Your Directors have pleasure in presenting their Twenty-Third Annual Report togetherwith the audited statement of accounts for the Financial Year ended March 31 2017.
|1. RESULTS OF OPERATIONS || || |
| || |
(' In Lakhs)
|Particulars ||March 31 2017 ||March 31 2016 |
|Sales & Other Income ||26230.61 ||36392.69 |
|Profit Before Tax ||463.34 ||(1898.47) |
|Provision for Tax ||145.2 ||(808.64) |
|Profit after Tax ||318.14 ||(1089.84) |
|Balance of Profit brought forward from previous Year ||7403.47 ||8493.31 |
|Profit Available for Appropriation ||7721.61 ||7403.47 |
|Dividend (Including Dividend Distribution Tax) ||NIL ||NIL |
2. BUSINESS PERFORMANCE/STATE OF COMPANY AFFAIRS
The sales and other income for the year ended 31st March 2017 were '26230.61 lacs as against ' 36392.69 lacs in the previous year. The operating Profitamounted to ' 463.34 lacs as against loss of ' 1898.48 lacs in the previous year. The netprofit after tax was ' 318.14 lacs as against loss of ' 1089.84 lacs in the previousyear.
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 order to conserve the resources the Board of Directors does not recommend anydividend for the year ended March 31 2017.
The Board of Directors does not propose to transfer any amount to the reserves.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. S.V. Patel Director of the Company will retire by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for reappointment.
Mr. P.L. Patel and Mr. V. L. Patel cease to be Whole Time Directors w.e.f 30thJune 2017. Mr. J. P. Patel and Mr. S. V. Patel whose tenure as Executive Chairman andManaging Director respectively was upto 30th June 2017 were reappointed w.e.f 1stJuly 2017 subject to approval of members enabling resolution is proposed at the ensuingAnnual General Meeting.
During the year under review Mr. J. G. Awate Mr. S. Y. Mestry and Mr. S. U. Joshiwere Independent Director who were appointed on 8th August 2015 for period of 2years ceases to director w.e.f 7th August 2017. Ms. Sarita Kotasthane continuesto be Independent Director for 5 years from 1st October 2016.
Adv. S. B. Malegaonkar was appointed as Additional (Non executive director) in theBoard meeting held on 11th August 2017 and necessary resolution forregularization and appointment as Independent Director is proposed at the ensuing AnnualGeneral Meeting.
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. Rohan Nirgudkar resigned as a Company Secretary ofthe Company w.e.f. 4th June 2016 and Ms. Priyanka Sonje was appointed asCompany Secretary & Compliance Officer w.e.f 10th August 2016 she resignedw.e.f 12th February 2017.
Ms. Yashodhara Agashe was appointed as Company Secretary & Compliance Officer w.e.f15th April 2017.
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 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Nomination and Remuneration Policy is stated in theCorporate Governance Report. The same has also been uploaded on the website of the companyunder the weblink viz.http://www.silworld.in/index.php/about- us/investors-room/policy .
9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the year Four Board Meetings Four Audit Committee Meetings Two Nomination andRemuneration Committee Meetings One Stakeholder Relationship Committee Meeting OneCorporate Social Responsibility Committee Meeting and One Independent Directors Meetingand was convened and held. The details of which are given in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe 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 PromotersDirectors or Key Managerial Personnel. All Related Party Transactions are placed beforethe Audit Committee as also the Board of Directors for approval. The policy on RelatedParty Transactions as approved by the Board has been uploaded on the Company's website.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.
The Board of Directors in Board meeting held 20th May 2017 have appointedM/s. Vijay S. Kalera & Associates Chartered Accountants Pune [Firm Registration No.115160W] as Statutory Auditors of the Company in place of retiring Auditors M/s. ParagPatwa and Associates Chartered Accountants Pune to hold the office from the conclusionof this Twenty Third (23rd) Annual General Meeting (AGM) till the conclusion ofthe Twenty Eighth (28th) AGM of the Company for the Financial Year from 2017-18to 2021- 2022 (subject to ratification of their appointment at every AGM) subject toapproval of members enabling resolution is proposed at the ensuing Annual GeneralMeeting.
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 2017-18 on a remuneration of ' 30000/-plus Good and 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. 7 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 hadappointed Mr. P. L. Shettigar Company Secretary in Practice to undertake the SecretarialAudit of the Company for the financial year 2016-17. The Secretarial Audit Report isincluded as "Annexure B" and forms an integral part of this Report.
Mr. Suvir G. Saraf Company Secretary in Practice has been appointed to undertake theSecretarial Audit of the Company for the Financial Year 2017-18.
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 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureC".
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 website under the http://www . silworld.in/index . php/about - us/investors- room/policy.The Report on CSR Activities as required under Companies (Corporate Social ResponsibilityPolicy) 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(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
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 http://www.silworld.in/index.php/about-us/investors-room/whistle-blower-policy.
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 |
|Sd/- ||Sd/- |
|Jayesh Patel ||Satyen Patel |
|Chairman ||Managing Director |
|(DIN:00131517) ||(DIN:00131344) |
|Pune August 11 2017 || |