regulation 36(3) of the Listing Regulations
is provided in the Notice of 31st Annual General Meeting.
MEETINGS OF THE BOARD
Regular meetings of the Board were held to discuss and decide on various business
policies, strategies, financial matters and other businesses. The schedule of the
Board/Committee meetings proposed to be held in the upcoming quarter(s) was circulated to
the Directors in advance to enable them plan their schedule for effective participation in
the meetings. Due to business exigencies, the Board also passed some resolutions by
circulation as required from time to time.
The Board/Committee meetings of the Company were conducted as per the provisions of the
Act, the Listing Regulations and applicable Secretarial Standards. Information as
mentioned in the Act, Schedule II to the Listing Regulations and all other material
information, as decided by the management were placed for consideration of the Board.
Details on the matters to be discussed along with relevant supporting documents, data and
other information were furnished in the form of detailed agenda to the Board and the
Committees concerned, to enable directors take critical decisions and to advise the
management accordingly.
Details regarding information furnished to the Board members, number of Committee and
Board meetings held during the year along with attendance record of each director is
disclosed in the Corporate Governance Report of the Company.
During the year under review, 4 (four) Board Meetings were held and the gap between the
meetings was as per the period prescribed under the Act and Listing Regulations.
| S. No. |
Date of Board Meeting |
Board Strength |
No. of Directors Present |
| 1. |
18th May, 2022 |
11 |
9 |
| 2. |
03rd August, 2022 |
11 |
11 |
| 3. |
10th November, 2022 |
11 |
9 |
| 4. |
09th February, 2023 |
10 |
7 |
Additionally, several Committee meetings were held during the Financial Year.
All recommendations of Audit Committee have been accepted by the Board during the
Financial Year 2022-2023.
The detailed information on the meetings of the Committees are included in the Report
on Corporate Governance, which forms part of this Annual Report.
ANNUAL GENERAL MEETING
All the members of the Board, except Shri. Mohan Lal Bhagat, attended the last Annual
General Meeting (“AGM”) of the Company held on 22nd September, 2022 through
Video Conference (VC)/Other Audio Visual Means (OAVM).
NOMINATION AND REMUNERATION POLICY
In terms of Listing Regulations and Act, the Company has in place Nomination &
Remuneration Policy. The said Policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate the criteria for appointment of
Executive, Non-Executive and Independent Directors on the Board of Directors of the
Company and persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of directors and other
matters as provided under sub-section (3) of Section 178 of the Act (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force). The
Policy also lays down broad guidelines for evaluation of performance of Board as a whole,
Committees of the Board, individual Directors including the Chairperson and the
Independent Directors. The Policy encourages the appointment of women at senior executive
levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain
and motivate best available talent.
The same is available on the website of the Company at
https://sandhargroup.com/uploads/Investor/nomination-and-remuneration-policy_new.pdf.
During the Financial Year under review, various policies pertaining to Appointment,
Remuneration, Evaluation of Directors, Key Managerial Personnel and Senior Management/
other Employees were clubbed and replaced with Nomination and Remuneration Policy.
DECLARATION BY THE INDEPENDENT
DIRECTORS
The Company has received necessary declarations from each Independent Director as per
the provisions of Section 149(7) of the Act read with Regulation 25(8) of Listing
Regulations, that they meet the criteria of Independence as laid down in Section 149(6) of
the Act and Regulation 16(1)(b) of the Listing Regulations.
There has been no change in the circumstances affecting their status as Independent
Directors of the Company or to qualify under the Act and the relevant regulations.
In the opinion of the Board all the Independent Director are person of integrity and
possess requisite qualification/ skill/ expertise required for their roles and they are
independent of the Management.
SEPARATE MEETINGS OF INDEPENDENT DIRECTORS
In terms of requirement of Regulation 25 of Listing Regulations and Schedule IV of the
Act, the Independent Directors of the Company met separately on the 17th February 2023,
without the attendance of any Non-Independent Director and member of management to carry
out the evaluation of performance of Non-Independent Directors (including the Chairman),
the entire Board, the quality, quantity and timelines of the flow of Information between
the Management and Board.
PERFORMANCE EVALUATION OF THE BOARD
In terms of the requirements of the Act and the Listing Regulations, an annual
performance evaluation of the Board is undertaken where the Board formally assesses its
own performance with an aim to improve the effectiveness of the Board and the Committees.
The Company has a structured assessment process for evaluation of performance of the
Board, its Committees and individual performance of each Director including the
Chairperson. The evaluations are carried out in a confidential manner and the Directors
provide their feedback by rating based on various metrics.
The Independent Directors at their separate meeting reviewed the performance of:
Non-Independent Directors and the Board as a whole, the Chairman of the Company after
taking into account the views of other Non Executive Directors, the quality, quantity and
timeliness of flow of information between the Company management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.
The overall performance evaluation exercise was completed to the satisfaction of the
Board. The outcome of the evaluation was presented to the Board of Directors of the
Company.
COMMITTEES OF THE BOARD
The Board has constituted 7 (seven) committees in order to comply with the statutory
guidelines and for the purpose of operational feasibility so as to assist the Board in
discharging its duties and responsibilities. The committees report to the Board on their
activities on periodic basis and the minutes of the committee meetings are provided to all
Board members. These committees are:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee;
4. Corporate Social Responsibility Committee;
5. Risk Management Committee.
6. Finance Committee; and
7. Share Transfer & Allotment Committee.
The details with respect to the composition, terms of reference, number of meetings
held etc. of these Committees are given in the Report on Corporate Governance, which forms
part of this Annual Report.
During the Financial Year under review, all the recommendations of Committees have been
accepted by the Board of Directors.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND FAIR DISCLOSURE OF
UNPUBLISHEDPRICESENSITIVEINFORMATION
In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“SEBI
Insider Trading Regulations”), the Company has adopted a “Code of Conduct for
Prohibition of Insider Trading”, which consist of 4 (four) parts mentioned below:
a. Code of Conduct for prohibition of Insider Trading;
b. Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive
Information;
c. Policy for determination of Legitimate purpose; and
d. Policy on procedure of enquiry in case of leak of Unpublished Price Sensitive
Information.
The management undertake various measures, inter-alia, trainings, regular
communications to create awareness on Prevention of Insider Trading as per Code of Conduct
for Prohibition of Insider Trading and the SEBI Insider Trading Regulations.
The Code of Conduct for Prohibition of Insider Trading and Code of Practices and
Procedure for Fair Disclosure of Unpublished Price Sensitive Information are drawn up on
the principle that the Company's directors and employees owe a fiduciary duty, amongst
others, to the shareholders of the Company to place the interest of shareholders above
their own and conduct their personal securities transactions in a manner that does not
give rise to any conflict of interest. These codes lays down the mechanism for ensuring
timely and adequate disclosure of Unpublished Price
Sensitive Information (“UPSI”) to the investor community by the Company to
enable them make informed investment decisions with regard to its securities.
The Code of Conduct for Prohibition of Insider Trading prescribes the procedure for
trading in securities of the Company and the disclosures to be made by the persons covered
under the Insider Trading Policy with respect to their shareholding in the Company, both
direct and indirect.
The Code of Conduct for prohibition of Insider Trading and Code of Practices and
Procedures for fair disclosure of Unpublished Price Sensitive Information have been
uploaded on the Company's website at
https://sandhargroup.com/uploads/Investor/5a-draft-code-of-conduct-for-pit.pdf.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) the Directors state that:
1. In the preparation of annual accounts for the year ended the 31st March, 2023, the
applicable Accounting Standards read with requirements set out under Schedule III to the
Act, have been followed along with proper explanation relating to material departures;
2. The Directors have 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 the 31st March, 2023 and of the
Profit of the Company for the year ended on that date;
3. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
4. The Directors have prepared the Annual Accounts on a going concern basis;
5. The Directors have laid down Internal Financial Controls to be followed by the
Company and that such Internal Financial Control are adequate and operating effectively;
and
6. The Directors have devised Proper systems has been devised to ensure compliance with
the provisions of all the applicable laws.
POLICIES OF THE COMPANY
The Company is committed to high ethical standards in its business transactions guided
by its value systems. The Listing Regulations mandate formulation of certain policies for
listed companies.
Accordingly, the Board of Directors has from time to time framed and approved policies
as required by the Listing Regulations as well as under the Act. These policies are
reviewed by the Board at periodic intervals.
Some of the key policies and their respective web links till date are as follows:
| S. No. |
Name & Web Link |
| 1. |
Code of Conduct for Directors and Senior Management |
|
https://sandhargroup.com/uploads/Investor/policy-on-
code-of-conduct-for-bod-senior-mgt_new.pdf |
| 2. |
Nomination and Remuneration Policy |
|
https://sandhargroup.com/uploads/Investor/nomination- and-remuneration-policy_new.pdf |
| 3. |
Determination of Materiality and Dealing with Related Party Transactions |
|
https://sandhargroup.com/uploads/Governance/sandahr_policy-
for-determination-of/materiality-of-and-dealing-with-related- party-transaction-1.pdf |
| 4. |
Whistle Blower Policy |
|
https://sandhargroup.com/uploads/Investor/whistle- blower-policy.pdf |
| 5. |
Independent Director Policy |
|
https://sandhargroup.com/assets/img/investors/Independent-Director-Policy.pdf |
| 6. |
Policy on determining Material Subsidiaries |
|
https://sandhargroup.com/uploads/Investor/policy-for-determining-material-subsidiaries.pdf |
| 7. |
Code of Conduct for Prohibition of Insider Trading |
|
https://sandhargroup.com/uploads/Investor/5a-draft-code-of-conduct-for-pit.pdf |
| 8. |
Corporate Social Responsibility Policy |
|
https://sandhargroup.com/uploads/Investor/csr- policy_08022023new.pdf |
| 9. |
Policy for preservation of Documents and Archival of Documents |
|
https://sandhargroup.com/uploads/Investor/policy-on-preservation-archival-of-doc_new.pdf |
| 10. |
Policy on familiarisation of Independent Directors |
|
https://sandhargroup.com/uploads/Investor/familirization-for-independent-directors_08022023new.pdf |
| 11. |
Policy for Determination of Materiality of Events |
|
https://sandhargroup.com/uploads/Investor/policy-on-
determination-of-materiality-of-events.pdf |
| 12. |
Dividend Distribution Policy |
|
https://sandhargroup.com/uploads/Governance/policy- on-dividend-distribution.pdf |
| 13. |
Policy on Risk Management |
|
https://sandhargroup.com/uploads/Investor/policy-on- risk-management_new.pdf |
| 14. |
Board Diversity Policy |
|
https://sandhargroup.com/uploads/Investor/board-diversity-policy_03022023_new.pdf |
Other Policies/Criterias/Announcements are available on the Company's website on the
link https://sandhargroup.com/investors/investors.
RISK MANAGEMENT
Risk management is integral to the Company's strategy and for the achievement of the
long-term goals.
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Risk Management Committee
of the Company has been entrusted by the Board with the responsibility to formulate and
monitor the Risk Management Policy and Framework. The Committee oversees the Risk
Management process including risk identification, impact assessment, effective
implementation of the mitigation plans and risk reporting. The purpose of the Committee is
to assist the Board of Directors in fulfilling its oversight responsibilities with regard
to enterprise risk management. The Company also has in place a duly approved Risk
Management Policy.
The Company emphasizes on the risks that threaten the achievement of business
objectives. The Company has adopted the mechanism for periodic assessment to identify,
analyze, and mitigate the risks.
The Risk Management Policy of the Company is available on the website of the Company at
https://sandhargroup.com/uploads/Investor/policy-on-risk-management_new.pdf
FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS
The Board members are provided with necessary documents and presentations to enable
them to familiarise with the Company's procedures and practices.
Periodic presentations are made at the Board Meetings on business and performance
updates of the Company.
FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS
With a view to familiarize the Independent Directors with the Company's operations, as
required under Regulation 25(7) of the Listing Regulations, the Company held
familiarization programmes for the Independent Directors on an ongoing and continuous
basis.
The details of the familiarization programmes held for the Independent Directors is
placed on the website of the Company at
https://sandhargroup.com/uploads/Investor/stl_familiarisation-programme_fy-2022-23-1.pdf.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has implemented Vigil Mechanism / Whistle Blower policy and the oversight
of the same is with Audit Committee of the Company. The policy inter-alia provides that
any Directors, Employees, Stakeholders who observe any unethical behavior, actual or
suspected fraud or violation of the Company's code of conduct or ethics, policies,
improper practices or alleged wrongful conduct in the Company may report the same to
Chairman of the Audit Committee or directly to the Managing Director of the Company, as
the case may be.
The detailed procedure is provided in the policy and the same is available on official
website of the Company at following link:
https://sandhargroup.com/uploads/Investor/whistle-blower-policy_new.pdf
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has Zero tolerance towards sexual harassment at the workplace and to this
end, has adopted a policy in line with the Prevention of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All
employees (permanent, contractual, temporary, trainees, etc.) and visitors are covered
under the said Policy. An Internal Complaint Committee (ICC) has also been set up to
redress complaint received on sexual harassment.
During the Financial Year under review, the Internal Complaints Committee received no
complaint of sexual harassment.
AUDITORS & AUDITORS' REPORT STATUTORY AUDITOR
M/s. BSR & Co. LLP, Chartered Accountants (Firm's Registration No.
101248W/W-00022), were re-appointed as the Statutory Auditors for the period of five years
commencing from the conclusion of the 30th Annual General Meeting until the conclusion of
the 35th Annual General Meeting to be held in year 2027.
The Auditors' Reports for the Financial Year 2022-2023 including report on Internal
Financial Controls, are self-explanatory and does not carry any observation/qualification/
adverse remarks etc or infirmity in the Company's affairs.
SECRETARIAL AUDITORS
As required u/s 204 of the Act and rules hereunder, M/s K.K Sachdeva & Associates,
Practicing Company Secretaries shall be re-appointed as the Secretarial Auditors of the
Company to conduct Secretarial Audits for the Financial Year 2023-24.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the Financial Year ended 31st March, 2023 is set out
in Annexure-I to this report. The Secretarial Audit Reports is self-explanatory and
does not contain any qualification, reservation or adverse remark or disclaimer.
INTERNAL AUDITORS
The Board on the recommendation of Audit Committee approved the appointment of M/s GSA
& Associates, LLP, Chartered Accountants, Internal Auditors (Firm's Registration No.
000257N/ N500339), for conducting the Internal Audit of the Company for the Financial Year
2023-2024.
COST AUDITORS
The cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, as required by the Company were made and
maintained by the Company for Financial Year 2022-23.
Further, based on the recommendations of the Audit Committee, the Board has approved
the re-appointment of M/s. Satija & Co., as the Cost Auditors of the Company for the
Financial Year 2023-24. As required under the Act, the remuneration payable to the Cost
Auditor is required to be placed before the Members in a general meeting for their
ratification. Accordingly, Member's ratification for the remuneration payable to M/s.
Satija & Co., Cost Auditors shall be placed at the ensuing AGM.
INTERNAL CONTROL SYSTEMS AND ADEQUACY THEREOF
The Company's internal control systems as laid down are adequate and commensurate with
the nature of its business, the size and the complexity of its operations. These are
tested and certified by Statutory as well as Internal Auditors and cover all factories and
key areas of business. Significant audit observations and follow up action thereon are
reported to the Audit Committee. The Audit Committee, as aforesaid, reviews adequacy and
effectiveness of the Company's internal control environment and monitors the
implementation of audit recommendations, including those relating to strengthening and
adequacy of the Company's Risk Management policies and systems.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
A Statement containing Particulars of Employees as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure- II of this Annual Report.
Further, a statement showing the names and other particulars of employees drawing
remuneration in excess of the limits as set out in the Rule 5(2) read with Rule 5(3) of
the aforesaid Rules forms part of this Report. However, in terms of second proviso of
Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members
and others entitled thereto, excluding the aforesaid information. The said information is
available for inspection by the members at the Registered Office of the Company during
business hours on working days up to the date of the ensuing Annual General Meeting. If
any member is interested in obtaining a copy thereof, such member may write to the Company
Secretary, whereupon a copy would be sent.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
At Sandhar, CSR encompasses much more than social outreach programmes. Over the years,
the Company has aligned its business processes and goals to make a more deep-rooted impact
on the society's sustainable development. In accordance with the requirements of Section
135 of the Act, the Company has constituted a CSR Committee. The composition of the CSR
Committee is provided in the Report on CSR Activities and Corporate Governance Report,
which forms part of this Report.
The Corporate Social Responsibility Policy (“CSR Policy”) adopted by Board is
available on the Company's website at https:
//sandhargroup.com/uploads/Investor/csr-policy_08022023new.pdf The Policy recognizes that
Corporate Social Responsibility is a commitment to support initiatives that measurably
improve the lives of underprivileged.
The Policy lays emphasis on transparent monitoring mechanism for ensuring
implementation of the projects undertaken/ proposed to be undertaken by the Company in
accordance with the overall objective of the CSR policy.
A detailed report on CSR initiative of the Company in prescribed format forms part of
this Report as Annexure III.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INFLOW AND OUTFLOW AND
R&D
The information pertaining to conservation of Energy, Technology Absorption and Foreign
Exchange Inflow and Outflow Research & Development activities carried on by the
Company pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is annexed as Annexure IV.
INVESTOR EDUCATION & PROTECTION FUND
The Company was listed w.e.f. 02nd April, 2018, Since, the Company has not completed 7
Years from its Listing, the provisions of Section 124 & 125 of the Companies Act, 2013
with relation to transfer of amounts and shares to the Investors Education &
Protection Fund (“IEPF”) is not applicable to the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Securities and Exchange Board of India (‘SEBI') vide Circular
SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, introduced new sustainability related
reporting requirements to be reported in the specific format of Business Responsibility
and Sustainability Report (“BRSR”). BRSR is a significant step towards giving
platform to the companies to report the initiatives taken by them in areas of Environment,
Social and Governance.
Further, SEBI has mandated top 1,000 listed companies, based on market capitalization,
to transition to BRSR from Business Responsibility Report from Financial Year 2022-23
onwards.
Accordingly, the Business Responsibility and Sustainability Report as stipulated under
Regulation 34 (2) (f) of Listing Regulations, is presented in a separate section forming
part of the annual report.
CREDIT RATINGS
The Company has not issued any debt instruments and did not have any fixed deposit
programme or any scheme or proposal involving mobilisation of funds in India or abroad
during the Financial Year ended 31st March, 2023.
Further, during the year under review India Rating & Research, a credit rating
agency registered with SEBI has reaffirmed the credit ratings as follows:
| S. No. |
Name of Facilities |
Credit Rating |
| 1. |
Issuer Rating |
Long Term Ratings: IND AA-/ Stable |
| 2. |
Term loan |
Long Term Ratings: IND AA-/ Stable |
| 3. |
Fund-based working capital limits |
Long/Short Term Rating: IND AA-/ Stable/ IND A1+ |
| 4. |
Non-Fund-based working capital limits |
Long/Short Term Rating: IND AA-/ Stable/ IND A1+ |
| 5. |
Commercial Paper |
Short Term Rating: IND A1+ |
MATERIAL ORDERS DISCLOSURES IMPACTING THE GOING CONCERN STATUS AND OPERATIONS IN FUTURE
There was no significant and material order passed by the regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future.
SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
During the year under review, Company has complied with all the applicable provisions
of Secretarial Standards issued by the Institute of Company Secretaries of India on Board
of Directors /Committee Meetings and General Meetings.
ANNUAL RETURN
Pursuant Section 92(3) and 134(3)(a) of the Act read with the rules made thereunder,
the copy of the Annual Return (MGT-7) is available on the website of the Company at
https://sandhargroup.com/investors/annual-return.
REPORTING OF FRAUD BY THE AUDITOR
In terms of Section 134(3)(ca) report by the Board of Directors is required to include
the details in respect of frauds reported by auditors under sub-section (12) of Section
143 of the Companies Act, 2013, other than those which are reportable to the Central
Government.
During the year under review, no fraud has been reported by Auditors under sub-section
(12) of Section 143 of the Companies Act, 2013.
CAUTIONARY STATEMENT
Statements in the Annual Report, including those which relate to Management Discussion
and Analysis, describing the Company's objectives, projections, estimates and
expectations, may constitute ‘forward looking statements' within the meaning of
applicable laws and regulations. Although the expectations are based on reasonable
assumptions, the actual results might differ.
PERSONNEL & INDUSTRIAL RELATIONS
Cordial atmosphere across functional verticals / units contributed, to the overall
satisfactory performance of the Company. The Directors place on record their deep
appreciation of the inspiring and motivating leadership provided by the Co-Chairman &
Managing Director, ably supported by Chief Financial Officer and Company Secretary and the
commendable team work done by the executives, staff and workers at all levels in various
units at different locations.
PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the Financial Year ended 2022-23, no proceedings were initiated/pending against
the Company under the Insolvency and Bankruptcy Code, 2016.
DIFFERENCE IN VALUATION IN CASE OF LOAN TAKEN FROM BANK / FINANCIAL INSTITUTIONS
There was no difference in valuation of Loan taken from the Bank or Financial
Institutions the above mentioned provision of the act was not applicable on the Company.
OTHER DISCLOSURES
The Managing Director & CEO of the Company has not received any remuneration or
commission from any of the subsidiary companies. Further the Company doesn't have any
holding Company.
APPRECIATION
Your Directors are grateful for the co-operation and guidance received from the Banks.
The Board specially wishes to place on record their sincerest gratitude for the patronage
it received from Hero MotoCorp Limited, Honda Cars India Limited, Honda Motorcycle &
Scooters Limited, TVS Motor Company Limited, JCB India and Royal Enfield.
For and on behalf of the Board of Directors of
Sandhar Technologies Limited
| Sd/- |
Sd/- |
| D.N. Davar |
Jayant Davar |
| Chairman |
Co-Chairman & Managing Director |
| DIN: 00002008 |
DIN: 00100801 |
Place: Gurugram
Date: 25th May, 2023
|