SHILP GRAVURES LIMITED
Your Directors have pleasure in presenting the 24th Annual Report on theworking of the Company together with the Audited Accounts of the Company for the yearended on 31st March 2017.
1. FINANCIAL HIGHLIGHTS:
(Rs. in Lacs)
|Particulars ||For the year ended on 31st March 2017 ||For the year ended on 31st March 2016 |
|Revenue from Operations and Other Income ||6569.46 ||6189.90 |
|Pro it Before Depreciation and Amortisation expenses Finance Cost and Tax ||1633.82 ||1578.87 |
|Less: Depreciation and Amortisation expenses ||607.01 ||606.92 |
|Finance Cost ||97.66 ||169.55 |
|Exceptional Items ||- ||267.19 |
|Pro it before Tax ||929.15 ||535.21 |
|Less: Current tax expense for current year ||290.25 ||266.13 |
|Short provision for tax relating to prior years ||(0.32) ||2.70 |
|Deferred tax ||(34.59) ||(36.64) |
|Net Pro it after Tax ||673.81 ||303.02 |
|Balance Brought Forward ||2744.33 ||2555.14 |
|Amount available for appropriations ||3418.14 ||2858.16 |
|Appropriation: || || |
|General Reserves ||- ||25.00 |
|Proposed Dividend ||- ||73.80 |
|Corporate Dividend Tax ||- ||15.03 |
|Balance Carried to Balance Sheet ||3418.14 ||2744.33 |
2. REVIEW OF OPERATIONS:
The re enue vfrom operations for the f inancial year 2016-17 at Rs. 6569.46 Lacs washigher by 6.13% over last year (Rs. 6189.90 Lacs in financial year 2015-16). Earningsbefore interest tax depreciation and amortisation ("EBITDA") was Rs.1633.82 Lacs registering a growth of 3.48% over EBITDA of Rs. 1578.87 Lacs in financialyear 2015-16. Profit after tax ("PAT") for the year was Rs. 673.81 Lacsrecording a growth of 122% over the PAT of Rs. 303.02 Lacs of financial year 2015-16. TheCompany has sustained its commitment to the highest level of quality and transperantmanagement that have collectively helped to achieve satisfactory perfor mance during theyear.
Based on Companys performance for the financial year 201617 the Board ofDirectors ("the Board") are pleased to recommend for approval of the members afinal dividend of Rs. 1.50/- per share being 15.00% (previous year Rs. 1.20 per shares)on the face value of Rs. 10/- per share on 6149800 Equity Shares of the Company to beappropriated from the profits of the Company for the financial year 201617. Thefinal dividend on equity shares if approved by the members would involve a cash outflowof Rs. 111.03 Lacs including dividend tax.
4. TRANSFER TO RESERVES:
The Company proposes to transfer Rs. 25.00 Lacs to the general reserve.
5. PUBLIC DEPOSITS:
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year under review the Company has not given any loan or provided guaranteesor made any investments as prescribed under Section 186 of the Companies Act 2013.
7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information required under Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 the relevant data pertaining to conservation ofenergy technology absorption and foreign exchange earnings and outgo is annexed herewithas Annexure A.
8. CORPORATE GOVERNANCE:
The Companies Act 2013 and as per Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Corporate Governance Report withAuditors Certificate given is presented in separate section forming part of thisReport. A certificate of Chief Executive Officer and Chief Financial Officer of theCompany in terms of Listing Regulations inter alia confirming the correctness ofthe financial statements and Cash flow statements adequacy of internal financial controlmeasures and reporting of matters to the Audit Committee is also annexed.
9. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A detailed report on Management Discussion and Analysis Report as required underSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isincluded as separate section forming part of this Report. Certain statement of the saidreport may be forward looking. Many factors may affect the actual results which could bedifferent from what the directors envisage in terms of performance and outlook.
10. Listing of shares:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 513709. The Company confirms that the annual listing fees to stock exchanges for thefinancial year 2017-18 have been paid.
11. DIRECTORS & KEY MANAGERIAL PERSONNEL: (a) Retirement by Rotation Mr. Nipam Shah(DIN: 00093697)
In accordance with the provisions of Section 152(6) and Articles of Association of theCompany Mr. Nipam Shah will retire by rotation at the ensuing Annual General Meeting ofthe Company and being eligible offer himself for re-appointment. The Board recommends hisre-appointment.
Mrs. Gurnish Chhabda Company Secretary - designated as Key Managerial Personnelhas resigned from the post of Company Secretary w.e.f. 23rd March 2017.
Mr. Bharat Patel Company Secretary - designated as Key Managerial Personnel
During the year under review Mr. Bharat Patel was appointed by the Board at theirmeeting held on 31st March 2017 as the Company Secretary designated as one ofKey Managerial Personnel.
(d) Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as laid out under sub-section(6) of Section 149 of the Companies Act 2013 and the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: a) in the preparation of annualaccounts the applicable Accounting Standards have been followed along with properexplanation relating to material departures;
b) the accounting policies have been applied consistently and reasonable and prudentestimates have been made so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year 2016-2017 and the profit of the Company for thatperiod;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and deecting fr aud and other irregularities;
d) the Annual Accounts have been prepared on a going concern basis;
e) the internal financial controls followed by the Company are adequate and has beenoperating effectively; and
f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and have been operating effectively.
13. MEETINGS OF THE BOARD:
The Board of Directors met 5 (Five) times during the year. The details of the BoardMeetings with regard to their dates and attendance of each of the Directors thereat havebeen provided in the Corporate Governance Report which forms part of this Report.
14. AUDIT COMMITTEE:
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this Report. The Committee inter alia reviews theReports of Internal Auditors Internal Financial Control System and Compliance withvarious regulations. The Committee also reviews the financial statements before they areplace before the Board.
15. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE:
The Company has no Subsidiary Associate or Joint Venture within the meaning Section2(6) of Companies Act 2013 ("ACT").
16. WHISTLE BLOWER / VIGIL MECHANISM:
The Company has established a "Whistle Blower and Vigil Mechanism Policy" forDirectors Employees and Stakeholders to report the genuine concerns. The provisions ofthis policy are in line with the provisions of Section 177(9) of the Companies Act 2013and also as per the Regulation 22 read with Regulation 4(d) (iv) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulation2015. Policy is available on the website of the Company at the web-link\http://www.shilpgravures.com/pdf/ whistle%blower%Policy.pdf
17. CORPORATE SOCIAL RESPONSIBILITY:
Shilp has been proactively carrying out CSR activities in alignment with the vision ofthe Company. Shilp through its CSR initiatives continuous to enhance value creation inthe society and in the community in which it operates through its services conduct &initiatives so as to promote sustained growth for the society and community infulfillment of its role as Socially Responsible Corporate with environmental concern.
In compliance with requirements of Section 135 of the Companies Act 2013 the Companyhas laid down a CSR Policy. The composition of the Committee contents of CSR Policy andReport on CSR activities carried out towards supporting projects in eradication of hungerpromoting education and healthcare during the financial year ended 31st March2017 in the format prescribed under Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as Annexure B.
18. POLICY ON NOMINATION AND REMUNERATION:
The contents of Nomination and Remuneration Policy of the Company prepared inaccordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 areprovided in the Corporate Governance Report. The Policy may be referred to at theCompanys website at the web-link http://www.shilpgrvures.com/pdf/nomination_and_remuneration_policy.pdf
19. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance of the Directors individually. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.
20. EXTRACT OF THE ANNUAL RETURN:
The extract of Annual Return required under Section 134(3(a) of the Companies Act 2013read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 in FormMGT 9 is annexed herewith as Annexure C.
21. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of business and in compliance withthe applicable provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. There are no material related party transactions made bythe Company with the Promoters Directors Key Managerial Personnel etc. hence there isno information to be provided as required under Section 134(3)(h) of the Companies Act2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014. The Audit Committeereviews all related party transactions quarterly. The Policy on Related Party Transactionsof the Company is uploaded on the Companys website at the web-linkhttp://www.shilp.gravurs.com/pdf/ policy%20on_related_party_transactions.pdf.
22. INTERNAL FINANCIAL CONTROLS:
As per provisions of Section 1 34(5)(e) of the Companies Act 2013 t he Directors havean overall responsibility for ensuring that the Company has implemented robustsystems/framework of internal financial controls to provide them with reasonable assuranceregarding the adequacy and operating effectiveness of controls with regards to reportingoperational and compliance risks.
The Companys internal control procedure which includes internal financialcontrols ensure compliance with various policies practices and statutes and keeping inview the organizations pace of growth and increasing complexity of operations. Theinternal auditors team carries out extensive audits throughout the year across alllocations and across all functional areas and submits its reports to the Audit Committeeof the Board of Directors which reviews and approves annual internal audit plan. AuditCommittee periodically reviews the performance of internal audit function.
Based on information provided nothing has come to the attention of Directors toindicate that any material breakdown in the function of these controls procedures orsystems occurred during the year under review. There have been no significant changes ininternal financial controls during the year that have materially affected or arereasonably likely to materially affect internal financial controls.
23. EQUAL OPPORTUNITY EMPLOYER:
The Company has always provided a congenial atmosphere for work to all employees thatis free from discrimination and harassment including sexual harassment. It has providedequal opportunities of employment to all without regard to their caste religion colourmarital status and sex. The Company has also framed a Policy on "Prevention of SexualHarassment" at the workplace. There were no cases reported under the said Policyduring the year.
24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Companies Act 2013 (Act) readwith Rule 5 (2) and 5(3) of the Companies Act 2013 (Appointment and Remuneration ofManagerial Personnel) Rules 2014 there is no employee drawing remuneration in excess ofthe limits set out in the said Rules and other details as required under Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given in Annexure D forming part of this Report.
25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
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.
(a) Statutory Auditors:
M/s. Deloitte Haskins & Sells (DHS) (ICAI firm Registration Number 117365W)Chartered Accountants (CAs) Ahmedabad were appointed as the Statutory Auditors of theCompany to hold office till the conclusion of the Annual General Meeting to be held in thecalendar year 2018. Further in terms of the first proviso to Section 139 of t heCompanies Act 2013 and the Rules framed thereunder the appointment of the auditors shallbe placed for ratification at every Annual General Meeting. Members are requested toratify their appointment for the F. Y. 2017-18.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report. The notes on the financial statementreferred to in the Auditors Report are self-explanatory and do not call for anyfurther comments.
(b) Secretarial Auditors:
The Board of Directors appointed Mrs. Monica Kanuga Practicing Company Secretaries assecretarial auditor of the Company to conduct Secretarial Audit for financial year2017-18. The Secretarial Audit of the Company for the financial year 2016-17 is annexedherewith as
With regards to the obeservation regarding the composition of Audit Committeenecessary steps have been since been taken and one more Independent Director has beenappointed on the committee to ensure required compliance.
(c) Internal Auditors:
The Board of Directors appointed M/s. KJP & Associates LLP Chartered Accountantsas Internal Auditors of the Company for the F. Y. 2017-18.
27. DETAILS OF UNCLAIMED SUSPENSE ACCOUNT:
Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is notapplicable as there is no suspense account required to be maintained by the Company.
All the insurable interests of the Company including Inventories Buildings Plant& Machinery and Liabilities under legislative enactments are adequately insured.
The Company has maintained healthy cordial and harmonious relations at all levelsthroughout the year.
We thank our customers vendors in vestors bankers for their continued support duringthe year. We place on record our appreciation of the contribution made by our employees atall levels. Our consistent growth was made possible by their hard work solidaritycooperation and support.
The Directors also take this opportunity to thank all Auditors Bankers ConsultantsInvestors Clients Government and Regulatory Authorities and Stock Exchanges for theircontinued support during the year and look forward to their continued support in thefuture.
| ||On the behalf of The Board of Directors |
|Place: Rakanpur ||Ambar Patel ||Shailesh Desai |
|Date: 22nd July 2017 ||(Managing Director) ||(Director) |
ANNEXURE - A
Information required under Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 pertaining to Conservation of EnergyTechnology Absorption Foreign Exchange Earnings and Outgo for the year ended 31stMarch 2017:
(A) Conservation of Energy
(i) The steps taken or impact on Conservation of Energy :
|A. ||Replacement of Conventional 40 Watts Lighting Fixtures By LED Fixtures in following Areas and the saving observed was as follows: |
|i. ||Laser Area (36Wx2)X6Nos Tube Lamp Replaced by 60Wx2Nos LED Lamps (216-120) || |
| ||Total Saving / Day ||2.30 Kwh |
| ||Total saving for 360 Days ||829 Kwh |
|ii ||Buffing Area 40W Fixtures replaced by 20W ( 08 Nos ) || |
| ||Total Saving / Day ||3.84 Kwh |
| ||Total saving for 270 Days ||1036 Kwh |
|iii ||Various Areas 36 Watts fixtures replaced by 9W (GEB) LED Lamps. Total 60 Nos. || |
| ||Total Saving / Day ||38.88 Kwh |
| ||Total saving for 300 Days ||11664 Kwh |
|iv ||Flexo+Areas 40W PL-Tube Lamp.Replaced by 18W LED PL 2G11 Lamps. (06 Nos.) || |
| ||Total Saving / Day ||2.376 Kwh |
| ||Total saving for 360 Days ||855 Kwh |
|v ||PMTR Area 28W Replaced By 15W LED ||2.49Kwh / Day & 898 Kwh / Year |
| ||Total Kwh Units Saved (i+ii+iii+iv+v) ||15282 Kwh / Year |
| ||Total saving @ Rs. 7.26Kwh ||Rs. 110947.00 |
(ii) The steps taken by the Company for utilizing alternate sources of energy: None(iii) The capital investment on energy conservation equipment: None (iv) Total energyconsumption during the year:-
|Particulars ||Current Year ||Previous Year |
|Period || |
April 2016 to March 2017
April 2015 to March 2016
| ||Units (KWH) ||Amt. in Rs. ||Rs. Per Unit ||Units (KWH) ||Amt. in Rs. ||Rs. Per Unit |
|(a) Electricity || || || || || || |
|Purchased ||4712000 ||34241014 ||Rs.7.26/Unit ||4276590 ||32438689 ||7.58 Rs./Kwh |
|Own Generation ||3662768 ||23654767 ||Rs 6.45/Unit ||3711746 ||25409807 ||6.84 Rs./Kwh |
|(Wind Turbine Gen.) || || || || || || |
|(b) DG Sets Units Gen. ||22800 Ltrs. ||1372708 ||2.17Unit/Ltrs ||31800 Ltr ||1648644 ||2.48Ltr/ Kwh |
| || ||(49540 Units) || || || || |
* Note: F.Y.2016-17 - 49540 Units Generated at the Cost of Rs.1372708 (22800 LtrsDiesel Consumed) F.Y.2015-16 70840 Units Generated at the Cost of Rs.1648644 (31800 Ltrs Diesel Consumed) The Company continues to give due priority to conservation ofenergy on continuous basis.
(B) Technology Absorption
(i) The efforts made towards technology absorption: None
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: None
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): None
(iv) The expenditure incurred on Research and Development: During the year underreview no new specific Research & Development activities were carried out.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars regarding Foreign Exchange Earnings and Outgo appear in Note 40 & 41 inthe Notes to Financial Statements.
| || ||On the behalf of The Board of Directors |
|Place: Rakanpur ||Ambar Patel ||Shailesh Desai |
|Date: 22nd July 2017 ||(Managing Director) ||(Director) |
Annual Report on Corporate Social Responsibility (CSR) activities for the financialyear 2016 - 2017
1. A brief outline of the Companys CSR Policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR Policy andprojects or programs:
Sustainable practices have always been an integral part of our business strategy.Corporate Social Responsibility (CSR) is a part of our overall sustainabilityencompassing social economic and environmental actions. While philanthropy is one aspectof it we also lend our support to building nation by contributing to CSR activities.
The Companys CSR Policy provides for carrying out the CSR activities in the areasof Education Environment Health Care & Welfare Rural Development Social and WomenEmpowerment Sports & Culture / Heritage Infrastructure and various other socialmatters by way of donation to a reliable and respectable corpus trust society orinstitution or organisation.
During the year the Company has contributed to various organisations like Dardi NuRahat Fund Servavidhayala Kelvani Mandal India Renal Foundation Help Age IndiaPanchkuva Kapad Mahajan and many more for the purpose of carrying our CSR activities.
There are a few broad categories of social responsibility that the Company ispracticing:
1. Health care and Welfare efforts: One primary focus of corporate socialresponsibility is the Health care and Welfare of the local populance.
2. Philanthropy: The Company practices social responsibility by donating to localtrusts institutions and NGOs. The motive behind such charity is to serve the society atlarge.
3. Volunteering: Attending volunteer events says a lot about a companyssincerity. By doing good deeds without expecting anything in return company is able toexpress its concern and support for the well-being.
The main focus of the Company is on "Preventive Healthcare". Preventivehealthcare is an important dimension of health that needs significant attention andinvestment from all sections of the society. It is a national health priority and anotified area under Schedule VII of the CSR Section 135 of the Companies Act. Preventivehealthcare directly improves health well-being and productivity of community/populationfamilies and individuals by benefiting most the disadvantaged and marginalized groups. Itcovers range of public health activities focused on prevention of diseases promotion ofgood health and strengthening of health systems. This directly and indirectly improves thehealth of fellow citizens especially the socially and economically relegated groups.
The Policy on CSR as approved by the Board is uploaded on the Companys websitewww.shilpgravures.com and can be accessed at http://www.shilpgravures.com/pdf/CSR%20Policy.pdf
2. The Composition of CSR Committee:
|Mr. Nipam Shah ||- ||Chairman |
|Mr. Ambar Patel ||- ||Member |
|Mr. Shailesh Desai ||- ||Member |
|3. A erage Net Profit of the Company for last three Financial Years: v ||Rs. 810.66 Lacs |
|4. Prescribed CSR Expenditure (2% of the amount mentioned in 3 above): ||Rs. 16.21 Lacs |
|5. Details of CSR spent during the Financial Year: || |
|(a) Total amount spent for the Financial Year: ||Rs. 16.25 Lacs |
|(b) Amount Unspent if any: ||Nil |
(c) Manner in which the amount spent during the Financial Year is detailed below:
|(1) ||(2) ||(3) ||(4) ||(5) ||(6) ||(7) ||(8) |
|Sr. No. ||CSR Project or activity identified ||Sector in which the project is covered ||Projects or Programs (1) Local area or other (2) Specify the state and district where the projects or programs were undertaken ||Amount outlay (budget) project or programs wise (Rs. in Lacs) ||Amount spent on the projects or programs subheads (1) Direct expenditure on projects or programs (2) Overheads (Rs. in Lacs) ||Cumulative expenditure up to the reporting period (Rs. in Lacs) ||Amount spent: Direct or through implementing agency |
|1. ||Dardionu Rahat Fund ||Healthcare ||Ahmedabad Gujarat ||3.00 ||3.00 ||3.00 || |
|2. ||Sarva Vidyalaya Kelavani ||Education ||Kadi Mehsana ||10.00 ||10.00 ||10.00 || |
| ||Mandal || ||Gujarat || || || || |
|3. ||India Renal Foundation ||Healthcare ||Ahmedabad Gujarat ||1.00 ||1.00 ||1.00 || |
|4. ||Helpage India ||Healthcare poverty alleviation ||Gandhinagar Gujarat ||0.24 ||0.24 ||0.24 ||Through Implementing |
| || || || || || || ||Agency |
|5. ||Health & Care Foundation ||Healthcare & Welfare ||Ahmedabad Gujarat ||1.50 ||1.50 ||1.50 || |
|6. ||Thakershy Chiritable Trust ||Healthcare ||Navrangpura Ahmedabad ||0.51 ||0.51 ||0.51 || |
6. In case of Company has failed to spend the 2% of the average net profit of the lastthree Financial Year or any part thereof the Company shall provide the reasons for notspending the amount in its Board Report: Not Applicable
7. A responsibility statement of the CSR Committee that the implementation andmonitoring of CSR policy is in compliance with CSR activities and Policy of the Company: DulyComplied
|Sd/- ||Sd/- |
|Mr. Ambar Patel ||Mr. Nipam Shah |
|Managing Director ||Chairman CSR Committee |