Sahyadri Industries Ltd.
|BSE: 532841||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE280H01015|
|BSE 15:04 | 13 Aug||210.00||
|NSE 05:30 | 01 Jan||Sahyadri Industries Ltd|
|Mkt Cap.(Rs cr)||201|
|Mkt Cap.(Rs cr)||200.76|
Sahyadri Industries Ltd. (SAHYADRIINDUSTR) - Director Report
Company director report
The Directors of your Company take pleasure in presenting the Twenty Fifth AnnualReport on the business and operations of the Company together with financial statementsfor the financial year ended March 312019.
1. Financial results & appropriations:
a) Financial results
b) Company's Performance
During the financial year 2018-19 Sahyadri Industries Limited achieved revenue of Rs.29524.36 Lakh as compared to Rs. 27545.34 Lakh in the previous year a growth of 7.18%.Profit after tax of the Company for the year stood at Rs. 3189.71 Lakh has against Rs.2441.90 Lakh in the previous year - a growth of 30.62%.
c) Material Changes and Commitments
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which this financialstatements relate and the date of this Report.
The Board is pleased to recommend Dividend of 10%
i.e. Rs. 1/- per share of for the year ended March 2019. Total outgo on account ofDividend if declared will be Rs. 956l500/-(Including Dividend Distribution Tax).
The register of Members and Share Transfer Books will remain closed from 06thAugust 2019 to 13th August 2019 for the purpose of AGM and determiningshareholders entitlement for Dividend
e) Transfer of unclaimed dividend to Investor Education and Protection Fund
During the year under review Company has transferred unclaimed dividend amount of Rs.192032/- to IEPF account.
The Board of Directors does not propose to transfer any amount to the reserves.
h) Credit Rating
During the year under review CRISIL a Credit rating agency of the Company has changeupgraded the ratings of the Company. CRISIL has upgraded the ratings of the Company fromCRISIL BB/Stable/ CRISIL A4+ to CRISIL BBB-/Positive/ CRISIL A3.
i) Details of Internal Financial Controls with reference to the Financial Statements
Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations have been developed and the same areoperating satisfactorily. Internal control systems consisting of policies and proceduresare designed to ensure accuracy and completeness of the accounting records and the timelypreparation of reliable financial information timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
The internal financial controls with reference to the financial statements wereadequate and operating effectively as endorsed by statutory auditors in their report.
j) Details in respect of frauds reported by Auditors
During the year under review there have not been any instances of fraud andaccordingly the Statutory Auditors have not reported any frauds either to the AuditCommittee or to the Board under Section 143(12) of the Act.
2. Industry Outlook and Business Overview:
Details on economic outlook industrial outlook business overview and analysis of thecompany is covered in the Management Discussion and Analysis report.
3. Financial Information and Disclosures
a) Report on Performance of Subsidiaries Associates and Joint Venture Companies
Since Company does not have any subsidiary joint venture or associate companytherefore this clause is not applicable to the Company.
b) Conversion of Company to Public Limited Company
During the year under review there was no instance of conversion of company; thereforethis clause is not applicable to the Company.
c) Share Capital
During the year under review there were no changes to the structure of share capitalof the company compared with previous year.
d) Fixed Deposits
During the year under review the Company has not accepted any deposits from thepublic.
e) Disclosures under Section 134(3) (1) of the Companies act 2013 - Material Changesand Commitment
During the year under review there were no Material Changes and Commitment impactingthe going concern status and Company's operations in future.
f) Disclosure regarding significant and material orders passed by regulators or Courtsor Tribunal
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future.
g) Particulars of contracts or arrangements made with Related Parties
All related party transactions that were entered into during the financial year were onarm's length basis and in the ordinary course of the business. There are no materiallysignificant related party transactions made by the company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large.
h) Particulars of Loans Guarantees or Investments
During the year under review Company has not extended any loans guaranteesinvestments and securities to any other individual or entity under section 186 of theCompanies Act 2013..
i) Disclosure under Section 43(a) (ii) of The Companies Act 2013
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is required to be furnished.
j) Disclosure under Section 54(1) (d) of the Companies Act 2013
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1) (d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014 is required to befurnished.
k) Disclosure under Section 62(1) (b) of the Companies Act 2013
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1) (b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isrequired to be furnished.
4. Disclosures related to Board Committees Remuneration and Policies
a) Directors and Key Managerial Personnel
During the year under review CS Yashodhara Agase and CS Akarshak Maheshwari hadstepped down as Company Secretary of the Company on 30'*' July 2018 and 07thJanuary 2019 respectively.
Details of Board Meetings and Committee meetings held during the year under review andattendance at the meetings are provided in Corporate Governance Report.
b) Declaration by Independent Directors
In terms of Section 149(7) of the Act the Independent Directors have submitted theirdeclaration confirming compliance with the criteria of independence as stipulated underSection 149(6) of the Act.
c) Information on Board Meeting procedure and attendance during the Financial Year2018-19
The Board meetings of the Company are conducted as per the provisions of the CompaniesAct 2013 and applicable Secretarial Standards. Information as mentioned in the Act andall other material information as may be decided by the management are placed forconsideration of the Board. Details on the matters to be discussed along with relevantsupporting documents data and other information is also furnished in the form of detailedagenda to the Board and the Committees concerned to enable directors take criticaldecisions and accordingly advise the management.
Details regarding information furnished to the Board members number of Committee andBoard meetings held during the year along with attendance record of each director has beendisclosed in the Corporate Governance Report of the Company.
d) Director's Remuneration Policy and Criteria for Matters under Section 178 andPayment of Commission
As stipulated under Section 178 of the Act the Board has approved a Nomination andRemuneration Policy of the Company. The Policy documents mention in detail the mechanismfor appointment cessation evaluation and remuneration of the Directors Key ManagerialPersonnel and Senior Management of the Company. Information on the Policy and details ofthe criteria for determining qualifications positive attributes and other matters interms of Section 178 of the Act are provided in the Corporate Governance Report.
The Company has paid Commission to the Chairman and Managing Director during thefinancial year under review. The Company has paid in aggregate profit related commissionof 95.44 Lakh to executive directors for the financial year 2018-19 which is within 1% ofprofit and details of the same are provided in Corporate Governance Report.
No director of the Company who receive commission from the company and who is ManagingDirector or Whole Time Director of the company is disqualified from receiving anyremuneration or commission from any holding company or subsidiary company of such company.
e) Annual evaluation of the performance of the Board its Committees and Directors
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations theBoard of Directors has carried out an annual performance evaluation of its own performanceand that of the Directors and Committees internally.
It included the Evaluation of the Board as a whole Board Committees and Directors. Theexercise was led by the Chairman of Nomination and Remuneration Committee along with anIndependent Director. The Evaluation process focused on various aspects of the Board andCommittees functioning such as composition of the Board and Committees experienceperformance of duties and governance issues etc. Separate exercise was carried out toevaluate the performance of individual Directors on parameters such as attendancecontribution independent judgment and guidance and support provided to the management.
The results of the Evaluation were shared with the Board Chairman of respectiveCommittees and individual Director's.
f) Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act the Directors based on the representationreceived from the management confirm that:
i. in the preparation of the annual accounts for the year ended March 312019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
ii. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year 2018-19and of the profit and loss of the Company for that period;
iii. the directors have 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;
iv. the directors have prepared the annual accounts on a going concern basis;
v. the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively; and
vi. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
g) Corporate Governance
Corporate Governance Report along with General Shareholder Information and ManagementDiscussion and Analysis are included in this Annual Report.
The Managing Director and Chief Financial Officer have certified to the Board withregard to financial statements and other matters as required under Regulation 17(8) readwith Schedule II to the Listing Regulations is annexed herewith as an Annexure I.
h) Corporate Social Responsibility and CSR Policy
Corporate Social Responsibility is an integral part of the Company's ethos and policyand it has been pursuing this on a sustained basis. In this endeavor the Company hascontributed funds for the CSR activities/project related to supply of Nutritional FoodMeasures for reducing inequalities faced by socially and economically backwardgroupsProtection of Animal and welfare Protection of Art and Culture etc.
During the year under review the Company was required to spent 12.20 Lakh towards CSRactivities against which the Company has spent 7.32 Lakh. The Annual Report on CSRactivities as required to be given under Section 135 of the Companies Act 2013 and Rule 8of the Companies (Corporate Social Responsibility Policy) Rules 2014 has been provided inan Annexure - II to this Report.
i) Risk Management Policy
The Board of Directors has approved and adopted comprehensive Risk Management Policyfor the Company. The Risk Management Policy is designed to manage risk within the riskthreshold established by the Board and provide reasonable assurance over the achievementof strategic and operational objectives. The Policy will help in risk identification riskmeasurement define risk appetite and threshold limits and suggesting risk mitigationmeasures. The process is ongoing and requires continuous exercise across all locations andfunctions of the Company.
a) Statutory Auditor
Pursuant to the provisions of section 139 and 142 and other applicable provisions ifany of the Companies Act 2013 and the rules made there under as amended from time totime appointment of M/s. Vijay S. Kalera& Associates Chartered Accountants Pune[Firm Registration No. II5I60W] as the Statutory Auditors of the Company was made by themembers at the 23rd Annual General Meeting held on 28th September2017 for a term of five years subject to the ratification of members in Annual GeneralMeeting.
The said appointment was ratified by the members of the company in their meeting heldon 10th September 2018 on the terms conditions and remuneration as fixed bythe Board.
Auditors have confirmed their eligibility under Section I4I of the Companies Act 2013and the Rules framed there under for reappointment as Auditors of the Company.
Independent Auditors Report is attached to the annual report and forms part of thisAnnual Report.
b) Cost Auditor
As per the provisions of Section I48 of the Act and Rule 3 of the Companies (CostRecords and Audit) Rules 2014 ("the Rules") the Company is required tomaintain cost records with respect to certain products of the Company and get the sameaudited. The cost records of the company are maintained as per the provisions of theCompanies Act 2013.
The Board of Directors of the Company on the recommendation of Nomination andRemuneration Committee has appointed M/s Nimkar Mohani & Associates to audit the costaccounts of the Company for the financial year 2019-20 on at a remuneration of Rs.30000/- plus Goods and services Tax as applicable. As required under the Companies Act2013 the remuneration payable to the cost auditor is required to be placed before theMembers in a general meeting for their ratification. Accordingly a Resolution seekingMember's ratification for the remuneration payable to M/s Nimkar Mohani and AssociatesCost Auditors is included in the Notice convening the Annual General Meeting.The CostAudit Report for the financial year 2019-20 will be filed within the stipulated period of30 days after it is submitted by the Cost Auditors.
c) Secretarial Audit and Secretarial Auditors 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 hadappointed Mr. Suvir Saraf Company Secretary in Practice to undertake the SecretarialAudit of the Company for the financial year 2018-19
The Secretarial Audit Report is included as "Annexure IN" and forms anintegral part of this Report.
6. Other Disclosures
d) Particulars of employees and related disclosures
Disclosure of remuneration and other details as required under Section 197(12) of theAct read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are annexed herewith as Annexure- IV.
e) Conservation of Energy Technology absorption Foreign exchange earnings and Outgo
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are provided in Annexure- V to this report.
f) Extract of Annual Return
As required under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 (as amended) an extract of annualreturn in Form MGT - 9 is attached as an Annexure VI. Extract of Annual report is place aswww.silworld.in
g) Occupational Health & Safety
The organization believes in Zero Harm'. The aim is to improve health and safetystandards of people who are working with the organization in their capacity as employeescontractors or in any other role. Efforts are taken to minimize activities which mayaffect the health and safety in working place. Steps are taken for optimum utilization ofplants with least disposal of harmful gases in environment.
h) Disclosure as required under sexual harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
Your Company is committed towards providing a healthy environment and thus does nottolerate any discrimination and/or harassment in any form. The Company has in place anInternal Complaints Committee to inter-alia Prevent sexual harassment at the workplace andRedress the complaints in this regard. During the year under review the Company has notreceived any complaint.
i) Company has displayed its Annual Report on its website www.silworld.in
j) Company has complied with applicable Secretarial Standards (SS-1) & (SS-2)issued by Institute of Company Secretaries of India including amendments modification ifany.
Your Directors place on record their acknowledgement for the co-operation received fromthe Customers Vendors Bankers Associates Collaborators and the Employees of theCompany without which it would not have been possible for the Company to achieve suchperformance and growth.