Sharad Fibres & Yarn Processors Ltd.
|BSE: 514402||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE638N01012|
|BSE LIVE 13:00 | 05 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 514402||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE638N01012|
|BSE LIVE 13:00 | 05 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have great pleasure in presenting the 29th Annual Reporttogether with the Audited Accounts of the Company for the year ended March 31 2016.
FINANCIAL HIGHLIGHTS FOR PAST 3 YEARS :
1. REVIEW OF OPERATIONS:
During the year under review the Company earned total revenue of Rs. 588.41 Lacs asagainst Rs.998 Lacs in the previous year. The Net Profit for the year stood at Rs. 19.4Lacs as compared to Rs. 23.54 Lacs in the previous year.
Your Company is undertaking active efforts towards accelerating the growth speed and isoptimistic about better performance in the future.
The priority of the Company for the current year will be to consolidate its position interms of Sales & Profitability by adopting various means of improving sales.
In view of carry forward losses the Board does not propose any dividend for the yearended March 31 2016. The Board does not propose to transfer any amount to GeneralReserves for the aforesaid financial year.
4. SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at 31st March 2016 was Rs. 40064000/- dividedinto 4006400 Equity shares having face value of Rs. 10/- each fully paid up. During theyear under review the Company has not issued any shares with differential voting rightsnor granted any stock options or sweat equity.
The Directors proposes to increase the paid up capital by issue of 360000Equity Sharesof Rs. 10/- at par on preferential basis to non-promoters for which your approval issought.
5. FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
6. BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Ms. Jyoti Nankani Director of the Companyretires by rotation at the forthcoming Annual General Meeting and being eligible offersherself for reappointment.
The Board proposes to appoint Mr. Aditya Dalmia as the Managing Director of the Companyw.e.f. October 1 2016 and recommends the Ordinary Resolution as specified in the Noticefor approval of the shareholders.
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 SEBI (LODR)Regulation 2015.
7. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act with respect to Directors responsibility statementit is herebyconfirmed that:
i. that in the preparation of the Annual Accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any;
ii. that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv. the Directors had 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 operatingeffectively.
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.
8. KEY MANAGERIAL PERSONNEL:
During the year under review the Company has appointed the following persons as theKey Managerial Personnel:
* Ms. Madhumati Rajol was appointed as Company Secretaryw.e.f. January 20 2016.
9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of your Company met 9 (Nine) times during the year ended March31 2016. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013.
Separate Meeting of the Independent Directors:
The Independent Directors held a Meeting without the attendance of Non-IndependentDirectors and members of Management. All the Independent Directors were present at themeeting. The following issues were discussed in detail:
I) Reviewed the performance of non-independent directors and the Board as a whole;
II) Reviewed the performance of the Chairperson of the Company taking into account theviews of Executive Directors and Non- Executive Directors;
Assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
10. SUBSIDIARIESJOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary joint venture or associate companies.
11. COMMITTEES OF THE BOARD:
11.1 AUDIT COMMITTEE:
In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations 2015and Companies Act 2013 the Company is having an Audit Committee comprising ofIndependent as well as Executive Directors.
The Audit Committee acts in accordance with the terms of reference specified from timeto time by the Board. The details of meeting held during the financial year are as under:
Sr. No. Date of Board Meeting
11.2 NOMINATION AND REMUNERATION COMMITTEE:
The Committee members met twice during the financial year i.e. 09/11/2015 and12/02/2016.
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The policy lays down the criteria for selection and appointment of Board Members.
11.3 STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Committee has been constituted to strengthen the investor relations and tospecifically look into the mechanism of redressal of grievances of shareholders pertainingto transfer of shares non-receipt of Annual Report issues concerning de-materializationetc.
The Committee members met twice during the financial year i.e. 29/05/2015 14/08/201514/11/2015 and 12/02/2016.
Details of Investors Complaints received during the year:
There was no complaint pending for action as on 31st March 2016.
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism /Whistle Blower policyhas been posted on the website of the Company (www.sharadfibres.com).
13. PREVENTION OF SEXUAL HARASSMENT:
The Company has constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules made thereunder. During the year under review no complaints werereported.
14 . ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual directors on the basis of evaluationcriteria suggested by the Nomination and Remuneration Committee. Accordingly the Boardhas carried out an evaluation of its performance after taking into consideration variousperformance related aspects of the Boards functioning composition of the Board andits Committees culture execution and performance of specific duties obligations andgovernance.
The performance evaluation of the Board as a whole the Chairperson and theNon-Independent Directors was also carried out by the Independent Directors at theirmeeting held on 12thFebruary 2016.
Similarly the performance of various committees individual independent and Nonindependent Directors was evaluated by the entire Board of Directors (excluding theDirector being evaluated) on various parameters like engagement analysis decisionmaking communication and interest of stakeholders.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not granted loans or given guarantees or made any investments insecurities covered under Section 186 of the Companies Act 2013 during the financial year2015-16.
16. 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 AnnexureA and forms an integral part of this Report.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 read with the Rules madethereunder in respect of Corporate Social Responsibility policy were not applicable theCompany for the Financial Year 2015-16.
18. CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. This will help indealing with ethical issues and also foster a culture of accountability and integrity. TheCode with revision made in accordance with the requirements of SEBI (LODR) Regulations2015 has been posted on the Companys website (www.sharadfibres.com)
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
19. RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies act 2013 and Listing Regulations yourCompany has formulated a Policy on related party transactions. All related partytransactions are placed before the Audit Committee for review and approval. Prior omnibusapproval is obtained for Related Party transactions on a quarterly basis for transactionswhich are of repetitive nature and/or entered in the Ordinary course of business and onarms length.
The Company has entered into material related party transactions i.e. transactionsexceeding ten percent of the annual consolidated turnover as per the last auditedfinancial statements entered during the year by your Company. The disclosure of relatedparty transactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC2 is annexed as Annexure B.
20. STATUTORY AUDITORS AND THEIR REPORT:
M/s. Vinod S. Mehta & Co Chartered Accountants (Firm Registration No.111524W)who were appointed as the Statutory Auditors of the Company at the 26th AGMheld on 27th September 2014 to hold office until the conclusion of the 30thAGM are recommended for ratification of appointment for the Financial Year 2016-2017. Asrequired under the provisions of Section 139 of the Companies Act 2013 the Company hasobtained written confirmation from M/s. Vinod S. Mehta & Co Chartered Accountantsthat their appointment if made would be in conformity with the limits specified in thesaid Section.
The Auditors Report for the year ended 31/03/2016 does not contain any qualificationreservation & adverse remark
21. SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed M/s. GMJ & Associates Company Secretaries toundertake the Secretarial Audit of the Company.
The Secretarial Audit report is annexed herewith as Annexure "C" andforms an integral part to this Report. The report for the year ended 31/03/2016 does notcontain any qualification reservation & adverse remark.
22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairperson of the Audit Committee & to the Chairpersonof the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company.
Based on the report of internal audit function the Company undertakes correctiveaction in their respective areas and thereby strengthens the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
23. RISK MANAGEMENT:
The Company has in place a Risk Management Policy (a) to ensure that all the currentand future material risk exposures of the Company are identified assessed quantifiedappropriately mitigated minimized and managed i.e. to ensure adequate systems for riskmanagement. (b) to establish a framework for the companys risk management processand to ensure its implementation. (c)to enable compliance with appropriate regulationswherever applicable through the adoption of best practices (d) to assure business growthwith financial stability.
24. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:
The information on conservation of energy technology absorption pursuant to Section134(3) (m) of the Companies Act 2013 read with the Rule 8(3) of the Companies (Accounts)Rules 2014 are not applicable to the Company as the Company is not engaged inmanufacturing activities.
Foreign Exchange earning: -Nil Foreign Exchange outgo:Rs. 98388/-
25. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure"D" to this Report.
None of the employees of the Company fall within the purview of the informationrequired under Section 197 read with rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 during the financial year.
26. DEPOSITORY SERVICES:
The Companys Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares of theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE638N01012
Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.
27. ENVIRONMENT AND SAFETY:
The Company is aware of the importance of environmentally clean and safe operations.The Companys policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation ofnatural resources at the Plant.
The shares of the Company are listed on BSE Ltd. The Company has paid Listing fees forthe financial year 2016-17.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant / material orders passed by the Regulators or courts orTribunals impacting the going concern status of your Company and its operations in future.
30. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements related and the date of the report.
31. STATUS OF PENDING LEGAL CASES:
The following legal cases are pending against the Company and the same are beingdefended by the company:
An Appeal Filed by the Company before the commissioner of Central Excise (Appeal) theorder on the same has been passed in favor of the Company against demand of Rs. 361537/-(already Paid) plus Rs. 1632382/-(already paid ) and imposed penalty of Rs. 361537/-and Rs. 100000/- and Interest thereon. However the Excise Department has filed appealbefore the CEGAT (case No. 103/adj/2001 ADC dated 31.10.2001). The Case is being defendedby the company.
32. CORPORATE GOVERNANCE REPORT:
Report on Corporate Governance and management discussion report is not given as thesame are not applicable to the company.
The Directors wish to convey their appreciation to the Companys shareholderscustomers suppliers bankers and distributors for the support they have given to theCompany and the confidence which they have reposed in its management and the employeesfor the commitment and dedication shown by them.