Mount Shivalik Industries Ltd.
|BSE: 507522||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE410C01019|
|BSE 09:57 | 12 Feb||Mount Shivalik Industries Ltd|
|NSE 05:30 | 01 Jan||Mount Shivalik Industries Ltd|
|BSE: 507522||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE410C01019|
|BSE 09:57 | 12 Feb||Mount Shivalik Industries Ltd|
|NSE 05:30 | 01 Jan||Mount Shivalik Industries Ltd|
Your Directors have pleasure in submitting 24th Annual Report of the Companytogether with Audited Statements of Accounts for the Financial Year/Period ended 31stMarch 2017.
1. FINANCIAL RESULTS
The Company's financial performance for the financial year/period under review alongwith previous year/period figures is given hereunder:
In view of accumulated losses of the Company your Directors have not recommended anydividend this year also.
3. TRANSFER OF UNCLAIM ED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
In terms of Section 125 of the Companies Act 2013 the Company has transferred Unpaid/unclaimed dividend of F. Y. 2008-09 of Rs. 303620.00 on 19.01.2017 to Investor Educationand Protection Fund.
Now no Unclaimed / unpaid Dividend is due for transfer to the Investor Education andProtection Fund established by the Central Government.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS Brewery Business
During the year under review the company did not operate the Brewery and the sale ofBeer was nil due to continuing loss incurred by the Brewery on every case that ismanufactured and sold.
The Management of the Company had decided in their Board Meeting held on 03 December2015 for temporarily suspending the manufacturing operations in the factory and the samesituation continues. The Company could not start the production due to continuance ofunremunerative prices offered by the Rajasthan Government. The Management is exploringcontract bottling for others brands and/or giving the Brewery plant on lease.
The Company's two Restaurants at Amer Fort Jaipur and another at Hanwant MahalJodhpur are on lease premises.
The Company is constantly making efforts to improve sales and operational efficiency atthe restaurants. Note No. 41 of the financial Statements for the period ended March 31st2017 shows the segment reporting of Brewery and Hospitality Business of the Company.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEM ENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitment if any affecting the financial position of thecompany occurred between the end of the financial year to which this financial statementsrelate and the date of the report
6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in"Annexure-I" and is attached to this report.
7. RESEARCH AND DEVELOPMENT
Particulars regarding Research & Development as required under Section 134 (3)(m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished in "Annexure-I" and is attached to this report.
8. STATEM ENT CONCERNING DEVELOPM ENT AND IM PLEM ENTATION OF RISK M ANAGEM ENT POLICYOF THE COMPANY.
The development and implementation of a Risk Management Policy after identifying thefollowing elements of risks which in the opinion of the Board may threaten the veryexistence of the Company itself.
Operational business and market risks.
Decrease in product prices
Interest rates risk and inventory carrying risk.
9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
Since the Company doesn't fall under the companies required to constitute the CorporateSocial Responsibility Committee as per Section 135 of the Companies Act 2013. Thereforethe Company has not developed and implemented any Policy on Corporate SocialResponsibility as the said provisions are not applicable.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013.
There were no loans guarantees or investments made by the Company as specified underSection 186 of the Companies Act 2013 during the year under review and Particulars ofloans given investments made guarantees given and securities provided along with thepurpose for which the loan or guarantee or security is proposed to be utilized by therecipient are provided in the standalone financial statement (Please refer to Note No. 17to the standalone financial statement).
11. PARTICULARS OF CONTRACTS OR ARRANGEM ENTS M ADE WITH RELATED PARTIES.
All related party transactions are in the ordinary course of business and at arm'slength basis which are not material in nature too hence outside the scope of Section188 (1) of the Act. None of the transaction is without approval of the Audit Committee andevery such transaction is being placed before it for review periodically.
The details of Related Party transactions of the Company are disclosed in the note no.40 of financial statement of the Company and in AOC-2 as annexed herewith marked as"Annexure-II" to this Report.
12. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPO RTS.
i. Statutory Auditors
M/s R. K. RELAN & CO. Chartered Accountants FRN N.002267N the Statutory Auditorsof the Company were appointed as Statutory Auditors for a period of 5 years in the ExtraOrdinary General Meeting held on 07th April 2014 and are eligible forreappointment at ensuing Annual General Meeting of the Company. They have confirmed theireligibility to the effect that their reappointment if made would be within theprescribed limits under the Act and that they are not disqualified for re-appointment.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
ii. Secretarial Auditor
The Board has appointed M/s. B. Chakraborty & Co. Company Secretaries Firm toconduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report forthe financial year ended March 31st 2017 is annexed herewith marked as"Annexure-IM" to this Report.
13. COM PANY'S POLICY RELATING TO DIRECTORS APPOINTM ENT PAYM ENT OF REM UNERATION ANDDISCHARGE OF THEIR DUTIES.
The Company has its policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013.
14. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return in MGT- 9 pursuant to the provisions of Section 92 readwith Rule 12 of the Companies (Management and Administration) Rules 2014 is furnished in"Annexure-IV" and is attached to this Report.
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR/PERIOD UNDER REVIEW
The Company had Seven (7) Board Meetings during the financial year under review.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect tothe Directors' Responsibility Statement it is hereby confirmed that:
i. in preparation of the annual accounts for the financial year 2016-17 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;
ii. the accounting policies selected and applied are consistent and judgments andestimates made are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company as at 31st March 2017 and of the profit / (loss) ofthe company for year ended on that date;
iii. proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no Subsidiary Joint Venture or Associate Company.
The Company has neither accepted nor renewed any deposits during the year under review.
Shri Rajiv Bali and Shree Kamal Dutt Non-Executive Director who are liable to retireby rotation retires at the ensuing Annual General Meeting and being eligible offerhimself for re-appointment.
20. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
21. RISK MANAGEMENT POLICY
The risk management includes identifying types of risks and its assessment riskhandling and monitoring and reporting. The implementation of risk management policy hasalso been covered in the Management Discussion and Analysis which forms part of thisreport.
Risk evaluation and management is an ongoing process within the Organization. YourCompany has comprehensive risk management policy which is periodically reviewed by theCommittee and Board of the Company.
22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
Shree J. M. Malhotra Chairman Shree Rajiv Bali Member Shree Raghbir Singh Member*
The above composition of the Audit Committee consists of all non executive directorswith majority of independent directors.
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of Company employees and theCompany.
* Mr. Raghbir Singh has resigned from board of directors of the company w.e.f20.07.2017.
23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013 AND PROVIDING VIGIL M ECHANISM .
The Company has no women employees so the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013 are notattracted on the Company.
i. LISTING OF SECURITIES OF COMPANY
The Equity Shares of the Company continue to be listed at Bombay Stock Exchange Ltd.(BSE).
Trading of Equity Shares of the Company in dematerialized form is compulsory for allshareholders in terms of the Notification issued by the Securities and Exchange Board ofIndia (SEBI).
Your Company has achieved higher level of dematerialization with 87.14%_of the totalnumber of Equity Shares being held in the electronic mode with the two depositories.
25. PARTICULARS OF EMPLOYEES
The Company does not have any Key Managerial Personnel or employee receivingremuneration of Rs. 500000/- per month or Rs. 6000000/- per annum and therefore noparticulars are required to be furnished under section 197(12) of the Act read with Rules5(2) and 5(3) of the Companies (Appointment an Remuneration of Managerial Personnel)Rules 2014.
Mr. Sanjiv Bali Managing Director of the Company has voluntarily given up his allremuneration from the Company w.e.f. 01 August 2016.
No remuneration being paid to Directors of the Company during the year under reviewexcept remuneration of Mr K. C. Garg and sitting fees paid for attending meetings of Boardand Committees to the Non Executive Directors of the Company.
26. CORPORATE GOVERNANCE REPORT.
As listing agreement was replaced with SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 SEBI LODR.
Pursuant to provisions of Regulation 15(2) of SEBI (LODR) 2015 provisions of corporategovernance are not applicable to listed Companies having paid up capital not exceedingRs.10 Crore and net worth not exceeding Rs. 25 Crore as on the last date of the previousyear. As paid up capital and net worth of the Company are not exceeded prescribed limitprovisions of Corporate Governance are not applicable to the Company.
A Certificate of the Board of Directors on Non submission of Corporate GovernanceReport is included in the Annual Report as "Annexure-V".
27. MANAGEMENT DISCUSSION ANALYSIS
Management Discussion and Analysis Report as required in Regulation 34 (2) (e) of SEBIListing Regulations and Schedule V of the SEBI (Listing Obligations & disclosureRequirements) Regulations 2015 with Stock Exchanges is given in "Annexure-VI"forming part of this report.
28. INTERNAL FINANCIAL CONTROL
Company has a proper and adequate system of internal control to oversee the Company'sfinancial reporting process disclosure of financial information reviewing theperformance of statutory and internal auditors with management adequacy of internal auditfunction and internal control system related party transactions etc. and for thispurpose the Company has a well constituted Audit Committee headed by a Non-Executiveindependent Director.
Further the Company's Internal Auditors verify the information concerning thereliability of the financial statements as well as the compliance with your Companypolicies so as to maintain accountability of all its assets and correctness of recordedtransactions.
29. EVALUATION OF BOARD AND INDIVIDUAL DIRECTORS
Pursuant to the Section 134(3)(p) of the Companies Act 2013 a formal evaluation hasbeen made by the Board of its own performance and that of its committees and individualDirectors.
The Board has carried out a formal annual evaluation of its own performance BoardCommittees and individual Directors pursuant to the provisions of the Companies Act 2013and SEBI Listing Regulations. A structured questionnaire was prepared by the Nominationand Remuneration Committee and performance of the Board was evaluated by the Board seekinginputs from all directors on the basis of criteria such as adequacy of the composition ofthe Board and its Committees Board culture effectiveness of board processes andperformance of specific duties obligations and governance. The performance of theCommittees was evaluated by the Board on the basis of criteria such as composition ofcommittees effectiveness of committee meetings etc.
The individual Directors were evaluated on Parameters such as level of engagement andcontribution independence of judgment safeguarding the interest of the Company andshareholders etc In a separate meeting of the independent directors held on 12thFebruary 2017 performance of the non-independent directors and Board as a whole wasreviewed and performance of Chairman of the Company was reviewed after taking into accountviews of Executive Director.
Your Directors place on record their sincere thanks to bankers business associatesconsultants various Government Authorities and Stakeholders of the Company for theircontinued support extended to your Company's activities during the year under review. YourDirectors also acknowledges gratefully the shareholders for their support and confidencereposed on your Company.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
Details of Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutflow.
Information pursuant to Section 134 (3) of the Companies Act 2013 read with Rule 08of the Companies (Accounts) Rules 2014 for the financial year/ Period ended 31stMarch 2017.
a) Conservation of Energy
The manufacturing operations of the Company are conducted in the manner whereby optimumutilization and maximum saving of energy is achieved.
The Company is making use of treated effluents for gardening of the factory campus bydrain system. The Company is using UF & RO technology to recycle treated effluentwater. The Company is using CFL lights in the factory and office premises to reduce theconsumption of electricity. The Company has also initiated number of measures to bringdown the Boiler usage; hence it will help in reducing the energy consumption.
There are several other measures taken by the Company for conservation and optimumutilization of energy which are not quantitative and their impact on cost cannot be statedaccurately.
b) Technology Absorption Research and Development
It has always been endeavor of the Company to adopt latest developments in technologyin order to minimize our environmental impact. Trying various new types of brewing aids toimprove our quality is an ongoing and continuous process.
The Company has its own laboratory at the Brewery Plant wherein regular research anddevelopment activities are carried out for the improvement and maintenance of the qualityof its products. No specific capital expenditure on research and development was incurredduring the financial year.
c) Foreign Exchange Earnings and Outgo Foreign Exchange Earnings
Foreign exchange earning of the Company from exports during the financial year was nil.So far Company has not made any 'tie-up' for exports of its Brands.
FORM NO. AOC. 2
Form for disclosure of particulars of contracts/ arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
CERTIFICATION BY CHAIRMAN AND MANAGING DIRECTOR (CM D) AND DIRECTOR-FINANCE TO THEBOARD
We B. D. Bali Chairman and Managing Director and K. C. Garg Director- Finance ofMount Shivalik Industries Limited certify that:
1. We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief:
a) these statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;
b) These statements together present a true and fair view of the state of affairs ofthe company and are in compliance with existing accounting standards applicable laws andregulations.
2. There are to the best of our knowledge and belief no transactions entered into bythe company during the year which are fraudulent illegal or violative of the company'scode of conduct.
3. We accept overall responsibility for establishing and maintaining internal controlfor financial reporting. This is monitored by the internal audit function whichencompasses the examination and evaluation of the adequacy and effectiveness of internalcontrol. The internal auditor works with all levels of management and statutory auditorsand reports significant issues to the audit committee of the Board. The auditors and auditcommittee are apprised of any corrective action taken with regard to significantdeficiencies in the design or operation of internal controls.
4. We indicate to the auditors and to the audit committee:
a) Significant changes in internal control over financial reporting during the year;
b) Significant changes in accounting policies during the year; and that the same havebeen disclosed in the notes to the financial statements; and
c) Instances of significant fraud of which we have become aware of and which involvemanagement or other employees having significant role in the company's internal controlsystem and financial reporting. However during the year there was no such instance.