Your Directors have pleasure in presenting the Thirty Eight Annual Report of theCompany along with the Audited Statement of Accounts for the year ended 31st March 2017.
1. FINANCIAL RESULTS:
| ||(Rupees ||in Lakhs) |
|Particulars ||31-03-2017 ||31-03-2016 |
|Total Income ||2414.13 ||2574.37 |
|Profit before Depreciation Interest & Tax ||194.40 ||204.82 |
|Depreciation ||129.48 ||119.72 |
|Interest ||59.84 ||80.20 |
|Profit (Loss) before Tax ||5.07 ||4.90 |
|Provision for Tax-[Net] ||(5.55) ||9.89 |
|Profit (loss) after Tax ||10.62 ||(4.99) |
|Prior Period Adjustments ||0 ||0 |
|Balance brought forward:From earlier year ||155.26 ||160.25 |
|Add : Profit/(loss) for the year ||10.62 ||(4.99) |
|Balance carried to Balance Sheet ||165.88 ||155.26 |
2. PERFORMANCE & RESULTS:
The Total turnover of the company during the year review was Rs.2414.13 lacs asCompared to Rs. 2554.14 lacs in the year 2016-2017. The net profit after tax was increasedto Rs. 10.62 lacs from a loss of Rs. 4.99 lacs.
3. OPERATIONS AND FUTURE PLANS
Looking to the present scenario the management of the company has taken followingsteps:
(a) EXPORT :
Looking to the success of past year's Export performance in Srilanka Nepal and SouthAfrican markets the Company is again participating in Hardware Show in Maxico in Sept2017.
(b) NEW PRODUCT DEVELOPMENT
With the installation of Roughing Mill and other equipment the Company has startedRolling Nickel Chromium alloys wires and expects this work to grow in this segment.
Company is also offering different variant in existing products line to meet thecustomer's requirement.
(c) FUEL EFFICIENCY
With the installation of waste Heat recovery system Company has improved its fuelefficiency.
4. CHANGES IN THE NATURE OF BUSINESS IF ANY:
Looking to the overseas business the company plans to export its products duly fittedwith handles. The handles are of different categories and as per the requirement of thebuyers. Company will offer its product with ceramic fibre moulded handles. Though this isnot a materials change but higher value will be added to the products.
In order to conserve the financial resources of the company your Board of Directorsregret their inability to declare dividend for the year 2016-2017
6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal Auditors are an integral part of the internalcontrol mechanism. To maintain its objectivity and independence the Internal Auditorsreports to the Chairman of the Audit Committee of the Board.
7. EXTRACT OF ANNUAL RETURN:
In accordance with requirements under Section 134(3)(a) of the companies Act 2013 thedetails forming part of the extract of the Annual Return in form MGT-9 is annexed herewithas (Annexure- A).
8. STATUTORY AUDITORS AND AUDITOR'S REPORT:
Sanghvi Sanghvi & Sanghvi Chartered Accountants (firm Registration No. 109138W)the Statutory Auditors of the company hold office till the conclusion of 38th AGM of thecompany. The Board has recommended the appointment of M/s. Ambavat Jain & AssociatesLLP Chartered Accountants (Firm Registration No. 109681W) as the Statutory Auditors of thecompany in their place for a term of one year from the conclusion of this AGM till theconclusion of next AGM of the company for approval of the members.
The notes on financial statements referred to in the Auditors Report areself-explanatory and do not call for any other comments. The Auditors Report contains anunmodified opinion.
9. COST AUDITORS:
Pursuant to the Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the Board of Directors on the recommendation ofthe Audit Committee appointed M/ s.Ranjan & Co. Cost Accountants as Cost Auditors ofthe Company for the financial year 2017-18 on a remuneration of Rs. 7500/- (Rupees SevenThousand Five Hundred only) plus Service Tax as applicable for the said financial year andrequested the members to ratify the remuneration as recommended above.
10. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. N. Bagaria & Associates a firm Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2016-17. TheSecretarial Audit Report (Annexure-B) forms a part of the Board's report to the Members.The Secretarial Audit Report does not contain any qualification reservation or adverseremarks.
11. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 134 (3) (o) and 135(1) of the Companies Act 2013 read withRule 8 of Companies (CSR) rules is not applicable to the Company as it is not fallingunder the criteria mentioned in the Act.
A. Changes in directors and Key Managerial Personnel
Directors retiring by rotation
In terms of Section(s) 149 152 and all other applicable provisions of the CompaniesAct 2013 for the purpose of determining the Directors liable to retire by rotation theIndependent Directors are not included in the total number of Directors of the Company.Accordingly Mr. Vimit Ramawat (DIN: 00778655 ) shall retire by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment as aDirector of the Company.
Brief profile of the Directors proposed to be re-appointed as required under Regulation36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 arepart of the Notice convening the Annual General Meeting.
Appointment of Key Managerial Personnel
During the year under review no person falling within the definition of Key ManagerialPersonnel (KMP) as defined under section 2(51) and 203 of the Companies Act 2013 wasappointed.
Resignation of Key Managerial Personnel
During the year under review Mr. Ankit Parekh Company Secretary has resigned w.e.f.12th July 2016.
B. Familiarization Program for Independent Directors
Every Independent Director of the Company is provided with ongoing information aboutthe industry and the Company so as to familiarize them with the latest developments. TheIndependent Directors also visit the facilities at various locations of the Company wherethey can visit and familiarize themselves with the operations of the Company.
C. Annual Evaluation of Board of Directors its Committees and individual Directors:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualevaluation of its own performance the directors individually as well as the working ofits committees. The structured evaluation report was prepared after taking intoconsideration inputs received from the directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its committees. Aseparate exercise was carried out to evaluate the performance of individual directorsincluding the Chairman of the Board who are evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interests of the
Company and its minority shareholders etc. The performance evaluation of theIndependent directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the non-independent directors was carried out by the independentdirectors who also reviewed the adequacy and flow of information of the Board. Thedirectors expressed their satisfaction with the evaluation process.
13. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meet with the criteriaof independence as prescribed under sub-section (6) of Section 149 of the Companies Act2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015
14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other business matters.
The notice of Board Meeting is given well in advance to all the Directors. The Agendaof the Board / Committee meetings is circulated at least a week prior to the date of themeeting.
During the year under review seven (7) Board Meetings and 4 Audit committee meetingswere convened and held. Details of each such meeting are given in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013.
15. COMMITTEES OF THE BOARD
During the financial year 2016-17 the Company had four (3) Committees of the Boardnamely
Nomination and Remuneration Committee
Stakeholders Relationship Committee
The Board decides the terms of reference for these companies. Minutes of meetings ofthe Committees are placed before the Board for information. The details as to thecomposition terms of reference number of meetings and related attendance etc. of theseCommittees are provided in detail in the Corporate Governance Report which forms a partof this Annual Report.
16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism (W histle Blower Policy) for Directorsand employees of the Company to report genuine concerns. The W histle Blower Policyprovides for adequate safeguards against victimization of persons who use such mechanismand make provision for direct access to the Chairman of the Audit Committee in appropriateor exceptional cases. The policy is also available on the website of the Company:www.shivagrico.com
17. NOMINATION AND REMUNERATION POLICY:
The Nomination & Remuneration Committee of the Board of Directors has adopted apolicy which deals with the manner of selection and appointment of Directors SeniorManagement and their remuneration. The policy is in compliance with the provisions ofsub-section (3) of Section 178 of the Companies Act 2013.
18. PARTICULARS OF CONTRACTS OR ARRNAGEMENTS WITH RELATED PARTY:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. The company has nothing to report in form AOC-2 hasthe same is not reported
All Related Party Transactions are placed before the Audit Committee and also the Boardfor their approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval on a quarterly basis.
The transactions with the related parties are disclosed in Note No. 31 to the 'Notes onAccounts forming part of the Annual Report.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Information in accordance with the provisions of pursuant to Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) (A) & (B) of the Companies (Accounts) Rules2014 as amended from time to time regarding conservation of energy and technologyabsorption is given in the statement annexed as Annexure C hereto and forming part of thereport.
20. CORPORATE GOVERNANCE:
The paid up Equity Share Capital and Net Worth as per audited Balance Sheet as at 31stMarch 2016 of our company is Rs. 50136000/- and Rs. 75127186/- respectively. In viewof the same and pursuant to clause 15 (2) (a) of SEBI (LODR) Regulations 2015 thecompliance with the Corporate Governance provisions as specified in Regulations 17 to 27and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C D and E ofSchedule V of SEBI (LODR) Regulations. 2015 shall not apply to our company. The paid upEquity share Capital and Net-Worth as per audited balance sheet as at 31st March 2017 wasRs.50136000 and Rs.76703574/-respectively However as a matter of good Corporate Governancepractice a detailed report on the Corporate Governance system and practices of theCompany forming part of this report is given as a separate section of the Annual report.
The Compliance certificate from the Statutory Auditors regarding compliance ofconditions of Corporate Governance as stipulated in under part E of schedule of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is enclosed herewithas Annexure - D.
21. RISK MANAGEMENT POLICY
The Company follows a proactive risk management policy aimed at protecting its assetsand employees which at the same time ensuring growth and continuity of its business.Further regular updates are made available to the Board at the Board meeting and inspecial cases on ad-hoc basis.
22. DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with Section 134(3) (c) of the companies Act 2013 your directors onthe basis of information made available to them confirm the following for the year underreview:
(i) in the preparation of the annual financial statements for the year ended March 312017 the applicable accounting standards had been followed and that no materialdepartures have been made from the same.
(ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period;.
(iii) They have 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) They have prepared the annual accounts on a going concern basis.
(v) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and
(vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
23. MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis on the business and operations of the companyforming part of this report is given as a separate section of the annual report.
24. MANAGERIAL REMUNERATION
During the year under review the Company has not paid any remuneration sitting feesfor attending Board / Committee Meetings and Commission to any of its Directors.
25. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
During the year under review no remuneration has been paid to any of the directorsand hence the ratio of remuneration of each Director to the median of the employees hasnot been calculated.
26. PERSONNEL / PARTICULARS OF EMPLOYEES:
The company continues to maintain cordial relationship with its workforce.
There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as covered under the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The total number of permanent employees employed with your company as 31st March 2017is 31 as compared to 30 as on 31st March 2016.
27. INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial during theyear. Your Directors recognize and appreciate the sincere and hard work loyaltydedicated efforts and contribution of all the employees during the year under review.
28. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of earnings and expenditure in foreign currency are given in Note no.27 inthe Notes to the Accounts.
29. SEXUAL HARASSMENT:
During the year under review there were no cases filed or reported pursuant to theSexual Harassment of women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Company has not accepted any deposits from public within the purview of provisionsof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014 during the year under review and no amount of principal or interest on fixeddeposits was outstanding as on the Balance Sheet Date.
31. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provision of Section 186of the Companies Act 2013 are given in the notes to the Financial Statements.
32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
33. CASH FLOW STATEMENT:
In conformity with the Accounting Standard-3 issued by the Institute of CharteredAccountants of India and the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Cash Flow Statement for the year ended March 31 2017is annexed to the accounts.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS IF ANY:
There are no significant material order passed by the Regulators/ Courts which wouldimpact the going concern status of your Company and its future operations.
35. MATERIAL EVENTS OCCURING AFTER BALANCE SHEET DATE:
Due to implementation of Goods & Service Tax market is very uncertain and normalactivities have taken hit. Normal activity may resume with in 3 to 6 months and hence inabsence of normal demand production activities are slowly down resulting in higher costof productions
36. AMOUNT TRANSFER TO RESERVES:
During the year under review theCompany does not purpose to transfer any amount to itsreverse purusant provisions of Section 134(3) (j) of the Companies Act 2013.
37. ISSUE OF SHARES:
The Company during the year under review has not issued any Sweat Equity Shares orShares with differential rights or under Employee Stock option scheme nor did it buy-backany of its shares.
Since the Company has no subsidiaries provisions of Section 134(3)(q) of the CompaniesAct 2013 read with Rule 8(5)(iv) of Companies (Accounts) Rules 2014 are not applicable.
39. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 toBSE where the Company's Shares are listed.
Yours Company and its Directors wish to sincerely thank all the customers financialinstitutions creditors etc for their continuing support and co-operation.
Yours Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the Company and also sincerely thank the shareholders for theconfidence reposed by them in the company and from the continued support and co-operationextended by them.
|Mumbai 14th August 2017 ||For and on behalf of the Board of Directors |
|Registered Office ||For Shivagrico Implements Limited |
|A-1 Adinath Apartments 281 Tardeo Road ||Sd/- |
|Mumbai- 400 007. ||Vimalchand Jain |
|CIN:- L29810MH1979PLC021212 ||Chairman |
|TEL:- 022-23893022/23 ||DIN: 00194870 |
|Email:- firstname.lastname@example.org || |
|Website:- www.shivagrico.com || |