TO THE MEMBERS
Your Directors have pleasure in presenting this Thirty Ninth Annual Report togetherwith the Audited Financial Statements and
Auditors' Report for the financial year ended on 31st March 2017.
Despite a decrease in sale the Net profit of your Company increased by 24.performance.
| || ||(Rs. in Lakhs) |
|Financial Data ||Current Year ||Previous Year |
|Sales ||4093.94 ||4791.82 |
|Other Income ||51.92 ||55.67 |
|Profit for the year before Tax ||494.49 ||398.91 |
|Provision for taxation ||166.35 ||135.10 |
|Deferred Tax Assets/(Liability) ||1.89 ||3.11 |
|Net Profit for Appropriation ||330.03 ||266.93 |
Your Board of Directors have recommended a Dividend for the Financial Year ended on31st March 2017 on Equity Share
Capital @10% [Rs. 1.00 per equity share (nominal value of 10 rupees each)]. TheDividend payout is subject to approval of shareholder in ensuing Annual General Meeting.
The profit before tax is Rs. 494.49 lakhs. The management is hopeful to continue theprofitability further.
During the financial year ended on 31st March 2017 no such amount has been transferredto Reserve.
No fixed deposits have been accepted from public during the financial year 2016-17.
The Company has one Associate Company having 41.95% of equity shares of M/s MedicamenBiotech Limited (MBL). The Company has full management control in MBL and it is apharmaceutical manufacturing Company having its manufacturing facilities at Bhiwadi andHaridwar.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Suresh Kumar Singh Director of the Company retire byrotation and being eligible offers himself for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of the Companysubject to disclosures in the
Annual Accounts and also on the basis of the discussion with the StatutoryAuditors/Internal Auditors of the Company from time to time your Directors make thefollowing statements in terms of Section 134(3)(c) of the Companies Act 2013: a) that inthe preparation of the Annual Financial Statements for the year ended on 31st March 2017the applicable accounting standards have been followed. b) that the Company has selectedsuch accounting policies and applied them consistently and made judgment and estimatesthat were reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the profit of the
Company for the year under review.
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d) that the annual financial statements have been prepared on an on-going concernbasis.
e) that proper Internal Financial Controls were in place and that the financialcontrols were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
The Company's Internal Auditors have conducted periodic audit to provide reasonableassurance that the Company's established policies and procedures have been followed. TheAudit Committee constituted by the Board reviews the internal control and financialreporting issues with
AUDITORS & AUDIT
The Statutory Auditors of the Company M/s Rai Qimat &
Associates Chartered Accountants Delhi (Firm Registration No.013152C) who wereappointed as Statutory Auditors by the Members for a period of Five years subject toratification by the Members of the Company at every subsequent Annual
General Meeting. Ratification for appointment of M/s Rai Qimat & AssociatesChartered Accountants for the Financial Year
2017-18 is being sought from the Members of the Company at the forthcoming AnnualGeneral Meeting.
As per the provisions of Section 139(1) of the Companies Act 2013 the Company hasreceived a written consent from M/s Rai
Qimat & Associates Chartered Accountants for continuation of its appointment anda certificate to the effect that its appointment if continued would be in accordancewith the Companies Act 2013 and the rules framed there under and that they satisfy thecriteria provided in section 141 of the Companies Act 2013.
The Members are requested to ratify the appointment of the
Statutory Auditors as aforesaid and fix their remuneration.
The observations of the Auditors and the relevant notes on the accounts areself-explanatory and therefore do not call for any further comments.
The Board of Directors of your Company has re-appointed M/s
Pawan K Singla & Co. Chartered Accountants New Delhi (Firm
Registration No.021595N) as Internal Auditors pursuant to the provisions of Section 138of the Companies Act 2013 for the financial year 2017-2018.
Pursuant to provision of Section 148 of the Companies Act 2013 read with Companies(Audit and Auditor) Rules 2014. The Board of Directors of your Company has re-appointedM/s
Cheena & Associates Delhi Cost Auditors (Firm Registration No.0397) as CostAccountant of the Company for the financial year 2017-18.
The Board of Directors of your Company has re-appointed M/s
AMJ & Associates Company Secretaries as Secretarial Auditor pursuant to theprovisions of Section 204 of the Companies
Act 2013 for the financial year 2017-18. The Report of the Secretarial Auditor isannexed to the Report as per Annexure "A".
A report on corporate governance together with Auditors' certificate confirmingcompliance with corporate governance norms as stipulated under SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms a part of this report along withReport on Management Discussion and
Analysis as Annexure "B".
Disclosure under Companies Act 2013
(i) Extracts of Annual Return
The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed asper Annexure "C".
During the year Five Board Meetings and Four Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report.
(iii) Composition of Audit Committee
The Board has constituted Audit Committee which comprises of Mr. Harish Pande Mr.Rajiv Mehta and Mr. Anirudh Bishnoi. More details about the committee are given in theCorporate Governance Report.
(iv) Related Party Transactions
None of the transactions with any of related parties were in conflict with theCompany's interest. Suitable disclosure as required by the Accounting Standards (AS-18)has been made in the notes to the Financial Statements.
(v) Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under the Provisions of Section186 of the Companies Act 2013 are given in the accompanying Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the
Regulators or Courts which would impact the going concern status of the Company andits future operations.
INTERNAL FINANCIAL CONTROL
A detailed note has been provided under Management Discussion and Analysis Report.
Pursuant to the Provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an Annual Performance Evaluation of its own performance and theDirectors individually.
The manner of evaluation of Non-Independent Directors Chairman and the Board as awhole was done at a separate meeting held by Independent Directors.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each of the Independent directorsof the Company under section 149(7) of the Companies Act 2013 that he/ she meets thecriteria of Independence laid down in section 149(6) of the Companies Act 2013.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered office of the Company during business hours on working days of theCompany up to the date of Ensuing Annual General Meeting. Member interested in obtaining acopy thereof may write to the Company Secretary in this regard.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided as per
PARTICULARS OF INVESTMENTS
|Sl. No. Company ||Nature of Transaction ||Investment (in Rs. Lakhs) |
|1. Medicamen Biotech Limited ||Investment inShares ||1764.84 |
RELATED PARTY TRANSACTION
Company does all transaction at Arm Length Price if any transaction having relatedparty transaction under section 188 of Companies Act 2013 than mention in Form AOC-2 as
Your Company is conscious of its responsibility towards preservation of Naturalresources and continuously takes initiative to reduce consumption of electricity and water
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year.
There was no change in the Company's issued subscribed and paid up equity sharecapital during the year.
Pursuant to Section 134(3)(n) of the Companies Act 2013
& Listing Regulations 2015 the Company has implemented an integrated riskmanagement approach through which it reviews and assesses significant risks controls andmitigation in place. The Audit Committee has additional oversight in the area of financialrisk and control. At present the Company has not identified any element of risk which maythreaten the existence of the Company.
FAMILIARISATION OF INDEPENDENT
The details of programme for familiarisation of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at the www. shivalikrasayan.com
CORPORATE SOCIAL RESPONSIBILITY
No disclosures on Corporate Social Responsibility are required as provision underSection 135 of the Companies Act 2013 and Rules made thereunder are not applicable to theCompany.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual
Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information regarding Conservation of Energy Technology
Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m)of the Companies Act 2013 read with the Rule 8 of The Companies (Accounts) Rules 2014.
A. CONSERVATION OF ENERGY
Energy conservation is a very important part of energy planning and its management.This is not only saves energy resources for future but also avoids wasteful utilisation ofenergy. Energy conservation initiatives provide solution to the energy crisisenvironmental degradation and pollution. The Company is taking measures to achieve moreefficiency in power and fuel consumption. The quality of coal used is being monitored tobring down consumption level.
B. TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
Efforts in brief made towards technology absorption adaption and innovation. TheCompany as a matter of policy exposes its technical staff to latest technologicaldevelopments by encouraging them to participate in domestic as well as global technicalseminars and expositions; this helps them to further improve their knowledge and skillswhich in turn results in better quality products and increased productivity.
Benefits derived as a result of the above efforts Product innovation and renovationimprovement in yield product quality input substitution cost effectiveness and energyconservation as the major benefits.
C. FOREIGN EXCHANGE EARNING AND OUTGO
During the period under review: CIF Value of Imports is Rs. 23626702/-.
Personnel relations with all employees remained cordial and harmonious throughout theyear. Your Directors wish to place on record their sincere appreciation for the continuedsincere and devoted services rendered by all the employees of the Company.
The Board takes this opportunity to sincerely thank all its stakeholders namelyshareholders customers suppliers/ contractors employees government agencies localauthorities for their continued trust and support to the Company.
By order of the Board
For Shivalik Rasayan Limited
Sd/- Rahul Bishnoi Place: New Delhi Chairman Dated: 2nd August 2017