To,
The Members,
SHRENIK LIMITED
Ahmedabad.
Dear Members,
Your directors are pleased to present the 11th Annual Report of the Company
along with an Audited Financial Statements for the financial year ended on March 31, 2023.
Pursuant to notification dated 16th February, 2015 issued by the Ministry of
Corporate Affairs, the Company has adopted the Indian Accounting Standards ("IND
AS") notified under the Companies (Indian Accounting Standards) Rules, 2015
prescribed under Section 133 of the Companies Act, 2013 (as amended from time to time)
with effect from 1stApril, 2020 and the accounts are prepared under IND AS.
1. FINANCIAL RESULT
The financial performance of the Company for the financial year ended on March 31,
2023, is summarized below:
(Amount in Rs.)
| Particulars |
2022-2023 |
2021-2022 |
| Revenue from Operations |
|
|
| a. Sale of Products |
47,91,93,140 |
63,61,61,344 |
| b. Other Operating Revenues |
63,69,686 |
20,01,639 |
| Other Income |
85,67,01,209 |
28,66,598 |
| Total Revenue |
1,34,22,64,035 |
64,10,29,581 |
| Total Expenses |
1,34,13,71,297 |
78,73,07,814 |
| Profit Before Exceptional and Extra Ordinary Items and Tax |
8,92,738 |
(14,62,78,233) |
| Exceptional Items |
2,33,339 |
(2,91,000) |
| Profit Before Tax |
11,26,077 |
(14,65,69,233) |
| Tax Expense: |
|
|
| Current Tax |
1,86,290 |
- |
| Deferred Tax |
(13,54,353) |
(26,84,004) |
| Prior period Adjustment |
- |
- |
| Total Tax Expense |
(11,68,063) |
(26,84,004) |
| Profit for the Period |
22,94,140 |
(14,38,85,228) |
| Other Comprehensive Income: |
|
|
| Items that will not be reclassified to profit or loss |
- |
- |
| Measurements of defined employee benefit plans |
- |
10,45,336 |
| Income tax relating to above items |
- |
(2,63,090) |
| Total Other Comprehensive Income (net of tax) |
- |
7,82,246 |
| Total Comprehensive Income for the year |
22,94,140 |
(14,31,02,983) |
| Profit for the year carried to Reserves & Surplus |
22,94,140 |
(14,31,02,983) |
| Earning Per Share (EPS) |
|
|
| Basic |
0.00 |
(0.23) |
| Diluted |
0.00 |
(0.23) |
2. OPERATIONS
During the year under review, the total income of the Company was Rs. 1,34,22,64,035/-
as compared to Rs. 64,10,29,581/- in the previous year. Because of all the efforts of the
Management, the Company has reported a Profit of Rs. 22,94,140/- for the year in
comparison to a Loss of Rs. 14,38,85,228/- for FY 202122.
Your Company's performance for the year was on an upper trend by lower volumes and
price realization. The Directors are optimistic about future performance of the Company
once the impact of the Covid pandemic recedes.
3. DIVIDEND
In view of financial position of the Company, your directors regret and not recommended
any dividend on the Equity shares for the financial year ended March 31, 2023.
4. TRANSFER AMOUNT TO GENERAL RESERVES
During the year under review, the Board has proposed to transfer any amount to General
Reserves Rs. 22,94,140/-.
5. THE STATE OF COMPANY'S AFFAIRS
During the year under review, the Company has put all its efforts in serving required
products to all its customers on time. The turnover of the Company during the reporting
period amounted to Rs. 1,34,22,64,035/-. However, revenue from operations decreased from
the previous year. Further information on the business overview and outlook and state of
the affairs of the Company is discussed in detail in the Management Discussion &
Analysis. The Directors are thankful to all its suppliers for on time delivery of the
products. The effort of our suppliers is the backbone of our Company.
The Directors express their gratitude towards the stakeholders for all the support the
Company has received from them and hope that the Company continues to receive the same
support in the coming future.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT
There has been no material changes and commitments, affecting the financial position of
the Company which occurred between the end of financial year and the date of this Report.
7. CHANGES IN SHARE CAPITAL
There were no changes in the share capital of the Company during the year under review.
8. CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in the nature of business during the year. However, the Company is
continuously endeavoring its best to identify the suitable expansion projects.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company for the
year ended on March 31, 2023.
10. DEPOSITS
The Company has neither accepted nor renewed any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 during the financial year. The Company has accepted money from the
Directors during the financial year pursuant to provision of Rule 2(1)(c)(viii) of the
Companies (Acceptance of Deposits) Rules, 2014 and the details of the same is given in the
Notes to the Financial Statements, which forms part of this report.
11. BOARD MEETINGS
The Directors of the Company met at regular intervals, the gap between any two meetings
was within the period prescribed by the Companies Act, 2013 and the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time.
The Notices of the Board Meetings are given well in advance to all the Directors of the
Company.
During the year, Ten (10) meetings of the Board of Directors were held, as required
under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015. The details of the number of Board meetings held and attendance of
Directors are provided in the Corporate Governance Report, which forms part of this
Report.
| Sr. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1. |
14/04/2022 |
7 |
7 |
| 2. |
08/07/2022 |
7 |
7 |
| 3. |
18/07/2022 |
7 |
7 |
| 4. |
23/08/2022 |
7 |
7 |
| 5. |
01/09/2022 |
7 |
7 |
| 6. |
05/09/2022 |
7 |
7 |
| 7. |
08/10/2022 |
7 |
7 |
| 8. |
01/12/2022 |
7 |
7 |
| 9. |
09/01/2023 |
7 |
7 |
During the year under review, the Company has complied with applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI).
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Directors and Key Managerial Personnel of the Company as on 31st March
2023 are summarized below:
| Sr. No. |
Name |
Designation |
DIN |
| 1 |
Rishit Shrenik Vimawala |
Whole Time Director |
03474249 |
| 2 |
Shrenik Sudhir Vimawala |
Managing Director |
03474255 |
| 3 |
Kaivan Shrenik Vimawala |
Whole Time Director |
06514171 |
| 4 |
Devarsh Muktesh Shah |
Independent Director |
06954437 |
| 5 |
Shalin Nainesh Kusumgar |
Independent Director |
07634143 |
| 6 |
Jalpika Dhruvkumar Joshi |
Independent Director |
09173340 |
| 7 |
Kevin Shah |
Independent Director |
08144696 |
| 8 |
Virendra Vasantlal Surti |
Chief Financial Officer |
NA |
Mr. Kevin Maheshkumar Shah (DIN: 08144696), Non-Executive Independent Director of the
Company resigned from the office of Director with effect from closure of business hours of
08th July, 2023.
The changes in composition of the Board of Directors and Key Managerial Personnel
during the year under review, are given below.
During the year under review, the shareholders at the 10th Annual General
Meeting held on September 29, 2022 approved appointment/reappointment of Directors as
follows:
a. Appointment of Mr. Kevin Maheshkumar Shah (DIN: 08144696) as an Independent
Director, for period of 5(Five) years w.e.f. 18th July, 2022, who was appointed as
Additional Director (Non - Executive & Independent Director) by the Board of Directors
w.e.f. 18th July, 2022.
Further, the Board of Directors on recommendations of Nomination and Remuneration
committee, Appointed CS Urvashi Gandhi as a Company Secretary designated as Key Managerial
Personnel and Compliance Officer of the Company w.e.f 1st December, 2022 at the
meeting of Board of Directors of the Company held on 1st December, 2022.
NOTE: There was no Company Secretary for the period 19th December, 2022 to
31st March, 2023.
Cessation:
a. CS Pooja Dhruve has resigned from the post of Company Secretary and Compliance
Officer of the Company with effect from close of business hours of 30th
November, 2022.
b. CS Urvashi Gandhi has resigned from the post of Company Secretary and Compliance
Officer of the Company with effect from close of business hours of 19th
December, 2022.
There was no additional change in the composition of the Board of Directors and Key
Managerial Personnel during the year under review, except as stated above.
13. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the
Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and
belief:
a. In the preparation of the Annual Accounts for the financial year ended March 31,
2023, the applicable accounting standards had been followed and there are no material
departures;
b. 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 at the end of financial year and of the
profit and loss of the Company for the financial year ended March 31, 2023;
c. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. The directors had prepared the Annual Accounts for the financial year ended March
31, 2023 on a going concern basis;
e. The directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f. 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.
14. COMMITTEE(S) MEETING
The Company has various committee(s) pursuant to the requirements of the Companies Act,
2013 read with the rules framed there under and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. The details of the composition of the various
committee(s), the number of meetings held and attendance of the committee members are
provided in the Corporate Governance Report, which forms part of this Report.
15. ANNUAL RETURN
In accordance with the Section 92(3) and Section 134(3)(a) of the Companies Act, 2013,
the Annual Return of the Company as on March 31, 2023 in the prescribed format is
available on the Company's website. The web-link as required under the Act is as under
https://www.shrenikltd.com/.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
The details of loans, investment, guarantees and securities covered under the
provisions of section 186 of the Companies Act, 2013 are given in the Notes to the
Financial Statements, which forms part of this Report.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES REFERRED IN
SECTION 188(1) OF THE COMPANIES ACT, 2013
During the year under review, all the related party transactions were in the ordinary
course of business and on arm's length basis. No material contract or arrangement with
related parties was entered into during the year under review. Therefore, there is no
requirement to report any transaction in Form No. AOC-2 in termsof Section 134 of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. The
disclosures as required are provided in AS-18 which is forming the part of the notes to
financial statement.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website at www.shrenikltd.com
18. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124 and 125 of the Companies Act, 2013, read with Investor
Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules,
2016 ('IEPF Rules'), as amended from time to time, the amount of dividend remaining unpaid
or unclaimed for a period of seven years shall be transferred to the Investor Education
and Protection Fund (IEPF).
During the year under review, no amount was due for transfer to IEPF in accordance with
Section 125 of the Companies Act, 2013.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure - 1,
which forms part of this report.
20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has constituted a Corporate Social Responsibility (CSR) Committee in
compliance with Section 135 of the Companies Act, 2013. On the recommendation of the CSR
committee, the Board has approved the CSR policy of the Company which is published on the
Company's website at www.shrenikltd.com. The Company has amended its CSR Policy in
accordance with the amendments to the Companies (Corporate Social Responsibility Policy)
Amendment Rules, 2021.
The Report on CSR activities in terms of the requirements of Companies (Corporate
Social Responsibility Policy) Rules, 2014 is annexed as Annexure -2, which forms
part of this Report.
The details of the composition of the CSR committees, the number of meetings held and
attendance of the committee members are provided in the Corporate Governance Report, which
forms part of this Report.
21. DECLARATION BY INDEPENDENT DIRECTORS
In compliance with Section 149(7) of the Act read with SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company have
submitted the declaration(s) that each of them meet the criteria of independence as
provided in Section 149(6) of the Act read with sub-rule (1) and sub-rule (2) of Rule 6 of
the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015.
22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI (Listing Obligations & Disclosure
Requirements)Regulations, 2015, the Company has formulated a policy to familiarize the
Independent Directors with the Company. The Independent Directors are appraised during the
Board / Committee(s) meetings on the Company operations, governance, internal control
process and other relevant matters. The details of the Familiarization Program are
available on Company's website www.shrenikltd.com
23. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder and
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has
carried the evaluation of its own performance, performance of Individual Directors
including Independent Directors, Board Committees, including the Chairman of the Board on
the basis of attendance, contribution towards development of the Business and various
other criteria as recommended by the Nomination and Remuneration Committee of the Company.
The evaluation of the working of the Board, its committees, experience and expertise,
performance of specific duties and obligations etc. were carried out. The Directors
expressed their satisfaction with the evaluation process and outcome.
The performance assessment of Non-Independent Directors, Board as a whole and the
Chairman were evaluated in separate meetings of Independent Directors. The same was also
discussed in the meetings of Nomination and Remuneration Committee of the Company.
24. NOMINATION AND REMUNERATION POLICY
A Nomination and Remuneration Policy has been formulated pursuant to the provisions of
Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy for
Directors, Key Managerial Personnel and Senior Managementis available on the Company's
website www.shrenikltd.com.
25. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its Internal Financial Control systems commensurate with operations of
the Company. The management regularly monitors the safeguarding of its assets, prevention
and detection of frauds and errors and the accuracy and completeness of the accounting
records including timely preparation of reliable financial information.
The evaluations of these internal financial controls were done through the internal
audit process and were also reviewed by the Statutory Auditors. Based on their view of
these reported evaluations, the directors confirm that, for the preparation of financial
statements for the financial year ended 31 March 2023, the applicable Accounting Standards
have been followed and the internal financial controls are generally found to be adequate
and were operating effectively & that no significant deficiencies were noticed.
26. RISK MANAGEMENT POLICY OF THE COMPANY
The Company has framed and adopted a Risk Management Policy to identify, monitor,
minimize and mitigate risks and determine the responses to various risks to minimize their
adverse impact on the organization. The executive management oversees the risk management
framework and the Audit Committee evaluates Internal Financial Controls and Risk
Management Systems. However, the details of risk management objectives and policies made
by the Company in accordance with the provision of the Act. The Risk Management Policy is
placed on the Company's website at www.shrenikltd.com
27. AUDITORS
A. STATUTORY AUDITORS
M/s. S. G. Marathe & Co., Chartered Accountants (FRN.: 123655W), were appointed as
the Statutory Auditors of the Company for the period of Five (5) years from the conclusion
of the 9th Annual General Meeting to hold office till the conclusion of the 14th
Annual General Meeting of the Company, due to casual vacancy of the Statutory Auditor M/s.
Singhi & Co., Chartered Accountants, (FRN.: 302049E) in compliance to Section 139(8)
of the companies Act, 2013.
Further the Ministry of Corporate Affairs (MCA) vide notification dated 7th
May, 2018 has done away with the requirement of ratification of appointment of Statutory
Auditors at every Annual General Meeting, as per the first proviso of Section 139 of the
Companies Act, 2013 and the Companies (Audit and Auditors) Amendment Rules, 2018.
Accordingly, the Company is not required to pass any resolution pertaining to ratification
of the appointment of Statutory Auditors in the Annual General Meeting.
The Auditor's Report for the financial year ended March 31, 2023, does not contain any
qualification, reservation or adverse remark. The report is enclosed with the Financial
Statements in this annual report.
B. COST AUDITORS
In terms of the provisions of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, as amended from time to time, the Company is not required
to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is
not applicable to the Company.
C. SECRETARIAL AUDITORS
Pursuant to the provision of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Jaymeen Trivedi (Membership No. 9137), Proprietor of M/s. Jaymeen
Trivedi and Associates, Practicing Company Secretary, to conduct Secretarial Audit for
Financial year 2022-23.
The Secretarial Audit Report for the financial year ended March 31, 2023 is enclosed as
"Annexure-3". The remarks of Secretarial Auditor are self-explanatory and
the report of the Secretarial Auditor have been enclosed, which forms part of this Report.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year 2022-23 for all applicable
compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual
Secretarial Compliance Report for above said financial year has been submitted to the
stock exchanges within 60 days of the end of the said financial year.
Certificate of Non-Disqualification of Directors:
In accordance with the SEBI (LODR) (Amendment) Regulations, 2018; a certificate has
been received from Mr. Jaymeen Trivedi (Membership No. 9137), Proprietor of M/s. Jaymeen
Trivedi and Associates, Practicing Company Secretary, that none of the Directors on the
Board of the Company has been disqualified to act as Director. The same is annexed
herewith.
28. REPORTING OF FRAUD BY AUDITORS
There have been no instances of fraud reported by the Auditors u/s 143 (12) of the
Companies Act, 2013 and rules framed thereunder either to the Company or to the Central
Government.
29. PARTICULARS OF EMPLOYEES
The statement containing information as required under the provisions of Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure
- 4" and forms part of this report.
During the financial year 2022-23, there were no employees in the Company whose details
are to be given pursuant Section 197(12) of the Companies Act, 2013 read Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
30. CORPORATE GOVERNANCE
As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015, a report on Corporate Governance for the
financial year ended March 31. 2023 along with Certificate from Practicing Company
Secretary confirming compliance of conditions of Corporate Governance is annexed herewith
as "Annexure - 5", which forms part of this report.
31. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the as required under Regulation 34 and
Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
is annexed herewith as "Annexure - 6", which forms part of this report.
32. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has adopted Vigil Mechanism and Whistle Blower policy to provide a formal
mechanism for the directors and employees to disclose their concerns and grievances on
unethical behavior and improper/illegal practices and wrongful conduct taking place in the
Company for appropriate action. Through this mechanisms, the Company provides necessary
safeguards to all such persons for making sheltered disclosures in good faith. It is
hereby affirmed that no personnel have been denied access to the Audit Committee. The
Vigil Mechanism and Whistle Blower policy has been placed on the Company's website
www.shrenikltd.com.
33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
There were no significant and material orders issued against the Company by any
regulating authority or court or tribunal during the year that could affect the going
concern status and Company's operation in future.
34. COMPLIANCE OF SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with all the
applicable provisions of Secretarial Standards issued by the Institute of Company
Secretaries of India.
35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has constituted Policy on Prevention of Sexual Harassment of Women at
workplace in line with the requirements of the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made
thereunder. Your Directors state that during the year under review, there were no
complaints relating to sexual harassment nor any cases filed pursuant to the said Act.
The policy on Sexual Harassment at Workplace is placed on the Company's website at
www.shrenikltd.com
36. ACKNOWLEDGEMENTS
Your Directors places on record their sincere thanks to the Customers, Vendors,
Stakeholders, Banks, Regulatory Bodies, Financial Institutions and other Business
Associates who have extended their valuable sustained support and encouragement during the
year under review.
Your Directors take this opportunity to recognize and place on record their gratitude
and appreciation for the commitment displayed by all executives, officers and staff at all
levels of the Company. We look forward for the continued support of every stakeholder in
the future.
For and on behalf of the Board
|
SD/- |
| Place : Ahmedabad |
Shrenik Vimawala |
| Date :September 1, 2023 |
Chairman and Managing Director |
|
DIN:03474255 |
|