Sharad Fibres & Yarn Processors Ltd.
|BSE: 514402||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE638N01012|
|BSE 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 13:00 | 05 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have great pleasure in presenting the30th Annual Reporttogether with the Audited Accounts of the Company for the year ended March 31 2017.
FINANCIAL HIGHLIGHTS FOR PAST 3 YEARS :
1. REVIEW OF OPERATIONS:
During the year under review the Company earned total revenue of Rs. 480.14/- Lakh asagainst Rs. 588.41/-Lakhin the previous year. The Net Profit for the year stood at Rs.12.41/- Lakh as compared to Rs. 19.4/-Lakhin 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 2017. 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 2017 was Rs. 43664000/- dividedinto 4366400 Equity shares having face value of Rs. 10/- each fully paid up. During theyear under review the Company has issued 360000 Equity Shares of Rs.10/- each at par onPreferential basis to Non-Promoters.
The Company has not issued any shares with differential voting rights nor granted anystock options or sweat equity.
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. JyotiNankaniDirector of the Company retiresby rotation at the forthcoming Annual General Meeting and being eligible offers herselffor re-appointment.
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 bye thcompany 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 andthat such systems were adequate and operating effectively.
8. KEY MANAGERIAL PERSONNEL:
During the yearthere was no change in the Key Managerial Personnel of the Company. Thedetails of the existing Key Managerial Personnel is as under:
9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of your Company met 12 (Twelve) times during the year endedMarch 31 2017. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.
The Attendance of the Directors of the Company at the Board meetings is as under:
Separate Meeting of the Independent Directors:
The Independent Directors held a Meeting on 5 th December 2016 without theattendance of Non-Independent Directors and members ofManagement. All the IndependentDirectors were present at the meeting. 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:
During the YearBST Exports Private Limited has become wholly owned subsidiary of yourCompany.
Dalmia Exim Limitedis awholly owned subsidiary of BST Exports Private Limitedtherefore pursuant to Section 2(87) of the Act Dalmia Exim Limited is a deemedsubsidiary of your Company.
Further a statement containing the salient features of the Financial Statements of theSubsidiaries in the prescribed format AOC-1 "Annexure A" isattached as a part of Financial Statements.
The Company does not have joint venture or associate companies.
11. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements have been prepared by your Company in accordancewith the requirements of Accounting Standard 21 on Consolidated Financial Statementsissued by the Institute of Chartered Accountants of India. The Audited ConsolidatedFinancial Statements together with Auditor's Report thereon forms part of the AnnualReport.
12. COMMITTEES OF THE BOARD:
12.1 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:
The Attendance of the Members of the Audit Committee of the Company is as under:
12.2 NOMINATION AND REMUNERATION COMMITTEE:
The Committee members met twice during the financial year i.e. 29/04/2016 and12/07/2016
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.
The Attendance of the Members of the Nomination & Remuneration Committee of theCompany is as under:
12.3 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 four times during the financial year i.e.30.05.201612.08.2016 12.11.2016 & 14.02.2017.
The Attendance of the Members of the Stakeholders Relationship Committee of the Companyis as under:
Details of Investors Complaints received during the year:
There was no complaint pending for action as on 31st March 2017.
13. 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).
14. 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 Board's functioning composition of the Board and itsCommittees 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 on5th December 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 guaranteesbut has made investments insecurities covered under Section 186 of the Companies Act 2013 during the financial year2016-17 as per the Notes to the Financial Statements of the Company.
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 AnnexureB' 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 2016-17.
18. CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standardsof 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 Company's 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 natureand/or entered in the Ordinary course of business and onarm's 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 AnnexureC'.
20. STATUTORY AUDITORS AND THEIR REPORT:
Your Board proposes to appoint M/s. DarshilDoshi& Co. Chartered AccountantsMumbai (Firm Registration No.149822 with the Institute of Chartered Accountants of India)in place of M/s. Vinod S. Mehta Chartered Accountants the retiringAuditors to holdoffice from the conclusion of the ensuing AGM until the conclusionof thethAGM35to be held in 2022 (subject to ratification of the appointment by themembers at every AGMheld after this AGM). As required under the provisions ofSection 139 of the Companies Act2013 the Company has obtained writtenconfirmation from M/s. DarshilDoshi& Co.Chartered Accountants that theirappointment if made would be in conformity with thelimits specified in the saidSection.
The Board places on record its appreciation for the services rendering by the retiringauditors M/s. Vinod S. Mehta Chartered Accountants during their tenure as the StatutoryAuditors of the Company.
The Auditors Report for the year ended 31/03/2017 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 D'and formsan integral part to this Report. The report for the year ended 31/03/2017 does not containany 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 mpanyCo are identified assessed quantifiedappropriately mitigated minimized and managed i.e. to ensure adequate systems for riskmanagement. (b) to establish a framework for the company's risk management process and toensure its implementation. (c)to enable compliance with appropriate regulations whereverapplicable through the adoption of best practices (d) to assure business growth withfinancial stability.
24. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLO GY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure E' tothis Report.
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 AnnexureF'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 Company's Equity Shares have been admitted to the depository mechanism of theCentral Depository Services (India) Limited (CDSL). As a result the investors have anoption to hold the shares of the Company in a dematerialized form with the Depositories.The Company has been allotted 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 Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmentalregulations and preservation of naturalresources at the Plant.
The shares of the Company are listed on BSE Ltd. The Company has paid Listing fees forthe financial year 2017-18.
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. MERGER OF BST EXPORTS PRIVATE LIMITED AND DALMIA EXIM LIMITED WITH THE COMPANY:
The Company has filed a Scheme of Amalgamation with National Company Law Tribunal bywhich the BST Exports Private Limited and Dalmia Exim Limited ("TransferorCompanies") will be merged with the Company. The Scheme is under consideration beforeNCLT for Final Order.
31. 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.
32.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.
33. CORPORATE GOVERNANCE REPORT:
Report on Corporate Governance and Management Discussion Report is not given as thesame are not applicable to the company.
34 . ACKNOWLEDGMENT:
The Directors wish to convey their appreciation to the Company's 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.
ANNEXURE A' TO BOARDS REPORT 2016-2017
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures
Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures: Not Applicable
1.Names of associates or joint ventures which are yet to commence operations-N.A.
2.Names of associates or joint ventures which have been liquidated or sold during theyear.- N.A.
Annexure C' TO BOARDS REPORT 2016-2017
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for Disclosure of particularsof contracts/arrangements entered into by the companywith related parties referred to in sub section (1) of section88 of the Companies Act2013 including certain arm's 1 length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis.NOT APPLICABLE
2. Details of material contracts or arrangements or transactions at Arm's length basis.
ANNEXURE E'TO THE BOARDS REPORT 2016-17
Efficient use of energy in all form has beena consistent corporate trust in theCompany. Better maintenance of equipments improved operating practice and installation ofmost modern machinery has resulted in lot of saving in energy cost and consumption of rawmaterials.
A. CONSERVATION OF ENERGY:
The Company is consistently doing archrese in the field of saving energy byimplementing new cost-effective ideas. Form for disclosure of particulars with respect ofConsumption of Energy is enclosed herewith.
B. TECHNOLOGY ABSORPTION:
a) Research & Development
The Research & Development department of the Company has been arduously working toprovide quality and value for money to the customer in keeping with market trends.Research and Developmentis being carried out in the following areas.
Making design modifications in the products so as to simplify the manufacturing processand enhance productivity.
Improvements to tool design. Up gradation of machines.
Design and development of special machines required for increasing capacity.Development of equipment required for testing product reliability at various stages.
b) Technology absorption adaptation and innovation.
Innovation and adaption of number of processes for manufacture of nuts is done to suitOriginal Equipment Manufacturer's requirements in the Automobile sector. Methods ofmanufacture and productivity improvement are an on-going process.
C. FOREIGN EXCHANGE EARNED AND USED:
The particulars regarding foreign exchange earnings and expenditure appear at note nos.40and 41 to the accounts.
Annexure "F" TO BOARDS REPORT 2016-2017
[Pursuant to Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014]
1. Ratio of the remuneration to each executive Director to the median remuneration ofthe employees of the Company for FY 2016-17:-NA
2. % increase in remuneration Executive Directors CFO and CS during the FY 2016-17: NA
3. % increase in median remuneration of the employees for the FY 2016-17:-10% to 12%
4. Total permanent employees on role of Sharad Fibres And Yarn Processors Limited as on31.3.2017: 22
5. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NA
6. Affirmation that the remuneration is as per the remuneration policy of the company:Yes