Your Directors present the 32nd Board’s Report on the Business and Operations of theCompany together with the Audited Financial Statement and the Auditor’s Report forthe Financial Year ended on 31st March, 2024.
The financial performance of the Company for the Financial Year ended on 31st March,2024 is summarized as below:
(Rs. in Lakhs)
Particulars
2023-24
2022-23
Revenue from Operations
176.07
-
Other Income
Total Revenue
Total Expenses
-172.76
-16.42
Profit / Loss before Depreciation, Exceptional and ExtraOrdinary Items and Tax Expenses
3.31
Less: Depreciation / Amortization / Impairment
0.73
0.78
Profit / Loss before Exceptional and Extra OrdinaryItems and Tax Expenses
2.58
-17.20
Add / Less: Exceptional and Extra Ordinary Items
Profit / Loss before Tax Expenses
Less: Tax Expense
Current Tax
Deferred Tax
Profit / Loss for the Period
Total revenue for Financial Year 2023-24 is Rs. 176.07 Lakhs compared to the NILrevenue of previous Financial Year. The Company has incurred Profit before tax for theFinancial Year 2023-24 of Rs. 2.58 Lakhs as compared to Loss of Rs. 17.20 Lakhs ofprevious Financial Year. Net Profit after Tax for the Financial Year 2023-24 is Rs. 2.58Lakhs as against Net Loss after tax of Rs. 17.20 Lakhs of previous Financial Year. TheDirectors are continuously looking for the new avenues for future growth of theCompany and expect more growth in the future period.
There is no change in the nature of business during the year under review.
To conserve the resources for future prospect and growth of the Company, yourdirectors do not recommend any dividend for the Financial Year 2023-24 (Previousyear - Nil).
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remainingunpaid or unclaimed for a period of seven years shall be transferred to the InvestorEducation and Protection Fund (“IEPF”]. During the year under review, there was nounpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period ofseven years from the date of transfer of such unpaid dividend to the said account.Therefore, there were no funds which were required to be transferred to InvestorEducation and Protection Fund.
The Profit of the Company for the Financial Year ending on 31st March, 2024 istransferred to profit and loss account of the Company under Reserves and Surplus.
Pursuant to Section 92(3] read with Section134(3](a] of the Act, the Annual Return ason March 31, 2024 is available on the Company’s website at www.sharanaminfra.co.in
8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THEDATE OF THE REPORT:
The Company has entered into a strategic partnership with Bloom Infra LLC, aprominent real estate developer based in Abu Dhabi, United Arab Emirates. Thisagreement, effective from 29th March, 2024 endows Sharanam Infraproject withexclusive rights to act as the trading entity for land associated with various
development projects in Khalifa City B (Shakhbout City], which are managed by BloomInfra LLC. The aggregate value of the projects is estimated to be approximately AED 30billion. Under the agreement, Sharanam Infraproject is poised to earn a trading feeranging from 0.75% to 1.25% on transactions executed, which is expected tosubstantially augment our revenue streams and, by extension, enhance shareholdervalue.
ii. Allotment of Shares on Rights Issue Basis:
The Company has allotted 7,00,01,400 (Seven Crores One Thousand Four Hundred]Equity Shares having face value of Re. 1.00/- (Rupee One Only] each on a Rights basisto the eligible equity shareholders of the Company at a price of Re. 1.00/- (Rupee OneOnly] per equity share in the ratio of 7:5 i.e., 7 (Seven] Rights Equity shares for every 5(Five] fully paid-up Equity shares held by the eligible equity shareholders as on theRecord date i.e. Wednesday, 10th January, 2024. The said allotment was pursuant tothe Letter of Offer dated 12th January, 2024 and the Basis of Allotment as approved byBSE Limited (“BSE”], the Designated Stock Exchange for this issue. Consequent to thesaid allotment, the Paid-up Equity Share Capital of the Company increased from Rs.5,00,01,000/- to Rs. 12,00,02,400/-.
The Company vide its board meeting held on Tuesday, 23rd April, 2024, changed itsregistered office within the local limits of the city from 303, Earth Arise, Nr. Y.M.C.A.Club, S. G. Road, Makarba, Vejalpur, Ahmedabad - 380051 to B418, Sobo Center, ABlock, 4th Floor, Sobo Center, South Bopal, Ahmedabad - 380058, Gujarat, India.
There are no significant material orders passed by the Regulators or Courts or Tribunal,which would impact the going concern status of the Company and its future operation.
The Directors of the Company met at regular intervals at least once in a quarter with thegap between two meetings not exceeding 120 days to take a view of the Company’spolicies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 11(Eleven) times viz. 16thMay 2023, 2nd June, 2023, 16th June, 2023, 27th June, 2023, 21st July, 2023, 11th August,2023, 8th September, 2023, 9th November, 2023, 12th January, 2024, 7th February, 2024,12th February, 2024.
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of theCompanies Act, 2013, to the best of their knowledge and belief the Board of Directorshereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2024the applicable accounting standards have been followed and there are no materialdeparture from the same;
b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of financial yearand of the Profit of the Company for the financial year ended on 31st March, 2024.
c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act, 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. The Directors had prepared the Annual Accounts on a going concern basis;
e. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and
f. The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate andoperating effectively.
The provisions of section 135 of the Companies Act, 2013 is not applicable to yourCompany as the Company does not fall under the criteria limits mentioned in the saidsection of the Act.
Hence, the Company has not taken voluntary initiative towards any activity mentionedfor Corporate Social Responsibility.
Management Discussion and Analysis Report as required under Regulation 34 andSchedule V of the SEBI (Listing Obligation and Disclosure Requirements] Regulations,2015 forms an integral part of this Report, and provides the Company's current workingand future outlook as per Annexure - 1.
The Company does not have any Holding / Subsidiary/Associate Company and JointVenture.
During the year under review, the Company did not accept any deposits from the publicand not borrowed money from the Banks and Public Financial Institutions. Accordingly,provisions of Section 177(9] of the Companies Act, 2013 read with Rule 7 of theCompanies (Meetings of Board and its Powers] Rules, 2014 does not apply to theCompany.
During the year under review, the Company has complied with the applicableSecretarial Standards issued by The Institute of Company Secretaries of India (ICSI). TheCompany has devised proper systems to ensure compliance with its provisions and is incompliance with the same.
The Board evaluated the effectiveness of its functioning, that of the Committees and ofindividual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations.The Board sought the feedback of Directors on various parameters including:
• Degree of fulfillment of key responsibilities towards stakeholders (by way ofmonitoring corporate governance practices, participation in the long-termstrategic planning, etc.];
• Structure, composition, and role clarity of the Board and Committees;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management;
• Board / Committee culture and dynamics; and
• Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issuedby the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent Directorand the Chairman of NRC had one-on-one meetings with each Executive and Non¬Executive, Non-Independent Directors. These meetings were intended to obtainDirectors’ inputs on effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-IndependentDirectors, the Board as a whole, and the Chairman of the Company was evaluated,taking into account the views of Executive Directors and Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of theindividual directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and themeeting of Nomination and Remuneration Committee, the performance of the Board, itscommittees, and individual directors was discussed.
The evaluation process endorsed the Board Members’ confidence in the ethical
standards of the Company, the resilience of the Board and the Management innavigating the Company during challenging times, cohesiveness amongst the BoardMembers, constructive relationship between the Board and the Management, and theopenness of the Management in sharing strategic information to enable Board Membersto discharge their responsibilities and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance andthat of its committees and individual directors as per the formal mechanism for suchevaluation adopted by the Board. The performance evaluation of all the Directors wascarried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and theBoard as a whole was carried out by the Independent Directors. The exercise ofperformance evaluation was carried out through a structured evaluation processcovering various aspects of the Board functioning such as composition of the Board &committees, experience & competencies, performance of specific duties & obligations,contribution at the meetings and otherwise, independent judgment, governance issuesetc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations, 2015, the Board has carried out the annualperformance evaluation of the Directors individually as well as evaluation of theworking of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
• Knowledge
• Professional Conduct
• Comply Secretarial Standard issued by ICSI Duties
• Role and functions
b) For Executive Directors:
• Performance as leader
• Evaluating Business Opportunity and analysis of Risk Reward Scenarios
• Key set investment goal
• Professional conduct and integrity
• Sharing of information with Board.
• Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
The Company has in place adequate internal financial controls with reference tofinancial statement across the organization. The same is subject to review periodicallyby the internal audit cell for its effectiveness. During the financial year, such controlswere tested and no reportable material weaknesses in the design or operations wereobserved. The Statutory Auditors of the Company also test the effectiveness of InternalFinancial Controls in accordance with the requisite standards prescribed by ICAI. Theirexpressed opinion forms part of the Independent Auditor’s report.
Internal Financial Controls are an integrated part of the risk management process,addressing financial and financial reporting risks. The internal financial controls havebeen documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews, control self-assessment, continuous monitoring by functionalexperts. We believe that these systems provide reasonable assurance that our internalfinancial controls are designed effectively and are operating as intended.
During the year, no reportable material weakness was observed.
During the year under review, neither the Statutory nor the Secretarial Auditors hasreported to the Audit Committee under Section 143(12) of the Companies Act, 2013 anyinstances of fraud committed against the Company by its officers or employees, thedetails of which would need to be mentioned in the Board's Report.
The details of loans, investment, guarantees and securities covered under the provisionsof section 186 of the Companies Act, 2013 are provided in the financial statement.
All transactions to be entered by the Company with related parties will be in theordinary course of business and on an arm's length basis. However, the Company hasnot entered into any related party transaction, as provided in Section 188 of theCompanies Act, 2013, with the related party. Hence, Disclosure as required underSection 188 of the Companies Act, 2013 is not applicable to the Company.
The Company has established vigil mechanism and framed whistle blower policyfor Directors and employees to report concerns about unethical behavior, actualor suspected fraud or violation of Company’s Code of Conduct or Ethics Policy.
The Company has framed “Business Conduct Policy”. Every employee is requiredto review and sign the policy at the time of joining and an undertaking shall begiven for adherence to the Policy. The objective of the Policy is to conduct thebusiness in an honest, transparent and in an ethical manner. The policy providesfor anti-bribery and avoidance of other corruption practices by the employees ofthe Company.
(Amount in Lakhs)
Sr. No.
Amount
1.
Balance at the beginning of the year
(146.61)
2.
Current Year’s Profit / (Loss)
3.
Other Comprehensive Income
4.
Amount of Securities Premium and other Reserves
Total
(144.03)
23.FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign exchange earnings and outgo
F.Y. 2023-24
F.Y. 2022-23
a.
Foreign exchange earnings
Nil
b.
CIF value of imports
c.
Expenditure in foreign currency
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules, 2014 are not applicable to the Company as none of theEmployees of the Company has received remuneration above the limits specified in theRule 5(2) & (3) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules, 2014 during the financial year 2023-24.
During the year under review, the Company has not entered into any materiallysignificant related party transactions which may have potential conflict with theinterest of the Company at large. Suitable disclosures as required are provided in AS-18which is forming the part of the notes to financial statement.
The Directors and Key Managerial Personnel of the Company are summarized below ason below:
Sr.
No.
Name
Designation
DIN
Ms. Eeti Panchal1
Non-Executive Director
09723466
Mr. Siddharth Patel1
Non-Executive and IndependentDirector
08548046
Mr. Jigneshkumar Ambalia3
Chairman and Managing Director
07784782
Mr. Savankumar Shingala13
Non-Executive and Non¬Independent Director
08766790
5.
Ms. Shewtaben Arvindbhai Saparia4
10083476
6.
Mr. Ankitkumar SurendrakumarAgrawal4
10118085
7.
Mr. Pareshbhai Devaiya3
Chief Financial Officer
BSRPP5175K
8.
Mr. Jinesh Mistry
Company Secretary
BHFPM5490R
9.
Mr. Suraj Dineshbhai Nakrani2
10703736
10.
Mr. Sandeep Sharma2
02448618
11.
Mr. Jitendra Pradipbhai Parmar2
09699769
12.
Ms. Riddhiben Kevinkumar Tilva2
10706085
13.
Mr. Bhavinkumar R Sherathia2
BXGPS0012Q
1 Appointment of Ms. Shwetaben Arvindbhai Saparia as Non-Executive and Independent Director, Mr.Ankitkumar Surendrakumar Agrawal as Non-Executive and Independent Director, Change in designation of Mr.Savankumar Shingala from Non-Executive and Independent Director to Non-Executive Non-IndependentDirector of the Company and Resignation of Ms. Eeti Shaileshkumar Panchal from the designation of Non¬Executive and Independent Director and Mr. Siddharth Jayantibhai Patel from the designation of Non¬Executive and Independent Director of the Compnay w.e.f. 10th May, 2024.
2. Appointment of Mr. Suraj Dineshbhai Nakrani as Managing Director and Chairman, Mr. Sandeep Sharma asNon-Executive and Non-Independent Director, Mr. Jitendra Pradipbhai Parmar as Non-Executive andIndependent Director, Ms. Riddhiben Kevinkumar Tilva as Non-Executive and Independent Director and Mr.Bhavinkumar R Sherathia as Chief Financial Officer w.e.f. 16th July, 2024.
3. Resignation of Mr. Jigneshkumar Parshottambhai Ambalia from the designation of Managing Director andChairman, Mr. Savankumar S Shingala from the designation of Non-Executive and Non-Independnet Director,Mr. Pareshbhai Ranchohdbhai Devaiya from the designation of Chief Financial Officer of the Company w.e.f.18th July, 2024.
4. Resignation of Ms. Shwetaben Arvindbhai Saparia from the designation of Non-Executive and IndependentDirector, Mr. Ankitkumar Surendrakumar Agrawal from the designation of Non-Executive and IndependentDirector and
Apart from the above changes, there were no other changes in the composition of theBoard of Directors of the Company during the Financial Year 2023-24 and till the date ofBoard’s Report.
As per Companies Act, 2013 the Independent Directors are not liable to retire byrotation.
Mr. Jitendra Pradipbhai Parmar and Ms. Riddhiben Kevinkumar Tilva, IndependentDirectors of the Company has confirmed to the Board that they meets the criteria ofIndependence as specified under Section 149 (6] of the Companies Act, 2013 and hequalifies to be an Independent Director and confirms that meets the requirement ofIndependent Director as mentioned under Regulation 16 (1] (b] of SEBI (ListingObligation and Disclosure Requirements] Regulations, 2015. The confirmations werenoted by the Board.
Your Company strives to incorporate the appropriate standards for corporategovernance. Report on Corporate Governance and a Certificate from the secretarialAuditors M/s. Jay Pandya & Associates, Practicing Company Secretaries, regardingcompliance of the conditions of Corporate Governance as stipulated in Schedule V of theSEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 has beenannexed herewith as Annexure - 3 to this report
As per Section 73 of the Companies Act, 2013, the Company has neither accepted norrenewed any deposits during the financial year. Hence, the Company has not defaultedin repayment of deposits or payment of interest during the financial year.
M/s A K Ostwal & Co., Chartered Accountants, Ahmedabad, bearing registration number107200W, Statutory Auditors of the company for the Financial Year 2023-2024.
Company has received a written confirmation from M/s A K Ostwal & Co., CharteredAccountants, Ahmedabad, to the effect that their appointment, if made, would satisfy thecriteria provided in Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of your Company.
The Auditors have also furnished a declaration confirming their independence as wellas their arm’s length relationship with your Company as well as declaring that they havenot taken up any prohibited non-audit assignments for your Company. The AuditCommittee reviews the independence of the Auditors and the effectiveness of the AuditProcess.
The Board appointed M/s. Jay Pandya & Associates, Company Secretaries, Ahmedabad,to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial AuditReport for the Financial Year ended 31st March, 2023 is annexed herewith marked asAnnexure-2 to this Report.
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee astabulated below, was held on 16th May 2023,11th August, 2023, 9th November, 2023, 12thJanuary 2024, 7th February, 2024,12th February, 2024.
The attendance records of the members of the Committee are as follows:
Status
No. of theCommitteeMeetings entitled
No. of the CommitteeMeetings attended
Savankumar Shingala
Chairman
6
Siddharth Patel2
Member
Eeti Panchal3
Ms. Shwetaben Arvindbhai Saparia andMr. Ankitkumar Surendrakumar Agrawalappointed as Independent Directors on 10-05-2024 and Audit Committee wasreconstituted as below:
Shwetaben ArvindbhaiSaparia
0
Ankitkumar SurendrakumarAgrawal
Audit Committee was reconstituted on 16th July, 2024. Hence as on the date of Report,below is the Composition of Audit Committee:
Riddhiben Kevinkumar Tilva
Jitendra Pradipbhai Parmar
Sandeep Sharma
B. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of members of Nomination and Remunerationcommittee as tabulated below, was held on 16th May, 2023 & 8th September, 2023 and7th February, 2024.
Mr. Savankumar Shingala
3
Mr. Siddharth Patel
Ms. Eeti Panchal
Ms. Shwetaben Arvindbhai Saparia and Mr. Ankitkumar Surendrakumar Agrawalappointed as Independent Directors on 10-05-2024 and Nomination andRemuneration Committee was reconstituted as below:
Nomination and Remuneration Committee was reconstituted on 16th July, 2024. Henceas on the date of Report, below is the Composition of Nomination and RemunerationCommittee:
Riddhiben KevinkumarTilva
C. Composition of Stakeholders' Relationship Committee:
During the year under review, meetings of members of Stakeholders’ Relationshipcommittee as tabulated below, was held on 7th February, 2024 and the attendancerecords of the members of the Committee are as follows:
1
Siddharth Patel
Eeti Panchal
Ms. Shwetaben Arvindbhai Saparia and Mr. Ankitkumar Surendrakumar Agrawalappointed as Independent Directors on 10-05-2024 and Stakeholders’ RelationshipCommittee was reconstituted as below:
Stakeholders’ Relationship Committee was reconstituted on 16th July, 2024. Hence as onthe date of Report, below is the Composition of Nomination and RemunerationCommittee:
Suraj Dineshbhai Nakrani
Separate meetings of the Independent Directors of the Company were held on 31stMarch, 2024 to discuss the agenda items as prescribed under applicable laws. AllIndependent Directors have attended the said meeting. In the opinion of the Board, allthe Independent Directors fulfil the conditions of Independence as defined under theCompanies Act, 2013 and SEBI (LODR], 2015 and are independent of the managementof the Company.
The Company has always been committed to provide a safe and conducive workenvironment to its employees. Your directors further state that during the year underreview there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal] Act, 2013 as confirmed by theInternal Complaints Committee as constituted by the Company.
As per direction of the SEBI, the shares of the Company are under compulsory dematform. The Company has established connectivity with both the Depositories i.e.,National Securities Depository Limited and Central Depository Services (India] Limitedand the Demat activation number allotted to the Company is ISIN: INE104S01022.Presently shares are held in electronic and physical mode.
The Directors are pleased to report that the relations between the employees and themanagement continued to remain cordial during the year under review.
The provisions relating to maintenance of cost records as specified by the CentralGovernment under sub-section (1] of section 148 of the Companies Act, 2013, are notapplicable to the Company and accordingly such accounts and records are not requiredto be maintained.
During the year under review, there were no application made or any proceedingpending in the name of the company under the Insolvency and Bankruptcy Code, 2016(31 of 2016].
The observations of the Statutory Auditors, when read together with the relevantnotes to the accounts and accounting policies are self-explanatory and do not callfor any further comment.
The Observation of the Secretarial Audit report do not call for any comments.
The Remuneration policy is directed towards rewarding performance based on reviewof achievements on a periodical basis. The remuneration policy is in consonance withthe existing industry practice and is designed to create a high-performance culture. Itenables the Company to attract, retain and motivate employees to achieve results. TheCompany has made adequate disclosures to the members on the remuneration paid toDirectors from time to time. The Company's Policy on director's appointment andremuneration including criteria for determining qualifications, positive attributes,independence of a director and other matters provided under Section 178 (3] of the Actis available on the website of the Company at www.sharanaminfra.co.in
40. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT OF ONE TIMESETTLEMENT AND THE VALUATION WHILE AVAILING LOAN FROM BANKS ANDFINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of Loans takenfrom Banks and Financial Institutions.
Your directors would like to express their sincere appreciation for the co-operation andassistance received from the Bankers, Regulatory Bodies, Stakeholders includingFinancial Institutions, Suppliers, Customers and other business associates who haveextended their valuable sustained support and encouragement during the year underreview.
Your directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executives, officers and staff at alllevels of the Company. We look forward for the continued support of every stakeholderin the future.
B- 418, Sobo Center, A Block, 4th Sharanam Infraproject and Trading Limited
Floor, Sobo Center, Bopal,
Ahmedabad, Daskroi, Gujarat,
India, 380058
Sd/- Sd/-
Suraj D Nakrani Sandeep Sharma
Managing Director Director
Place: Ahmedabad DIN: 10703736 DIN: 02448618
Date: 22/07/2024