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Shervani Industrial Syndicate Ltd.

BSE: 526117 Sector: Infrastructure
NSE: N.A. ISIN Code: INE011D01013
BSE LIVE 14:44 | 13 Dec 497.60 0
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OPEN 497.60
PREVIOUS CLOSE 497.60
VOLUME 411
52-Week high 497.60
52-Week low 123.10
P/E 5.84
Mkt Cap.(Rs cr) 155
Buy Price 497.60
Buy Qty 4977.00
Sell Price 0.00
Sell Qty 0.00
OPEN 497.60
CLOSE 497.60
VOLUME 411
52-Week high 497.60
52-Week low 123.10
P/E 5.84
Mkt Cap.(Rs cr) 155
Buy Price 497.60
Buy Qty 4977.00
Sell Price 0.00
Sell Qty 0.00

Shervani Industrial Syndicate Ltd. (SHERVANIINDLSY) - Director Report

Company director report

Dear Members

Your Directors' take pleasure in presenting the 68lh Annual Report together with theAudiled Financial Statements for the year ended on 3151 March 2016.

FINANCIAL RESULTS

(Rs. in Lac)
Total Revenue 2944
Profit before Depreciation 61
Depreciation 30
Profit after Depreciation before tax 31
Current/Earlier year tax 13
Profit after tax 18

DIVIDEND

Due to inadequacy of Profit and the provisions of the Companies Act 2013 yourDirectors are not in a position to propose any dividend for the year that ended on 31stMarch 2016.

OPERATIONS REVIEW

During the year under review the development of infrastructure facilities of the'Shervani Legacy' project as sanctioned in the 'Layout Plan' is completed. The entire areaunder the project ’Shervani Legacy' has been landscaped to provide greenery and aclean environment for healthy living. All infrastructure facilities have been completedwithin the scheduled time frame. The Allahabad Development Authority has also issued the'Completion Certificate' for the layout of 'Shervani Legacy Project1. Subsequent to thereceipt of said certificate and in the case of customers completing their payment schedulewe have started the execution of the conveyance deed.

Encouraged by the public enquiries the Company decided to initiate the next phase forconstruction of group housing and sale of residential apartments. We are pleased to informyou that the Allahabad Development Authority has sanctioned the plans for construction oftwo ten storey towers comprising of 160 apartments plus a community centre. Each tower has80 flats with 40 Nos. 2BHK and 40 Nos. 3BHK apartments. The construction work namelyexcavation of earth for piling of pillars has started. The company is planning to launchbooking of flats within next three months.

MANAGEMENT DISCUSSION AND ANALYSIS

A. Business Overview Industry Structure and Development

During the year under review the Indian economy remained sluggish and the real estatesector continued to suffer from economic slow-down. Hence the sale of plots did not goaccording to plan. However following the period under review the monsoon is expected tobe good and it is also expected that Seventh Pay Commission Report will be implementedshortly. This leads one to hope for recovery of the economy and consequently the realestate sector in the medium term.

B. Outlook on Opportunities Threats Risks and Concern

In search of opportunities for better life people continue to migrate from villages tocities. This is bound to have a positive impact on the demand for housing in urban areasspecially in B-Class cities. Thus over a period of time despite some periods of slowdownthe growth in the construction industry is assured. The infrastructure facilities alreadydeveloped at 'Shervani Legacy' promise a green and healthy environment which togetherwith the high construction standards adopted by our projects should result in good salesin the years to come. However the inflationary market trends can increase input costswhich are a matter of concern for both buyers and sellers. Increases in input costs havenegative impact on project costs margins and the trust of public in the project. Yourcompany is planning better management of raw material and optimization of operatingefficiency to overcome external risks and continue to address issues concerning thebuyers.

C. Subsidiary Company

M/s Farco Foods Pvt Limited the wholly owned subsidiary of your Company manufactured4435 MT biscuits of Priyagold Brand on job work basis. The production was lower because ofreduced production schedule from the Principal. The work relating to upgradation of plantto gas plant is in progress and we hope to complete the same in next three months.

D. Internal Financial Controls

The Company has an adequate system of internal control to ensure compliance withpolicies and procedures commensurate with the size and scale of operations. The internalaudit work has been assigned to an independent firm of Chartered Accountant whichevaluates the efficiency and adequacy of internal control systems. The internal auditreports and recommendations are reviewed by the Audit Committee of the Board.

E. Development in Human Resource and Industrial Relations

The Company maintains a very cordial relationship with its employees. Theywhole-heartedly support the management in all its activities and endeavors.

F. Research and Development

In view of the nature of business activities of the Company there is little scope forresearch and development work. The company is making all efforts to reduce costs bymaintaining standards that benefit the consumers.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to Corporate Governance requirements set out by SEBI. The Company has complied withall mandatory requirements of Corporate Governance. A separate report on governancepractices followed by the Company in compliance of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 on Corporate Governance along with aCertificate of Compliance from the Statutory Auditors is attached with the said separatereport which forms integral part of this Directors' Report.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Company(Management & Administration) Rules 2014 the extract of the Annual Return of theCompany in Form MGT-9 is annexed to this report as Annexure A.

BOARD MEETINGS

The calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year four Board Meetings were convened and details of same are given in the CorporateGovernance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) of the Companies Act 2013 the Directorsstate that;

(i) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed;

(ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andof the profit and loss of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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; and

(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.

DECLARATION BY INDEPENDENT DIRECTORS

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(Listing Obligations and Disclosure Requirements ) Regulations 2015.

NOMINATION & REMUNERATION

The Board on the recommendation of the Nomination & Remuneration Committee makethe appointment of Directors senior management and fix their remuneration Key ManagementPersonnel are appointed by the Board after consideration of their qualification andexposure to required fields. The details are stated in the Corporate Governance Report.

AUDITORS REPORT

The observations of the Statutory Auditors in their report are appropriately dealt within notes forming part of Financial Statement. No qualification or adverse remarks has beenmade by the Company Secretary in practice in his Secretarial Audit Report.

RELATED PARTY TRANSACTIONS

To provide transparency in management and ensure compliance with the provisions ofvarious laws the Audit Committee has provided guidelines to the Directors/Board. Theguidelines inter alia provide for identification manner of dealing conduct anddocumentation of such transactions as per the provisions of the Companies Act and otherapplicable rules and regulations.

There were no related party transactions between the Company and the Promoters KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of Company. All related parly transactions that were entered in to during thefinancial year were in the ordinary course of business and are disclosed at Note No.30attached to the standalone balance sheet. None of the Director’s has any pecuniaryrelationship or transaction vis-a-vis the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

There is nothing to report about the conservation of energy and technology absorptionduring the year. There is no foreign exchange earning and outgo.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act 2013 are not applicable in our casehence information in respect of the same have not been compiled.

BOARD EVALUATION

The Board carries out annual evaluation of its own performance of the Directorsindividually as well of the working of its various Committees. The key areas forevaluation are the quality of deliberations and contribution towards performance andguidance to management. The Board of Directors expressed their satisfaction with theevaluation process.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the section 152 of the Companies Act 2013 Mr.Azhar Nisar Shervani (DIN:00424635) and Mr.Saeed Mustafa Shervani (DIN:00Q24390) Directorsretire by rotation at the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment. Brief resume of the Directors seeking reappointment alongwith other details as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and in terms of Section 102(1) of the Companies Act 2013are provided in the Notice for convening the Annual General Meeting.

There are no changes among the Board of Directors and Key Managerial Personnel of theCompany during the year under review except for directors re-appointed by rotation.

Pursuant to provisions of section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company are Mr. Saleem I Shervani Managing Director Mr T. Hasan ChiefFinance Officer and Mr B K Misra Company Secretary.

The Directors recommend all the resolutions placed before the Members relating toDirectors for their approval.

STATUTORY AUDITORS

M/s P.L.Tandon & Co. Chartered Accountants statutory auditors of the Companyretire from their office at the ensuing Annual Genera! Meeting and are eligible forre-appointment. They have confirmed their eligibility under section 141 of the CompaniesAct 2013 and the rules framed thereunder for reappointment as Auditors of the Company.Your Directors recommend their re-appointment up to the conclusion of the next AnnualGeneral Meeting.

SECRETARIAL AUDITORS

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 M/s Siddiqui & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of Secretarial Auditor is annexed herewith asAnnexure B.

INTERNAL AUDITOR

The Board of Directors on the recommendation of the Audit Committee appointed M/s RekhaAgarwal & Asseciates Chartered Accountants Allahabad to carry out the Interna! Auditfor the financial year 2016-17. All issues raised by the internal Auditors are suitablydealt with and rectified under close monitoring by the Audit Committee.

DEPOSITS

The Company has not accepted or renewed any deposit during the year falling within theambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits)Rules 2014 accordingly no’ amount was outstanding as on the date of Balance Sheet.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the section 129(3) of the Companies Act 2013 and the accountingstandard AS-21 on consolidated financial statement(s) read with accounting standard AS-23on accounting for investments in associates your Company has prepared the consolidatedfinancial statements and annexed to this report. A Statement in form AOC-1 containingsalient features of the financial statements of the subsidiary and associate companies areattached as Annexure C.

DISCLOSURE UNDER RULE 5 OF THE COMPANIES {APPOINTMENT & REMUNERATION) RULES 2014.

None of the employee of the Company was in receipt of total remuneration ofRs.6000000/- per annum or Rs.500000/- per month during the financial year underreview.

Disclosure required under section 197 of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment & Remuneration) Rules 2014 have been annexed as AnnexureD.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof sexual harassment of women at work place (prevention prohibition and redressal) act2013. Till date the company has not received any complaint thereunder.

UNCLAIMED DIVIDEND

Pursuant to provisions of section 205A(5j and 205C of the Companies Act 1956 thecompany has transferred the unpaid or unclaimed dividends for the financial year upto2007-08 from time to time on due dates to the Investor Education and Protection Fund (theI EPF) established by the Central Govt.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of loans guarantees and investments covered under the provisions ofsection 186 of the Companies Act 2013 are given in the notes to the financial statements.

AUDIT COMMITTEE

The Company has an Audit Committee and details of constitution and terms of referenceare set out in the Corporate Governance Report.

VIGIL MECHANISM

Pursuant to the provisions of the section 177 of the Companies Act 2013 the Companyhas adopted Vigil Mechanism policy which also incorporates a whistle blower policy.Adequate safeguards are provided against victimization to those who avail the mechanismand access to the Chairman of the Audit Committee while reporting about unethicalpractices malpractice and non-compliance of policies.

LISTING WITH STOCK EXCHANGE

The Equity shares of the Company are listed on Bombay Stock Exchange Limited DelhiStock Exchange Limited and the U.P. Stock Exchange Association Limited. However the DelhiStock Exchange and U.P. Stock Exchange have been closed. Further details are set out inthe Corporate Governance Report.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud to Audit Committee asstipulated under second proviso of section 143(12) of the Companies Act 2013.

INDUSTRIAL RELATIONS

Industrial relations remained cordial during the period under review.

ACKNOWLE DG E MENTS

Your Directors wish to convey their deep sense of appreciation for the continuedsupport and co-operation extended by Bankers Central and State Government and all otherstakeholders. The Directors also wish to place on record their sincere appreciation forthe commitment and enthusiasm of the employees for the Company.

For and on behaif of the Board

Mohd. Aslam Sayeed S i Shervani
Director Managing Director
DIN : 06652348 D!N : 00023909

Place : Allahabad

Date : May 28 2016