Sahyadri Industries Ltd.
|BSE: 532841||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE280H01015|
|BSE 15:59 | 17 Jan||274.45||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||262|
|Mkt Cap.(Rs cr)||262.37|
Sahyadri Industries Ltd. (SAHYADRIINDS) - Director Report
Company director report
Yours Directors have pleasure in presenting their Twenty-Second Annual Report togetherwith the audited statement of accounts for the Financial Year ended March 31 2016.
1. RESULTS OF OPERATIONS
(Rs. In Lakhs)
2. BUSINESS PERFORMANCE/STATE OF COMPANY AFFAIRS
The sales and other income for the year ended 31st March 2016 were '.36392.69 lacs as against '. 43875.78 lacs in the previous year. The operating lossamounted to '. 1898.48 lacs as against Profit of '. 1092.53 lacs in the previous year.The net loss after tax was '. 1089.84 lacs as against profit of '. 711.61 lacs in theprevious year.
The Company is facing stiff competition in the market. Your Directors are takingserious efforts to improve the bottom line performance of the Company.
3. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which this financialstatements relate and the date of this Report.
In view of losses the Board of Directors does not recommend any dividend for the yearended March 31 2016.
The Register of Members and Share Transfer Books will remain closed from 26thSeptember 2016 to 30th September 2016 (both days inclusive).The Company'sAnnual General Meeting has been scheduled on Friday 30th September 2016 at3.30 PM.
The Board of Directors does not propose to transfer any amount to the reserves.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. V. L. Patel Director of the Company will retire by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for reappointment.
During the year under review Mr. D. B. Kasad Mr. J. G. Awate Mr. S. Y. Mestry andMr. S. U. Joshi were appointed as Independent Director on 08th August 2015 and theirappointment then being two year would end on 07th August 2017. In the meanwhile Mr. D.B. Kasad resigned as Director w.e.f. 7th November 2015. The Directors place onrecord their appreciation of the contribution made by Mr. D. B. Kasad to the progress ofthe Company during his tenure as its Director.
At the Board of Directors meeting held on 11th May 2016 the board on therecommendation of Nomination and Remuneration Committee decided to propose to the member'sreappointment of Ms. Sarita Kotasthane as Independent Director for 5 years from 1stOctober 2016.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and as perprovisions of Listing Regulations.
During the year under review Mr. Jaywant Rege was resigned as a Company Secretary ofthe Company w.e.f. 7th August 2015. The Company has appointed Mr. RohanNirgudkar as Company Secretary & Compliance Officer of the Company in its boardmeeting dated 10th August 2015.
7. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard of Directors has carried out an annual performance evaluation of its own performanceand that of the Directors and Committees internally.
It included the Evaluation of the Board as a whole Board Committees and Directors. Theexercise was led by the Chairman of Nomination and Remuneration Committee along with anIndependent Director. The Evaluation process focused on various aspects of the Board andCommittees functioning such as composition of the Board and Committees experienceperformance of duties and governance issues etc. Separate exercise was carried out toevaluate the performance of individual Directors on parameters such as attendancecontribution independent judgment and guidance and support provided to the management.
The results of the Evaluation were shared with the Board Chairman of respectiveCommittees and individual Directors.
8. NOMINATION AND REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee has framed a Policy for Directors Key Managerial Personnel and other SeniorManagerial Personnel of the Company in accordance with the requirements of the provisionsof Section 178 of the Companies Act 2013 and Listing Agreement. The Nomination andRemuneration Policy is stated in the Corporate Governance Report. The same has also beenuploaded on the website of the company under the weblink viz.
9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the year five Board Meetings four Audit Committee Meetings three Nominationand Remuneration Committee Meetings One Stakeholder Relationship Committee Meeting andOne Finance Committee Meeting was convened and held. The details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of subsection (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;
(c) they have 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 and otherirregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively and
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
11. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Further there are nomaterial related party transactions during the year under review with the
Promoters Directors or Key Managerial Personnel. All Related Party Transactions areplaced before the Audit Committee as also the Board of Directors for approval. The policyon Related Party Transactions as approved by the Board has been uploaded on the Company'swebsite. The form AOC-2 is annexed herewith as "Annexure A".
12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
a. Statutory Auditor's
The Company's Auditors M/s Parag Patwa and Associates Chartered Accountants Pune whoretire at the ensuing Annual General Meeting of the Company are eligible forreappointment.
They have confirmed their eligibility under Section 141 of the Companies Act 2013 andthe Rules framed there under for reappointment as Auditors of the Company.
b. Cost Auditors
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of production of Cement Products & Power generation are required to beaudited.
The Board of Directors of the Company on the recommendation of Nomination andRemuneration Committee has appointed M/s Nimkar Mohini & Associates to audit the costaccounts of the Company for the financial year 2015-16 on a remuneration of '.30000/-plus Service Tax as applicable. As required under the Companies Act 2013 theremuneration payable to the cost auditor is required to be placed before the Members in ageneral meeting for their ratification. Accordingly a Resolution seeking Member'sratification for the remuneration payable to M/s Nimkar Mohini and Associates. CostAuditors is included at Item No. 4 of the Notice convening the Annual General Meeting.
c. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. P. L. Shettigar Company Secretary in Practice to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is included as "Annexure B"and forms an integral part of this Report.
14. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as"Annexure C".
15. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act 2013 is included in this Report as "AnnexureD" and forms an integral part of this Report.
The Company has not accepted any fixed deposits from public and as such no amount ofprincipal or interest was outstanding as of the Balance Sheet date.
17. RISK MANAGEMENT POLICY
The Company has adopted the Risk Management Policy after identifying the elements ofrisks which in the opinion of the Board may threaten the very existence of the Companyitself. The Risk Management Policy has been uploaded on the website of company under theweblink http:// www. silworld . in/index . php/about - us/investors- room/policy.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board on recommendation of CSR Committee had approved the CSR policy. The CSRCommittee consists of Mr. S. V. Patel-Chairman Mr. J. P. Patel-
Member and Mr. S. U. Joshi-Member. The CSR policy is uploaded on Company's websiteunder the http://www.silworld.in/index. php/about - us/ investors-room/policy. The Report on CSR Activities as requiredunder Companies (Corporate Social Responsibility Policy) Rules 2014 is set out as"Annexure E" forming part of this Report.
19. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said Rules is provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in the Annual Report as "AnnexureF" which forms a part of this Report.
20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS.
The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarise with the Company's procedures and practices.
21. INTERNAL FINANCIAL CONTROLS
The Company has put in place an adequate system of internal financial controls withrespect to the financial statement and commensurate with its size and nature of businesswhich helps in ensuring the orderly and efficient conduct of business. No reportablematerial weakness in the operation was observed.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. TheWhistle Blower Policy is uploaded on the website of the Company under the weblink
23. AUDIT COMMITTEE
The composition of the Audit Committee is provided in Corporate Governance Report andforms a part of this Annual Report. There has been no instance of non acceptance of anyrecommendations of the Audit Committee by the Board during the financial year underreview.
24. LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loan to or provided any guarantee or security in favourof other parties. The Company has also not made any investment of its fund with any otherparty.
We thank our customers vendors investors and bankers for their continued supportduring the year. We are grateful to the various state governments & local authoritiesfor their continued co operation. We place on record our appreciation of the contributionmade by our employees at all levels. Our consistent growth was made possible by their hardwork solidarity cooperation and support.
On Behalf of the Board of Directors of SAHYADRI INDUSTRIES LIMITED
Pune May 11 2016