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Sharda Motor Industries Ltd			Industry : Auto Ancillaries


BSE Code:	535602	NSE Symbol:	SHARDAMOTR	P/E(TTM):	16.69

ISIN Demat:	INE597I01028	Div & Yield %:	1.14	EPS(TTM):	90.72

Book Value(Rs):	290.936429	Market Cap ( Cr.):	4501.37	Face Value(Rs):	2

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Dear Members,

Your directors have pleasure in presenting the Thirty-Seven (37) Directors? Report on the business and operations of the Company together with the financial statements for the financial year ended on March 31, 2022.

FINANCIAL SUMMARY

(Rs. In Lakhs)

	Standalone	Consolidated
Particular	Year Ended March 31, 2022	Year Ended March 31, 2021	Year Ended March 31, 2022	Year Ended March 31, 2021
Revenue from operations	2,25,531.32	1,73,653.60	2,25,531.32	1,73,653.60
Other Income	2,953.61	2,145.03	2,953.61	2,145.03
Total Revenue	2,28,484.93	1,75,798.63	2,28,484.93	1,75,798.63
Profit before Financial Charges, Depreciation	25,732.38	15,069.15	25,732.38	15,069.15
Less: Financial Costs	147.50	142.70	147.50	142.70
Profit before Depreciation, Exceptional Items & Taxes	25,584.88	14,926.45	25,584.88	14,926.45
A. Depreciation	4,065.09	4,398.46	4,065.09	4,398.46
B. Exceptional items		-		-
Taxation
- Current Tax	5,539.88	3,050.00	5,539.88	3,050.00
- Deferred Tax Charged/ (Released)	(169.58)	(381.04)	(169.58)	(381.04)
Profit for the year before share of profit/(loss) of associates and joint venture	16,149.49	7,859.03	16,149.49	7,859.03
Share of profit/(loss) of associate (net of tax)		-	(17.85)	(35.82)
Share of profit/(loss) of Joint venture (net of tax)		-	(1,210.13)	(1,158.31)
Profit for the year	16,149.49	7,859.03	14,921.51	6,664.90
Other comprehensive income (net of tax)	64.78	(37.14)	64.78	(37.14)
Add: Profit brought forward from previous year	22,924.08	15,102.19	21,464.51	14,836.75
Less: Adjustments pursuant to the scheme of arrangement (Demerger)		-		-
Profit available for appropriation	39,138.35	22,924.08	36,450.80	21,464.51
APPROPRIATIONS
Dividend	781.94	-	781.94	-
Tax on Dividend	-	-	-	-
Interim Dividend	-	-	-	-
Tax on Interim Dividend	-	-	-	-
Transferred to General Reserves	-	-	-	-
Balance carried forward to Balance Sheet	38,356.41	22,924.08	35,668.86	21,464.51
Paid-up equity share capital (Face value of Rs. 2/- each)	594.63	594.63	594.63	594.63

OPERATIONAL PERFORMANCE

During the year under review, the total revenue from operations and other income was Rs. 2,28,484.93 Lacs as against Rs. 1,75,798.63 Lacs of previous year. Profit before taxation was Rs. 21,519.79 Lacs as against Rs. 10,527.99 Lacs of previous year (i.e. Increased by approx. 104.40 Percent) during the year whereas the finance cost has been increased to Rs. 147.50 Lacs from Rs. 142.70 Lacs. Net Profit after taxes of the Company has Increased by 105.49 percent on standalone basis and 123.88 percent on consolidated basis year on year basis.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, the Company has not changed the nature of its Business

SHARE CAPITAL & SPLIT OF FACE VALUE OF EQUITY SHARE

Sub-division / Split of Equity Shares of the Company such that 1 (One) equity share of the face value of Rs. 10/- each split / sub-divided into 5 (Five) equity shares of the face value of Rs. 2/- each with effect from the Record Date i.e. April 19, 2021. Pursuant to the aforesaid sub-division the paid-up share capital of the Company is Rs. 5,94,63,260 divided into 2,97,31,630 equity shares of Rs. 2/- each.

JOINT VENTURE

During the year under review, the Company ("SMIL") entered into a Joint Venture (JV) Agreement with Kinetic Green Energy & Power Solutions Limited ("Kinetic") on June 23, 2021, in the ratio of 74:26 i.e. (SMIL: 74 & Kinetic: 26) for Business of manufacturing Battery Packs along with BMS /related systems or other alternative fuel systems for Electric Vehicles or other applications such as stationary applications, or any other alternative fuel technology products such as hydrogen fuel-based systems, other components related to electric/hybrid vehicles. This Joint Venture is expected to bring benefits to both the JV Partners i.e. SMIL & Kinetic. Pursuant to this, from November 22, 2021, onwards till the date of this report, both the Joint Venture partners have invested in their Joint Venture ratio "Udippt Mobility Private Limited" to undertake the Business Activities. Likewise Udippt Mobility Private Limited became Subsidiary of the Company as on November 22, 2021.

EMPLOYEES STOCK OPTION SCHEME

To attract, reward and retain talented and key Employees of the Company and also to motivate them, the shareholders of the Company had approved formulation and implementation of "Sharda Motor Industries Limited Stock Option Scheme 2022" (the "Scheme") through postal ballot on July 08, 2022 for grant of stock options to such eligible employees and enable them to be co-owners and get a share in the value they would create in the Company and contribute to the Company goals in the years to come, thereby increasing the overall shareholders? value. The Company has filed requisite application with the stock exchange(s) for obtaining in-principle approval, where its equity shares are listed, and may consider grant of options under the Scheme in the present financial year after receipt such approval from all the stock exchanges.

DIVIDEND & RESERVES

Based on the financial performance of the Company, the Board of Directors of the Company at its Meeting held on May 27, 2022, has recommended a final dividend of Rs. 8.15/- per equity of face value of Rs. 2 each i.e. 407.5 Percent on the paid-up share capital, for the FY 2021-22.

During the year under review, the Company has not transferred any amount to the Reserves.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy was approved by the Board of Directors of the Company at its Meeting held on June 23, 2021, and is available on the Company?s website at: https://www.shardamotor.com/wp-content/uploads/2022/07/ DIVIDEND-DISTRIBUTION-POLICY.pdf .The said Policy shall provide the Shareholders understanding the Dividend aspect of the Company with the following parameters:

- the circumstances under which the shareholders of the listed entities may or may not expect dividends;

- the financial parameters that shall be considered while declaring dividend;

- internal and external factors that shall be considered for declaration of dividend;

- policy as to how the retained earnings shall be utilised; and

- parameters that shall be adopted with regard to various classes of shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The existing composition of the Board is fully in conformity with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") including any statutory modification(s) / amendment(s) thereof for the time being in force.

Further, all the Directors of the Company have given the declaration that they are not debarred from being appointed / re-appointed or continuing as Director of the Company by the virtue of any Order passed by the SEBI, Ministry of Corporate Affairs or any such Statutory Authority. All the Independent Directors meet/fulfills the criteria/conditions of Independence as prescribed under the Companies Act and Listing Regulations and are Independent of the Management of the Company.

The Company has received the declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and rules made there under along with declaration for compliance with clause 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the shareholders of the Company at its 36 Annual General Meeting have approved the following:

1. Re-appointment of Shri Udayan Banerjee (DIN: 00339754) as Non-Executive Independent Director of the Company for the second term of five consecutive years from January 1, 2022, till December 31, 2027.

2. Continuation / Re-appointment of Shri Udayan Banerjee (DIN: 00339754) as Non-Executive-Independent Director aged about 74 years, w.e.f January 15, 2022, till December 31, 2027.

3. Re-appointment of Shri Ajay Relan as Managing Director of the Company.

4. Further, Shri Nitin Vishnoi, Director of the Company liable to retire by rotation was also re-appointed as Executive Director of the Company.

In pursuant to section 152 of the Companies Act, 2013, the Board of Directors of the Company at its Meeting held on August 10, 2022 has considered and recommended the re-appointment of Smt. Sharda Relan (DIN:00252181), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, considering that, being eligible she offers herself for re-appointment.

Further due to the sad demise of Shri Satinder Kumar Lambah, Non-Executive Independent Director on June 30, 2022, he ceases to be associated as "Non-Executive Independent Director" of the company and Chairperson of the Stakeholders? Relationship Committee and Nomination & Remuneration Committee and member of the Audit Committee, the Corporate Social Responsibility Committee and the Risk Management Committee of the Company. He has been associated with the Company since 2016 and have given remarkable contribution vide. suggestions and recommendations given by them. We can testify to his sincerity, abilities, knowledge and professionalism.

A brief profile of the above-mentioned director(s) seeking appointment / re-appointment at the ensuing 37 Annual General Meeting (37 AGM) of the Company has been provided in the Explanatory Statement of the Notice of this AGM. In compliance with the provisions of the Companies Act, 2013, Listing Regulations and other applicable provisions, if any, the required consents/declarations showing the willingness and confirming that they are eligible and are not disqualified from being appointed / re-appointed / continued as Director was duly received from all the as Director(s) / Key Managerial Personnel(s) of the Company.

All the Non-Executive Directors have extensive business experience and are considered by the Board to be independent in character and judgment of the management of the Company and free from any business or other relationship, which could materially interfere with the exercise of their independent judgment and had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

During the year under review, except for the above-mentioned, there is no change in the Directorship & Key Managerial Personnel(s) of the Company.

NUMBER OF MEETINGS OF THE BOARD

The number of Board and committee meetings including the date of the meeting and attendance thereof by each director during the year is given in the Report on Corporate Governance that forms part of this Annual Report. The compliance of intervening gap between any two meetings was well within the purview of Companies Act, 2013 & SEBI Listing Regulations, read with Circulars/notifications/amendments thereof as may be issued/notified by Ministry of Corporate Affairs & SEBI from time to time.

BOARD-LEVEL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations and other applicable provisions, if any. The Board of Directors ("Board") at its meeting held on May 27, 2022, carried out the performance evaluation of its own performance and that of its committees and individual directors.

A suggestive evaluation format (structured questionnaire) for the performance evaluation, based on the approved criteria, was provided to all the Directors for their evaluation and was also placed/presented before the members of the Board to give their comments therein for facilitating the performance evaluation of individual directors, the Board as a whole and its committees.

Based on the above the performance of the Board was evaluated through the ratings given by each Director based on the structured questionnaire that was prepared after considering the approved criteria such as the Board composition and structure, effectiveness of board processes, contribution toward the development of the strategy etc.

The performance of the committees was also evaluated by the Board after seeking inputs/ratings from the committee members on the basis of the approved criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board deliberated and found that the overall performance of individual directors and the Board as a whole and its committees were satisfactory.

The Board of Directors has reviewed the performance of the individual directors, including both independent and nonindependent, on the basis of the evaluation criteria like qualification & experience, attendance of directors at Board and committee meetings, conflict of interest, effective participation, integrity, knowledge & competencies, domain knowledge, compliance with code of conduct, independent judgment, vision, and strategy etc.

In a separate meeting of independent directors, the performance of non-independent directors, the performance of the Board as a whole, and the performance of the Chairperson were evaluated taking into account the views of executive directors and non-executive directors. The same was discussed in the next board meeting held after the meeting of the independent directors held on March 30, 2022, at which the performance of the Board, its committees and individual directors was also discussed.

The Directors expressed their satisfaction with the evaluation process. The Board also noted that the Independent Directors fulfill the independence criteria as specified in the Listing Regulations and are Independent of the Management of the Company.

NOMINATION, REMUNERATION & EVALUATION POLICY

Pursuant to Section 134(3) read with Section 178 of the Companies Act, 2013, the nomination and remuneration policy of

the Company lays down the criteria for determining qualifications, competencies, positive attributes, and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, Key Managerial Personnel(s) ("KMP") and other employees is available on the Company?s website at http://www.shardamotor.com/wp- content/uploads/2018/08/NRC- policy.pdf

AUDIT COMMITTEE

During the year under review, audit committee comprises five members out of which four are independent directors including Shri Kishan N Parikh, an Independent Director, who is the Chairperson of the Committee. Smt. Sharda Relan, Non-Executive Director of the Company is also a Member of the Committee. All the members of the committee have adequate financial & accounting knowledge and background. Detailed information regarding the number of committee meetings, terms of reference, etc. is provided in the Corporate Governance Report forming part of this annual report. All recommendations of the Audit Committee, whenever made, were accepted by the Board during the FY 2021-22.

AUDITORS

SECRETARIAL AUDITORS & AUDITORS REPORTS

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, is any, the Board of Directors has appointed M/s.VKC & Associates, Company Secretaries in practice, bearing CP. No. 4548 as Secretarial Auditor of the Company, to conduct Secretarial Auditor the Company for the FY 2021-22. The Secretarial Audit Report for the FY ended March 31, 2022, is annexed herewith marked as Annexure I to this Report.

Further, the Board of Directors of the Company at its Meeting held on May 27, 2022, has considered and approved the appointment of M/s. VKC & Associates, Company Secretaries in practice, bearing CP. No. 4548 as Secretarial Auditor of the Company for the FY 2022-23.

STATUTORY AUDITORS & AUDITORS REPORTS

Pursuant to the provisions of Section 139 and other applicable provisions of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Gupta Vigg & Co., Chartered Accountants (Firm Registration No. 001393N) were appointed by the Members as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, from the conclusion of the 32^nd Annual General Meeting of the Company held on August 30, 2017, till the conclusion of 37^th Annual General Meeting of the Company to be held in the year 2022.

Since the term of Statutory Auditor is going to expire at the ensuing AGM scheduled to be held in the year 2022. Based on the recommendations of the Audit Committee and the Board of Directors of the Company at their Meeting held on August 10, 2022 it is hereby proposed to appoint M/s. S.R. DINODIA & Co. LLP, Chartered Accountants, having registration No. 001478N/N500005, as the Statutory Auditors of the Company for a term of five consecutive years, who shall hold office from the conclusion of this 37^th AGM till the conclusion of the 42^nd AGM of the Company.

Further, M/s. S.R. DINODIA & Co. LLP have given their consent for their appointment as Statutory Auditors of the Company and have issued a certificate confirming that their appointment, if made, will be within the limits prescribed under the provisions of Section 139 of the Companies Act, 2013 (‘the Act?) and the rules made thereunder. M/s. S.R. DINODIA & Co. LLP have confirmed that they are eligible for the proposed appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. As confirmed to Audit Committee and stated in their report on financial statements, the Auditors have reported their independence from the Company and its subsidiary according to the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI?) and the ethical requirements relevant to the audit.

During the year under review, there was no incident related to fraud that was reported to the Audit Committee or Board of Directors under section 143(12) of the Companies Act, 2013 by the Statutory Auditors of the Company. Hence, no detail is required to be disclosed under Section 134 (3). The Auditors? Reports (Standalone & Consolidated) to the Shareholders does not contain any qualification, reservation or adverse remarks. The notes on Financial Statement referred to in the Auditors? Report are self-explanatory and do not require any further comments.

COST AUDITORS & COST AUDIT REPORT

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, and based on the recommendation of the audit committee, the Board of Directors of the Company has appointed M/s. Gurdeep Singh & Associates (holding M.No. 9967) as Cost Auditors of the Company for conducting the cost audit for the FY 2021-22, considering that the remuneration has also been approved by the members at the 36^th Annual General Meeting. The Company has also received a letter from Cost Auditors of the Company to the effect that their, appointment is within the limits prescribed as per the Companies Act, 2013 and are not disqualified from being appointed as Cost Auditors of the Company.

Further, the Board of Directors of the Company at its Meeting held on May 27, 2022, has considered and approved the appointment of M/s. Gurdeep Singh & Associates (holding M. No. 9967) as Cost Auditors of the Company for conducting the cost audit for the FY 2022-23 subject to the ratification of remuneration by the members that have been placed before the ensuing 37^th Annual General Meeting.

Further, on the recommendation of the Audit Committee, the Company has made and maintained all such accounts and cost records, as specified in section 148 of the Companies Act, 2013 read with sub-rule (5) of rule 8 of the Companies (Accounts) Rules, 2014.

APPLICATION / ANY PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, the Company has not made any Application and nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

VALUATION

During the year under review, the Company has not performed any Valuation for one time settlement and for taking loan from the Banks or Financial Institutions. Therefore the details of Valuation and its difference between amount of valuation are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company has majorly identified/approved and complied with the following:

- Identified the Ongoing Projects in which the Company shall undertake its CSR Activities / Obligation through "Sharda CSR Foundation Trust" for the FY 2021-22.

- Opening of "Sharda Motor Industries Limited -Unspent CSR Account FY 2021-22"

- Transferring Unspent CSR Amount that remains unspent for the FY 2021-22 for the utilization of funds over the identified Ongoing Project.

- Devising of Annual Action Plan for carrying out the CSR activities for the FY 2022-23.

Further, the Company has transferred an amount of Rs. 199.94 Lacs to "Sharda Motor Industries Limited - Unspent CSR Account FY 2021-22, indeed to the accomplishment of the CSR Obligations as identified by the CSR Committee & Board of Directors as Ongoing Project i.e. Support Poor, Sharda - Green India Campaign, Sharda - Medicare, Sharda - Clean India Campaign & Sharda - Educate. The said amount shall be utilized in a period of three years for such activities as identified under the aforesaid Ongoing Projects for the FY 2021-22 for the benefit of the Society.

Details of the composition of the Committee, number of meetings, and attendance at the meetings are provided in the Corporate Governance Report forming part of this annual report. The revised Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://www.shardamotor.com/wp-content/ uploads/2016/07/Corporate-Social-Responsibility-Policy-1.pdf

In terms of Section 135 and rules made thereunder an annual report on CSR activities, expenditure, committee composition etc. is provided as Annexure II to the Director?s report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Company?s website under Section "Announcement" of the enclosed link: https://www.shardamotor.com/investor- relations/notices-results/

PARTICULARS OF EMPLOYEES

The details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure-III.

The statement containing details of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure IV.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed here with marked as Annexure V to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, guarantees, and investments under section 186 have been disclosed in the financial statements.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in Form AOC - 2 are appended as Annexure-VI forming part of this report.

The policy on materiality of and dealing with related party transactions is available on the Company?s website at https:// www.shardamotor.com/investor-relations/

Further, pursuant to the Amendment in SEBI Listing Regulations 2018, the transactions belonging to the promoter/ promoter group holding 10 Percent or more shareholding in the Company are for Shri Ajay Relan, Promoter/ Managing Director of the Company is holding 58.43 Percent of Equity Shares in the Company. The above detail is also provided in the Related Party Disclosures in Note No. 37 of Notes to Financial Statements for the year ended March 31, 2022, forms part of this Annual Report.

CORPORATE GOVERNANCE

We strive to attain high standards of corporate governance while dealing with all our stakeholders and have complied with all the mandatory requirements relating to Corporate Governance as stipulated in Para C of Schedule V of Listing Regulation. The "Report on Corporate Governance" forms an integral part of this report and is set out as a separate section to this annual report. A certificate from M/s. Gupta Vigg & Co., Chartered Accountants, the statutory auditors of the Company, certifying compliance with the conditions of corporate governance stipulated in Para E of Schedule V of Listing Regulations is annexed with the report on corporate governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulation, is presented in a separate section forming part of this Annual Report.

VIGIL MECHANISM

The Company has a vigil mechanism for directors and employees to report their genuine concerns. Vigil Mechanism/

Whistle Blower Policy is available on the Company?s website at http://www.shardamotor.com/wp-content/ uploads/2021/08/Whistle-Blower- Policy.pdf

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public covered under chapter V of the Companies Act, 2013 and no amount was outstanding as on the date of Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, there were no material changes and commitments affecting the financial position of the Company.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no other material orders have been passed by the Regulators/Courts or Tribunals that can impact the going concern status and Company?s operation in the future.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the financial year, no Company has become or ceased to be a subsidiary, Associate or Joint Venture of the Company.

The total amount of investment of the Company that stood in the Exhaust Technology Private Limited, Joint Venture Company as on March 31, 2022, is Rs. 47.5 Crore.

The Company has entered into Joint Venture Agreement with M/s. Kinetic Green Energy & Power Solutions Limited ("Kinetic") with equity sharing ratio i.e. SMIL: 74 & Kinetic: 26.

Financial Performance for the FY 2021-22 of the Associates and Joint Venture Companies are disclosed in the financial statements which form part of this annual report. A statement in form AOC-1, containing the salient features of the financial statements of the joint venture and associate company is provided as Annexure VII.

RISK ASSESSMENT, RISK MINIMISATION PROCEDURE

In line with the new regulatory requirements, the Company has formally framed a Risk Assessment and Risk Minimisation Procedure to identify and assess the key risk areas and monitor the same. The Board periodically reviews the risks and suggests steps to be taken to control the risks. Details on the Company?s risk management framework, risk evaluation, risk identification, etc. is provided in the Management Discussion and Analysis Report forming part of this report.

RISK MANAGEMENT COMMITTEE & POLICY

The details regarding the constitution of the Risk Management Committee are provided in the Corporate Governance Report and the Risk Management Policy is available on the Company?s website at: http://www.shardamotor.com/ wp-content/uploads/2022/07/Risk-Management-Policy.pdf The said Policy shall provide the Shareholders with the understanding of Risk factors/parameters and its process of monitoring and mitigation.

DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to provide an environment, which is free of discrimination, intimidation and abuse. The Company believes that it is the responsibility of the organisation to protect the dignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases.

The Company has put in place a ‘Policy on redressal of Sexual Harassment at Work Place? as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act"). As per the policy, any employee may report his / her complaint to the Redressal Committee / Internal Complaints Committee, constituted with duly compliance under the Sexual Harassment Act, for this purpose to their Manager or HR personnels.

We affirm that adequate access has been provided to any complainant who wished to register a complaint under the policy, but no complaint was received / filed by any person during the year under review and no complaint is pending to be resolved as at the end of the year.

BUSINESS RESPONSIBILITY REPORT

In pursuant to the amended in Regulation 34(2)(f) of the SEBI Listing Obligations and Disclosure Requirements (‘LODR?) (Fifth Amendment) Regulations, 2019, the Business Responsibility Report detailing the various initiatives taken by the Company on the environmental, social and governance and various other factors forms an integral part of Annual Report as Annexure X.

DIRECTORS? RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with 134(5) of the Companies Act, 2013, it is hereby stated that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit and loss of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this annual report.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors? and ‘General Meetings?, respectively, have been duly followed by the Company.

IMPACT OF COVID-19 PANDEMIC

The continuing COVID-19 pandemic has adversely affected the business and industrial activity and caused extraordinary economic disruption worldwide. The Company has been monitoring the situation closely and has taken proactive measures to comply with various directions / regulations / guidelines issued by the Government and local bodies, from time to time, to ensure safety of workforce across all its plants and offices.

The arrival of second wave of COVID-19 pandemic has led to the mass loss of lives creating havoc or panic considering which the Company extended the support to poor / several needful peoples by distributing food / edible at various locations.

The Company has always prioritised health, safety and well-being of its employees, their families, and other stakeholders.

The Company has put in place a robust protocol for ensuring workplace safety including the wearing up of face masks, sanitisation and social distancing norms and shall continue to strengthen it further, based on the guidelines / directions of Government of India.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the professionalism, creativity, integrity and continuous improvement in all functional areas to ensure efficient utilisation of the Company?s resources for sustainable and profitable growth. The Directors acknowledge their deep appreciation to employees at all levels for their dedication, hard work, commitment and collective team work, which has enabled the Company to remain at the forefront of the industry despite increased competition and challenges.

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its Customers and also extend their appreciation to Bankers, various departments of Central and State Government(s) and other stakeholders.

		On behalf of the Board of Directors For Sharda Motor Industries Limited
	Sharda Relan	Ajay Relan
August 10, 2022	Co-Chairperson	Managing Director
New Delhi	(DIN:00252181)	(DIN:00257584)