You are here » Home » Companies » Company Overview » Shree Bhavya Fabrics Ltd

Shree Bhavya Fabrics Ltd.

BSE: 521131 Sector: Industrials
NSE: N.A. ISIN Code: INE363D01018
BSE LIVE 15:14 | 18 Oct 7.48 -0.15
(-1.97%)
OPEN

7.48

HIGH

7.48

LOW

7.48

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 7.48
PREVIOUS CLOSE 7.63
VOLUME 401
52-Week high 9.18
52-Week low 4.38
P/E 11.16
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 7.48
Sell Qty 6599.00
OPEN 7.48
CLOSE 7.63
VOLUME 401
52-Week high 9.18
52-Week low 4.38
P/E 11.16
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 7.48
Sell Qty 6599.00

Shree Bhavya Fabrics Ltd. (SHREEBHAVYA) - Director Report

Company director report

To the Shareholders

Your Directors have great pleasure in presenting the 27th Annual Report togetherwith the Audited Statements of Accounts of your Company for the financial year ended on 31stMarch 2015.

FINANCIAL PERFORMANCE:

Summarized financial highlights of the Company as follows:

(Rupees in Thousand)

Particulars 2014-15 2013-14
Total Income 2462557.449 2354738.092
Total Expenditure 2456862.857 2348622.645
Profit/(loss) before Interest Depreciation and Tax 111936.275 102420.151
Interest 81061.475 73094.880
Depreciation 25180.208 23209.824
Profit/ (Loss) before Tax 5694.592 6115.447
Less Provision for Taxation (Inc. FBT Differed Tax) 1631.658 2601.092
Profit/ (Loss) after Tax 4062.934 3594.443
Basic & Diluted Earnings per share (EPS) Rupees 0.43 0.38

OPERATIONS:

The Company’s total revenue from operations during the financial year ended 31stMarch 2015 were Rs.24625.58 Lacs as against Rs.23547.38 Lacs of the previous yearrepresenting increase of approximately about 4.58% over the corresponding period of theprevious year with total expenses of Rs.24568.63 lacs (previous year of Rs.23486.23 lacs).The Company has earned Net Profit of Rs.40.63 Lacs as against net profit of Rs.35.94 Lacsof the previous year after considering Depreciation and Provision for Tax and otheradjustments. The EPS of the Company for the year 2014-2015 is Rs.0.43. The Company islooking forward to infuse additional working capital in the business of the Company inorder to carry out the operation of the Company smoothly and your Directors hopeful forbetter results in coming years.

CHANGE OF NAME OF THE COMPANY:

During the year under review the name of the Company has been changed from ANJANIDHAM INDUSTRIES LIMITED to SHREE BHAVYA FABRICS LIMITED vide AGM dated 30.09.2014 andFresh Certificate consequent upon change of name was issued by the Registrar of CompaniesGujarat on 10.11.2014.

DIVIDEND:

No dividend has been recommended in respect of the financial year ended 31st March2015 and the entire surplus be ploughed back to the business to meet the needs foradditional finance for capital expenditure.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Clause 49 of the Listing Agreements with Stock Exchanges theManagement Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE REPORT:

Your Company has taken adequate steps to adhere to all the stipulations laid down inClause 49 of the Listing Agreement. A report on Corporate Governance is included as a partof this Annual Report. A certificate from the Auditors of the Company confirming thecompliance with the conditions of Corporate Governance as stipulated under Clause 49 ofthe Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 toBSE where the Company’s Shares are listed.

FIXED DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

SHARE CAPITAL

During the year under review there is no change on share capital of the Company.

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

DIRECTORS & KMP:

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 Clause 49 ofthe Listing Agreement.

Pursuant to Section 152(6) of the Companies Act 2013 Mr. Purshottam R. Agarwalretires by rotation at the forthcoming Annual General Meeting and being eligible heoffers himself for reappointment.

Pursuant to the provisions of the section 161 of the Companies Act 2013 read with theArticles of Association of the Company Ms. Vaishali Soni is appointed as AdditionalDirector and she shall hold office only up to the date of this Annual General Meeting. TheCompany has received a notice in writing along with requisite deposit pursuant to section160 of the Companies Act 2013 proposing appointment of Ms. Vaishali Soni as a Director ofthe Company. Your board has recommended appointment of Ms. Vaishali Soni as an independentDirector not liable to retire by rotation for a period of 5 years.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year under review 8 (Eight) Board Meetings were convened and held. Theintervening gap between the two meetings was within the period prescribed under theCompanies Act 2013. The details of the meetings are furnished in the Corporate GovernanceReport which is attached as part of this Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and Administration) Rules 2014 is furnished in Annexure-Ain Form MGT-9 and is attached to this Report.

AUDITORS AND AUDITORS’ REPORT:

M/s. Nahta Jain & Associates Chartered Accountants of Ahmedabad retires at theensuing Annual General Meeting and being eligible they offer themselves forre-appointment. Your Company has received letter from M/s. Nahta Jain & AssociatesChartered Accountants to the effect that their appointment if made would be within theprescribed limits under Section 141 of the Companies Act 2013 read with rules madethereunder and that they are not disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. Nahta Jain & AssociatesChartered Accountants as Statutory Auditors of the Company to hold office from theconclusion of this AGM till the conclusion of 32nd AGM of the Company to be held in theyear 2020.

The Board has duly reviewed the Statutory Auditors’ Report on the Accounts. Theobservations and comments appearing in the Auditors’ Report are self-explanatory anddo not call for any further explanation/ clarification by the Board of Directors asprovided under section 134 of the Act.

INTERNAL AUDITORS

M/s. Kamal M. Shah & Co. Chartered Accountants of Ahmedabad performs the duties ofinternal auditors of the Company and their report is reviewed by the audit committee fromtime to time.

SECRETARIAL AUDITORS AND REPORT

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. Mukesh H. Shah & Co. Company Secretaries Ahmedabad to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as

Annexure-B.

COST AUDITORS:

Your Company has appointed M/s. Kiran J. Mehta & Co. Cost Auditors of Ahmedabadholding Firm Registration No.000025 to conduct audit of cost records of the Company forthe year ended 31 March 2016.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS

There were no qualifications reservations or adverse remarks made by the Auditors intheir report.

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges andAccounting Standard of the Institute of Chartered Accountants of India your Company hasmade additional disclosures in the notes on accounts for the year under review in respectof Related Party Transactions Deferred Tax Liability etc.

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. However there were material relatedparty transactions in terms of clause 49 of the listing agreement. All material relatedparty transactions that were entered into during the financial year were on an arm’slength basis and were in the ordinary course of business. Suitable disclosures as requiredunder AS-18 have been made in the Notes to the financial statements.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

The details of Loans Guarantees or Investments covered under the provisions of section186 of the Companies Act 2013 made during the year under review are disclosed in thefinancial statements.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are as follows:

Remuneration Ratio of Directors/ KMP/ Employees:

Name Designation Remuneration Paid Increase in remunerationfrom previous year Ratio/ Times per Median of employee remuneration
FY 2014-15 FY 2013-14
Purshottam R. Agarwal CMD 2500000 0 2500000 10.08/ 09.92

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are as follows:

a) Employed throughout the year : Nil

b) Employed for part of the year : Nil

The number of permanent employees on the rolls of Company: 97 as on 31 March 2015.

The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the Company.

BUSINESS RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls.

COMMITTEES OF BOARD:

Details of various committees constituted by the Board of Directors as per theprovision of Clause 49 of the Listing Agreement and Companies Act 2013 are given in theCorporate Governance Report which forms part of this report.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2014-15 the Company has not received any complaints on sexual harassment.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment andRemuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed tothis Report as Annexure-C.

INSURANCE:

The Company has made necessary arrangements for adequate insuring of interests invarious properties.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5)) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2015 and of the profit of the Company for the year ended on thatdate;

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 a going concern basis;

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.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers suppliers alliance partners and bankers for thecontinued support co-operation and assistance given by them to the Company and theircondence reposed in the management.

For and on behalf of the Board

For SHREE BHAVYA FABRICS LIMITED

[PURSHOTTAM R. AGARWAL]

DIN: 00396869

CHAIRMAN & MD

PLACE: AHMEDABAD.

DATE: 12.08.2015

Annexure-B

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration Personnel) Rules 2014]

To the Members

SHREE BHAVYA FABRICS LIMITED

Survey No.170 Opp. Advance Petrochem Limited

Pirana Road Piplej

Ahmedabad-382405 Gujarat India

We have conducted the secretarial audit of the compliance of applicablestatutoryprovisions and the adherence to good corporate practices by M/s.Shree BhavyaFabrics Limited [CIN:L17119GJ1988PLC011120] (here in after called the Company).Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also information provided bythe Company its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the company has duringthe auditperiod covering the financial year ended on 31st March 2015 complied with the statutoryprovisions listedhere under and also that the Company has proper Board-processes andcompliance- mechanism in place to the extentin the manner and subject to the reportingmade hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:

(i) The Companies Act 2013 and the Companies Act 1956 (to the extent applicable)("the Act") and the rules made there under; except following:

a) Form 5INV for the year 2014 was not filed.

b) Form 1INV filed after due date.

c) The Company has appointed CFO as required U/s.203 of the Act after due date.

d) The Company has appointed Whole-time Company Secretary as required U/s.203 of theAct after due date.

e) Official website of the Company was not updated.

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA) and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings.

b) Annual Return on Foreign Liabilities and Assets required to be filed on or beforeJuly 15 every year with RBI

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India

Act 1992 ('SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011. Not Applicable;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992. Not Applicable;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009. Not Applicable;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999. Not Applicable;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations. 2008. Not Applicable;

(f) The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009. Not Applicable; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.Not Applicable.

During the period under review the Company has complied with the provisions of the ActRules RegulationsGuidelines Standards etc.

(vi) The other laws as informed and certified by the management of the Company whichare specifically applicable to the Company based on their sector/ industry are:

1) Payment of Wages Act 1936 and rules made thereunder;

2) The Minimum Wages Act 1948 and rules made thereunder

3) Environment Act (Protection) 1986

4) Factories Act 1948

5) Employees Provident Funds & Misc. Provisions Act

6) The Employees'State insurance Act

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. Notapplicable for the financial year 2014-2015.

(ii) The Listing Agreements entered into by the Company with Stock Exchanges.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to theobservations noted against each legislation.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agendawere sent at least seven days in advance.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part ofthe minutes.

We further report that there are adequate systems and processes in the companycommensurate with the sizeand operations of the company to monitor and ensure compliancewith applicable laws rules regulations andguidelines.

For MUKESH H. SHAH & CO.

Company Secretaries

[MUKESH H. SHAH]

PROPRIETOR

CP. NO. 2213

Place : Ahmedabad

Date : 12.08.2015

Note: This report is to be read with our letter of even date which is annexed as'ANNEXURE A' and forms anintegral part of this report.

To the Members

SHREE BHAVYA FABRICS UMITED

Survey No.170

Opp. Advance Petrochem Limited

Pirana Road Piplej

Ahmedabad-382405 Gujarat India

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany.Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance aboutthe correctness of the contents of the Secretarial records. Theverification was done on test basis toensure that correct facts are reflected insecretarial records. We believe that the processes and practices wefollowed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of thecompany.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules andregulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is theresponsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For MUKESH H. SHAH & CO.

Company Secretaries

[MUKESH H. SHAH]

PROPRIETOR

CP. NO. 2213

Place : Ahmedabad

Date : 12.08.2015

ANNEXURE-C

A. CONSERVATION OF ENERGY :

Energy Conservation Measures Taken

Conservation of Energy has always been an area of priority in the Company’soperations. The Company is in the process of installation of energy efficient machinery.Further details of power and fuel consumption have been mentioned in the Notes to thefinancial statements.

B. RESEARCH & DEVELOPMENT:

The Company has no specific Research & Development Department. However the Companyhas Quality Control Department to check the quality of different product manufactured.

C. TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION:

The Company always keeps itself updated with all latest technological innovations byway of constant communications and consulting. Efforts are being made to reduce cost andto improve performance.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings during the year : Rs. Nil

Foreign Exchange Outgo during the year : Rs. Nil

For SHREE BHAVYA FABRICS LIMITED

[PURSHOTTAM R. AGARWAL]

DIN: 00396869

CHAIRMAN & MD

PLACE: AHMEDABAD.

DATE: 12.08.2015