The Members of
Shah Foods Limited
Your Directors have pleasure in presenting the 34th Directors Reportof your Company together with the Audited Statement of Accounts and the AuditorsReport of your company for the financial year ended 31st March 2016.
The summary of operating results for the year is given below.
|FINANCIAL HIGHLIGHTS || ||(Rs. in Lakhs) |
|Particulars ||Current year ||Previous Year |
|Sales ||505.77 ||471.44 |
|Other Income ||6.40 ||6.27 |
|Total Income ||512.18 ||477.71 |
|Depreciation ||11.85 ||9.11 |
|TaxCurrent Tax ||8.73 ||5.80 |
|Deferred Tax ||0.35 ||0.03 |
|Profit/(Loss) after Tax ||20.62 ||13.36 |
|Earnings per share (Rs.) : || || |
|Basic ||3.45 ||2.24 |
|Diluted ||3.45 ||2.24 |
STATE OF COMPANYS AFFAIRS
During the year under review the total Income of the Company was Rs 512.18 Lakhagainst Rs 477.71 Lakh in the previous year. The Company has earned a Profit after tax ofRs 20.62 Lakh compared to Rs 13.36 Lakh in the previous year. Your Directors arecontinuously looking for avenues for future growth of the Company.
TRANSFER TO RESERVES
There is no proposal to transfer any amount to any reserve.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the management discussion and analysis is provided as a separatesection in this Annual Report.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
No company has become or ceased to be Subsidiary Company Joint Venture Company orAssociate Company during the year.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company.
MEETINGS OF THE BOARD OF DIRECTORS
Information is provided under clause 2 (B) of the Corporate Governance Report.
as provided under Regulation 15(2) of the SEBI (LODR) Regulations 2015 thecompliance with Corporate Governance as specified in Regulation 17 to 27 46(2)(b) to (i)& para c d & e of Schedule V are not applicable to the Company as paid up sharecapital doesnt exceed Rs. 10 Crore.
The Company is committed to maintain and adhere to the Corporate Governancerequirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Companies Act 2013and rules made thereunder is enclosed. The Requisite Certificate from Mr. Pinakin ShahPracticing Company Secretary Ahmedabad as stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to this Report.
In order to conserve resources for the growth requirements of the business theDirectors have not recommended any dividend for the financial year 2015-16.
Your Company has not accepted any fixed deposits during the year under review.
There is an adequate risk management infrastructure in place capable of addressingrisks that the organization faces such as strategic financial market property ITlegal regulatory reputational and other risks those have been identified and assessed.
DIRECTORS & KEY MANAGERIAL PERSON
Shri Shrichand Rambriksh Kahar Director retires by rotation and being eligible offershimself for reappointment. Pursuant to Regulation 17 of the SEBI (LODR) Regulations 2015Details of Director retiring by rotation and proposed for reappointment as ManagingDirector is provided under explanatory statement of the Notice of the 34thAnnual General Meeting. Shri Janak Shah Whole Time Director who will attain the age of 70years on 11/11/2016 is recommended for appointment by way of a special resolution of themembers. The Company has devised a Policy for performance evaluation of IndependentDirectors Board Committees and other individual Directors which include criteria forperformance evaluation of the non-executive directors and executive directors.
At the Annual General Meeting held on 19/09/2015 M/s Dinesh R Shah & Co CharteredAccountants Ahmedabad were appointed as the Statutory Auditors of the Company to holdoffice till the conclusion of the 34th Annual General Meeting to be held in thecalendar year 2017. In terms of the first proviso to Section 139 of the CompaniesAct 2013 the appointment of the Auditors shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of M/s Dinesh R Shah & Co CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders. In this regard The Company has received a certificate from the Auditors tothe effect that if they are ratifed it would be in accordance with the provisions ofsection 141 of the Companies Act 2013.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse remark.
M/s Pinakin Shah & Co Practising Company Secretary has been appointed as thesecretarial Auditor of the Company for the financial year 2016-17 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportfor the financial year ended March 31 2016 is annexed herewith marked as Annexure 3 tothis Report. The Secretarial Audit Report contains certain adverse remarks which are dealtwith as under:
|Sr. Remarks ||Explanation |
|1. Non Compliance of section 204 of Companies Act 2013 ||No Company Secretary likes to join Small Scale Industry (SSI) Company. |
|2. Non Compliance of Section 138 of the Companies Act 2013 ||The Company has Internal Auditor commensurate with the size of the Company. |
|3. Non Compliance of Section 149(4) of the Companies Act 2013 ||Our Company falls in the category of Small Company and it is our endeavor to appoint Independent director as early as possible. |
|4. Non Compliance Schedule IV of the Companies Act 2013 ||As there is one Independent Director there was no separate meeting of Independent Director was held. |
|5. Non Compliance Regulation 17 of SEBI (LODR) Regulations 2015 ||Our Company doesnt have prescribed composition of Board due to lack of Independent Directors. |
|6. Non Compliance Regulation 18 of SEBI (LODR) Regulations 2015 ||The company has constituted Audit Committee with two Non Executive Directors. |
|7. Non Compliance Regulation 19 of SEBI (LODR) Regulations 2015 ||The company has constituted Nomination & Remuneration Committee with two Non Executive Directors. |
|8. Non Compliance Regulation 46 of SEBI (LODR) Regulations 2015 ||The website was not updated at the time of Secretarial Audit. |
|9. Non Compliance Regulation 47 of SEBI (LODR) Regulations 2015 ||Notice convening the Board Meetings were sent to BSE as per SEBI 9LODR0 Regulations 2015. |
COMMITTEES OF THE BOARD
The Committees of the Board is provided under Clause 3 of the Corporate GovernanceReport.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any loan made any investment or given any guarantee henceinformation is nil.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) of the Companies Act 2013 the Boardof Directors hereby confirms that
I. In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures.
II. It has in the selection of the accounting policies consulted the StatutoryAuditors and has applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2016 and of the profits of the company for that period.
III. It has taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities to the best ofits knowledge and ability. There are however inherent limitations which should berecognized while relying on any system of internal control and records.
IV. It has prepared the annual accounts on a going concern basis.
V. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operationefficiently.
VI. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure VI to thisReport.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure 1 tothis report.
All Inventories including Buildings Machinery etc. is adequately insured.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no Related Party Transactions entered by the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meets thecriteria of independence as provided under section 149(6) of the Companies Act 2013.
Since all independent directors are associated with the company for more than 5(years) the company has not conducted familiarization programme for independent director.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The Policy has a systematic mechanism fordirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of the Companys Code of Conduct or policy.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
A. Conservation of Energy
The Company has not made any investment for (energy conservation) and taken anyspecific measures to reduce energy cost per unit. However it intends to conserve energyfor future generation.
B. Technology absorption
There is no research and development activity carried out by the Company.
FOREIGN EXCHANGE EARNINGS AND OUT GO
There were no foreign exchange earnings and outgo during the year under review.
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The company has not issued equity shares with differential rights as to dividendvoting or otherwise.
SHARES IN SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding shares in the SuspenseAccount lying at the beginning of the year: NIL
Number of shareholders who approached issuer for transfer of shares fromSuspense Account during the year: Not Applicable
Number of shareholders to whom shares were transferred from Suspense Accountduring the year: Not Applicable
Aggregate number of shareholders and the outstanding shares in the SuspenseAccount lying at the end of the year: NIL
That the voting rights on these shares shall remain frozen till the rightfulowner of such shares claims the shares: Not Applicable
SHARES IN UNCLAIMED SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding shares lying in theUnclaimed Suspense Account lying at the beginning of the year: NIL
Number of shareholders who approached issuer for transfer of shares from theUnclaimed Suspense Account during the year: Not Applicable
Number of shareholders to whom shares were transferred from the UnclaimedSuspense Account during the year: Not Applicable
Aggregate number of shareholders and the outstanding shares lying in theUnclaimed Suspense Account lying at the end of the year: NIL
ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS
No orders were passed by the regulators or courts or tribunals impacting the goingconcern status and companys operation in future.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
Your Directors wish to express the continued co-operation received from all theStakeholders.
|Place: Ahmedabad ||By order of the Board |
|Date: 01/08/2016 || |
|Registered office: ||Mr. Janak P shah |
|Chhatral Kalol-Mehsana Highway ||Vice Chairman |
|Taluka - Kalol Gandhinagar- 382729 ||DIN: 01880079 |