Your Company's Directors are pleased to present the 33rd Annual Report ofthe Company for the financial year ended 31st March 2016.
|Particulars ||For the Year Ended 31.03.2016 ||For the Year Ended 31.03.2015 |
|Revenue from Operations ||7776192.00 ||9811730.00 |
|Other Income ||0.00 ||0.00 |
|Total Income ||7776192.00 ||9811730.00 |
|Total Expenditure ||7488434.11 ||9474253.00 |
|Profit/(Loss) before tax ||287757.89 ||337477.00 |
|Provision for Tax ||100000.00 ||154905.00 |
|Net Profit/(Loss) ||187757.89 ||182575.00 |
|Paid Up Share Capital ||45650000.00 ||45650000.00 |
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
During the year under review your company has generated revenue of Rs 7776192. YourDirectors strongly believes that in the coming financial year your Company will be ableto do profitable business and will resort for better financial results.
The issued subscribed and paid up capital of the Company is Rs 45650000 (RupeesFour Crore Fifty Six Lacs Fifty Thousands) divided into 45650000 (Four Crore Fifty SixLacs Fifty Thousands) equity shares of Rs 1/- each.
In the view of inadequate profits in current year and also accumulated losses inprevious years your directors do not recommended any dividend for the financial year endedMarch 31 2016. Your Directors are hopeful that they will present a much strong financialstatements in coming years.
TRANSFER TO RESERVES
During the financial year 2015-16 the profit of Rs. 1 87757.89/- has beentransferred to General Reserves.
SUBSIDIARY AND ASSOCIATE COMPANIES
Presently the Company has no subsidiary or Associate Company.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY
The Board of Directors of the Company has at their meeting held on 24thJuly 2015 passed a resolution for shifting of registered office of the Company from 123Ground Floor Vinoba Puri Lajpat Nagar II New Delhi-110024 to T-59 GF Near KhannaMarket West Patel Nagar Delhi-110008 w.e.f. 1st August 2015 within the locallimit.
CHANGE IN NAME OF THE COMPANY
The Shareholders of the Company at their extraordinary general meeting held on 8thApril 2016 have passed the special resolution for change in name of the Company from "SiddarthBusinesses Limited" to "Shivamshree Businesses Limited". TheMinistry of Corporate Affairs (MCA) has issued Certificate of Incorporation pursuant tochange in name of the Company with effect from 12th May 2016.
STATUTORY AUDITORS & THEIR REPORT
M/s. Sudhir S Shah and Co. Chartered Accountant (FRN No: 124580W) submitted theirresignation as Statutory Auditors of the Company in March 2016. To fill the casualvacancy the Board at its meeting held on March 17 2016 approved the appointment of M/s.Ansh and Co. Chartered Accountants (Firm Registration No. 130307W) as Statutory Auditorsand obtain approval of shareholders at the Extraordinary General Meeting held on 8thApril 2016 and appointed them till the conclusion of ensuing Annual General Meeting.
The term of M/S. Ansh & Co.(FRN No: 130307W) is going to be expired on this AnnualGeneral Meeting. M/s. Ansh and Co. Chartered Accountants (Firm Registration No. 130307W)has confirmed their eligibility and willingness to act as Statutory Auditors and thenecessary certificate pursuant to Section 139(1) of the Companies Act 2013 and rules madethereunder has been received from them. Pursuant to Section 139(8) of the Companies Act2013 M/s. Ansh and Co. Chartered Accountants shall hold office till the conclusion of 34thAnnual General Meeting.
SECRETARIAL AUDITOR AND THEIR REPORT
The Board has appointed Corporate Capital Ventures Company Secretaries to conductSecretarial Audit under the provisions of Section 204 of the Companies Act 2013 for thefinancial year 2015-16. The Secretarial Audit Report for the financial year ended 31stMarch 2016 is annexed herewith and marked as Annexure I to this Report. TheSecretarial Audit Report is self-explanatory and does not warrant any comments contain anyqualification reservation or adverse remark.
DIRECTORS AND KEY MANAGERIAL PERSONNELS
Appointment during the year
During the financial year 2015-16 Mr. Prafulbhai Bavishiya was appointed as a ManagingDirector of your Company at the meeting of the Board of Directors held on 9thFebruary 2016. Mrs. Arunaben Bavishiya and Mr. Shaileshbhai Bavishiya were appointed asan Additional Director at the Board Meeting held on 9th February 2016 and 17thMarch 2016 respectively and their tenure was upto the conclusion of Next General Meeting.Mrs. Arunaben Bavishiya was appointed as a Non-Executive director and Mr. ShaileshbhaiBavishiya was appointed as an Executive Director by the shareholders at the ExtraordinaryGeneral Meeting held on 8th April 2016.
Resignation from Directorship during the year
Mr. Bhim Singh Chaudhary who was appointed as a non-executive director of the Companyresigned with effect from February 9 2016. Mr. Viju Babulal Jain who was appointed as aManaging director of the Company resigned with effect from February 9 2016. Ms. VandanaKumari who was appointed as an Independent Director of the Company resigned with effectfrom March 17 2016.
Retire by Rotation
As per Section 152(6) of the Companies Act 2013 and as per Article 109 of the Articlesof Association of the Company one third of the Directors are liable to retire by rotationat the Annual General Meeting of the Company. Mr. Kheem Singh and Mr. Amitkumar Rana arethe directors who retired by rotation and offer themselves for re-appointment.
Reappointment of Directors at the Ensuing AGM
Your Directors recommend that the resolutions relating to the re-appointment of Mr.Kheem Singh (as Executive Director) and Mr. Amitkumar Rameshchandra Rana as a ManagingDirector of the Company. (who are liable to retire by rotation)
APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 203 of the Companies Act 2013 and the rules madethereunder Mr. Kapil Soni has resigned from the post of Chief Financial Officer of theCompany w.e.f. 13th August 2015.Ms. Deepa Gupta who was appointed as aCompany Secretary has resigned from the post of the Company Secretary w.e.f. 24thAugust 2016. Mr. Hemant Palanpuri who was appointed as Company Secretary of the Companyw.e.f. 24th August 2015 has resigned with effect from 17th March2016 and Mr. Viral Kapadia who was appointed as Chief Financial Officer of the Companyw.e.f. 24th August 2015 has also resigned from the post of chief FinancialOfficer with effect from 30th May 2016.
The Board of Directors has appointed Ms. Priyanka Padhya as Company Secretary of theCompany w.e.f 17th March 2016. And Mr. Ghanshyam Gajera as the Chief FinancialOfficer of the Company w.e.f. 30th May 2016 .
The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Companies Act 2013. Theperformance of the Board was evaluated by the Board on the basis of the criteria such asthe Board composition and structure effectiveness of Board process information andfunctioning etc. The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of individual director to the Board and committee meetings like preparednesson the issue to be discuss meaningful and constructive contribution and inputs inmeetings etc. In a separate meeting of independent directors performance ofnon-independent director performance of the Board as a whole and performance of Chairmanwas evaluated.
NOMINATION & REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013. The Nomination & Remuneration Policy of the Company is annexedherewith and marked as Annexure II to this Report.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company to safeguard and protectits assets as well as to improve the overall productivity of its operations. All thetransactions are properly authorized recorded and reported to the management. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The detailed process of review not onlyensures reliability of control systems and legal compliances with applicable legislationdefined policies and processes but also reviews efficiency of systems and ensuressafeguarding of tangible and intangible assets.
CORPORATE GOVERNANCE REPORT
In pursuance of SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 152014 Clause 49 of the Listing Agreement shall be applicable those companies havingpaid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 Crore ason the last day of the previous financial year. Further in pursuance of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 which was effective form 1stDecember 2015. Regulation 15(2) of SEBI (LODR) 2015 states that the compliance with thecorporate governance provisions as specified in regulations 17 18 19 20 21 22 2324 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not apply in respect of - (a) the listed entity having paidup equity share capital not exceeding rupees ten crore and net worth not exceeding rupeestwenty five crore as on the last day of the previous financial year. The paid up sharecapital and net worth of your company do not comes under the purview of applicability ofclause 49 of Listing Agreement i.e. Corporate Governance as well as comes under theexemptions specified in Regulation 15 (2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 . Therefore Report of Corporate Governance is not attachedherewith.
In spite of above said SEBI circular Your Company adopts best practices for corporategovernance disclosure standard and enhanced shareholder value while protecting theinterest of all other stakeholders including clients its employee. This has enabled yourCompany to earn the trust and goodwill of its investors business partners employees andthe communities in which it operates. Your directors believe that Company profitabilitymust go hand in hand with a sense of responsibility towards all stakeholders employee andcommunities.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended 31st March 2016 and state that:
a. in the preparation of the annual accounts for the financial year ended on 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures; b. the directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company forthat period; c. the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;d. the directors had prepared the annual accounts on a going concern basis; e. thedirectors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively;and f. the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per rules 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therefore nostatement is required be given showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules are not applicable.
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2015-16:
No Director has drawn any remuneration from the Company during the financial year2015-16 therefore ratio of remuneration of each director is not ascertainable
ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2015-16:
No Director has drawn any remuneration from the Company during the financial year2015-16 Therefore increase in remuneration of each director is not ascertainable.
iii) the percentage increase in the median remuneration of employees in the financialyear 2015-16: Nil iv) the number of permanent employees on the rolls of company: Seven v)the explanation on the relationship between average increase in remuneration and companyperformance:
During the year under review Company's Revenue has decreased by 26.18% as compared withprevious financial year. Net Profit of the Company during the financial year increased by2.784% from Rs 1.83 Lacs to Rs 1.87 Lacs .
vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:
Amount in Lacs
|Remuneration of Key Managerial Personnel (KMP) during the year ||4.65 |
|Revenue from operations ||77.76 |
|Remuneration as % of revenue ||5.98% |
|Profit after tax ||1.88 |
|Remuneration as % of Profit after tax ||247.34% |
vii) variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year:
|Particulars ||Unit ||As at 31st March 2016 ||As at 31st March 2015 ||Variation |
|Closing rate of share at BSE ||Rs. ||6.18 ||55.45 ||-49.27 |
|EPS ||Rs. ||0.00 ||0.04 ||-0.04 |
|Market Capitalization ||Rs./Lac ||2821.17 ||25312.93 ||-22491.76 |
|Price Earnings Ratio ||Rs. ||N.A. ||N.A. ||N.A. |
viii) average percentile increase already made in the salaries of employees other thanthe managerial 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: Amount inLacs
| ||2015-16 ||2014-15 ||Increase/Decrease in % |
|Average Salary of Employee other than key Managerial ||16.14 ||14.36 ||12.40 |
|Personnel (Per Annum) || || || |
|Managing Director/Director ||Nil ||Nil ||Nil |
|CFO ||2.23 ||1.01 ||120.79% |
|Company Secretary ||2.42 ||1.80 ||34.44% |
ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:
The Remuneration is being paid to Key Managerial personnel only to Mr. Kapil SoniChief Financial Officer (resigned w.e.f. 13.08.2015) Mr. Viral Kapadia Chief FinancialOfficer (Appointed w.e.f. 24.08.2015) Ms. Deepa Gupta Company Secretary of the Company(resigned w.e.f. 24.08.2016) and Mr. Hemant Palanpuri Company Secretary (Appointed w.e.f.24.08.2016) in the financial year 2015-16 therefore increment in the remuneration of KeyManagerial Personnel is not ascertainable compared to 2014-15
x) the key parameters for any variable component of remuneration availed by theDirectors:
The key parameters for the variable component of remuneration if any availed by theDirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Nomination & Remuneration Policy forDirectors.
xi) the ratio of remuneration of the highest paid Director to that of the employees whoare not Directors but receivable remuneration in excess of the highest paid directorduring the year:
No Director has drawn any remuneration from the Company during the financial year2015-16 therefore the ratio of remuneration of the highest paid Director to that of theemployees who are not Directors but receivable remuneration in excess of the highest paiddirector during the year is not ascertainable:
xii) Affirmation that the remuneration is as per the remuneration policy of theCompany:
It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy of the Company.
LISTING ON THE STOCK EXCHANGE
The Company's shares are listed with BSE Limited and the Company has paid the necessarylisting fees for the Financial Year 2016-17.
DEMATERIALISATION OF SHARES
Company has established connectivity with the both depositories National SecuritiesDepositories Limited and Central Depository Services Limited. The ISIN of the Company isINE857P01021
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no contracts or arrangements entered into by the Company in accordance withthe Section 188 of the Companies Act 2013. During the year the Company had not enteredinto any contract or arrangement with related parties which could be consideredmaterial' according to the policy of the Company on Materiality of Related PartyTransactions.
A) EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure-III tothis Report.
B) MEETINGS OF THE BOARD
During the financial year ended March 31 2016 8 meetings of the Board of Directorswere held as against the statutory minimum requirement of 4 times. None of the two BoardMeetings have a gap of more than 120 days between them. The dates of meetings and thenumber of directors present therein are mentioned below:
|Sr. No. ||Date |
|1. ||29.05.2015 |
|2. ||24.07.2015 |
|3. ||13.08.2015 |
|4. ||24.08.2015 |
|5. ||28.08.2015 |
|6. ||06.11.2015 |
|7. ||09.02.2016 |
|8. ||23.02.2016 |
|9. ||17.03.2016 |
C) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on date comprises of four members including one isNon-Executive Director viz. Mr. Bhim Singh Chaudhary one is Executive Director viz. Mr.Kheem Singh and two Non-executive Independent director viz Ms. Vandana Kumari Mr. MohitKumar. Mr. Mohit Kumar is the Chairmen of the Committee. (Mr. Bhim Singh has resignedw.e.f. 09.02.2016. In place of Mr. Bhim Singh Chaudhary Mrs. Arunaben BavishiyaNon-Executive Director (Appointed w.e.f. 09.02.2016) has been appointed as aMember/Chairman of Committees)
D) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 the Board of Directors at itsmeeting held on 29th May 2015 has adopted a vigil mechanism/whistle blowerpolicy of the Company. The policy provides a framework for directors and employees toreport genuine concerns about unethical behavior actual or suspected fraud or violationof the Company's code of conduct or ethics policy. Protected disclosures can be made by awhistle blower through an email or to the Chairman of the Audit Committee.
E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at workplace and during theyear under review your Board has constituted an Internal Complaints Committee to considerand redress complaints of sexual harassment & also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed thereunder. During the financial year 2015-16 the Company hasreceived no complaints on sexual harassment.
F) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statements.
G) PARTICULARS OF REMUNERATION
During the year under review no director is being paid any remuneration thereforedisclosures pertaining to remuneration and other details as required under Section 197(12)of the Companies Act 2013 is not required.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. The Managing Directors of the Company did not receive any remuneration or commissionfrom subsidiary.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO.
Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of theDirector's report for the year ended 31st March 2016 are given below :
A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
i. STEPS TAKEN FOR CONSERVATION OF ENERGY
The Company has been taking energy saving measures viz. Use of energy saver electricalequipments CFL fittings are provided inside the building for common area lighting in theprojects of the Company Efficient ventilation system in offices and the projects of theCompany.
Moreover your company emphasis towards a safe and clean environment and continue toadhere to all regulatory requirements and guidelines.
STEPS TAKEN BY COMPANY TO USE ALTERNATE SOURCE OF ENERGY & CAPITAL INVESTMENT INENERGY CONSERVATION EQUIPMENT.
Your Company engaged in the business which does not require intense use of energy so nosteps has been taken to use alternate source of energy. Company use energy efficientequipments such as LED CFL etc.
B. TECHNOLOGY ABSORPTION
Your Company is engaged in to the business of production and trading of Milk. Thebusiness of the Company does not require intense use of technology. Therefore notechnology has been absorbed during the period under review. Further during the yearCompany has not imported any technology.
Your Company has not undertaken any research and development work during the year2014-15. However in order to minimize its cost and increase the quality of its productsyour Company is trying to maintain highest standard of quality.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO.
Details of Foreign Exchange earnings and Outgo are given as below:-
| ||Year 2016 ||Year 2015 |
| ||(Amt.) ||(Amt.) |
|Foreign Exchange earning ||Nil ||Nil |
|Foreign Exchange outgoing ||Nil ||Nil |
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Government as well as their respective Departments andDevelopment Authorities connected with the business of the Company Bankers of theCompany Housing Finance as well as other Institutions for their cooperation and continuedsupport.
b) The Shareholders Depositors Suppliers and Contractors for the trust and confidencereposed and to the Customers for their valued patronage.
c) The Board also takes this opportunity to express its sincere appreciation for theefforts put in by the officers and employees at all levels in achieving the results andhopes that they would continue their sincere and dedicated endeavour towards attainment ofbetter working results during the current year.
|Regd. Office: T-59 Ground Floor Near Khanna Market ||By Order of Board of Directors |
|West Patel Nagar New Delhi - 110008 ||Shivamshree Businesses Limited |
| ||Sd/- |
|Date: 05.09.2016 ||Mr. Prafulbhai Bavishiya |
|Place: Ahmedabad ||Chairman |
| ||DIN: 01908180 |