The Directors of your Company take pleasure in presenting the Twenty Sixth AnnualReport on the business and operations of the Company together with financial statementsfor the financial year ended March 31 2020.
1. Financial results & appropriations:
a) Financial results
| || ||(Amount in Lakh) |
|Particulars ||March 312020 ||March 312019 |
|Revenue from operations ||28863.68 ||29524.36 |
|Total Income ||316.64 ||237.90 |
|Profit before finance cost depreciation exceptional items and extraordinary expenses (EBITDA) ||5049.62 ||6933.90 |
|Depreciation and amortization (-) ||(1434.34) ||(1827.20) |
|Finance cost (-) ||(786.89) ||(812.01) |
|Exceptional Items- Income / (Expenses) ||0 ||194.01 |
|PROFIT BEFORE TAX ||2828.39 ||4488.69 |
|Current tax expense (-) ||(595.07) ||(1564.55) |
|Deferred tax (-) ||424.09 ||265.57 |
|NET PROFIT FOR THE YEAR ||2657.41 ||3189.71 |
|Less: Profit attributable to Non-controlling interest ||0 ||0 |
|Profit attributable to owners of the Company ||2657.41 ||3189.71 |
|Add: Profit brought forward from last year ||0 ||0 |
|Add: Re-measurements of defined benefit plans net of tax ||(18.34) ||1.45 |
|Less:Transfer to Debenture Redemption Reserve (DRR) ||0 ||0 |
|Add: On Account of Capital Reduction ||0 ||0 |
|Balance carried forward in Balance Sheet ||2639.07 ||3191.17 |
b) Company's Performance
During the financial year 2019-20 Sahyadri Industries Limited achieved revenue of Rs28863.68 Lakh as compared to Rs.29524.36 Lakh in the previous year. Profit after tax ofthe Company for the year stood at Rs.2657.41 Lakh against Rs. 3189.71 Lakh in the previousyear.
c) Material Changes and Commitments
1. There were no material changes and commitments affecting the financial position ofthe Company which occurred between the end of the financial year to which this financialstatements relate and the date of this Report. However Company has Passed Boardresolution for scheme of arrangement between the company and Poonam Roofing ProductsPrivate Limited.
2 Company has filed draft scheme along with other documents to BSE for their NOC/Observation Letter. Company is in process of resolving queries raised by the BSE in orderto obtain NOC/ Observation Letter from the same.
The Board has declared and paid Interim Dividend @ 25% i.e. Rs. 2.5/- per share duringthe year ended March 2020. Total outgo on account of Dividend was Rs.239.03 Lakh. Theshareholders are requested to confirm said interim dividend as final dividend for the FY2019-20.The resolution to confirm interim dividend as final dividend is mentioned in theNotice of Annual General Meeting.
It is further informed that Dividend DDs of the shareholders having their account inthe Yes Bank Ltd. were dispatched by HDFC Bank Ltd but due to the prevailing pandemic ofCOVID-19 resulting into a nationwide lockdown from the 23rd March 2020 DDs gotstuck in the transit and the same were received by the Company post the expiry date of DDsand hence the fresh DDs will be dispatched as soon as the courier services normalized.
e) Transfer of unclaimed dividend to Investor Education and Protection Fund
During the year under review Company has transferred unclaimed dividend amount of Rs.2.26 Lakh to IEPF account.
The Board of Directors does not propose to transfer any amount to the reserves.
g) Credit Rating
During the year under review there was no change in the Credit rating of the Company.
h) 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 with the help ofindependent expert agency and the same are operating satisfactorily. Internal controlsystems consisting of policies and procedures are designed to ensure accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected.
The internal financial controls with reference to the financial statements wereadequate and operating effectively as endorsed by statutory auditors in their report.
i) 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 SWOT analysis ofthe company 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 in the structure of share capitalof the company compared with previous year.
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 affectingthe financial position of the Company or impacting the going concern status and Company'soperations in future which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.
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.
However Form AOC-2 is attached herewith.
h) Particulars of Loans Guarantees or Investments under Section 186 of the Act
During the year under review Company has not extended any loans guaranteesinvestments and securities to any other individual or entity under Section 186 of the Act.
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 Rule 8(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
|Name of the Director ||Designation ||Category |
|1 Jayesh Purushottam Patel ||Chairman & Whole time Director ||Executive |
|2 Satyen Vallabhbhai Patel ||Managing Director ||Executive |
|3 Sarita Jagannath Kotasthane ||Independent Director ||Non Executive |
|4 Shrikant B Malegaonkar ||Independent Director ||Non Executive |
|5 T.R. Maheshwari ||CEO &CFO ||-- |
|6 Prasad Zinjurde ||Company Secretary and Compliance Officer || |
During the year under review Mr. M.K. Sharma has resigned from the post of ChiefFinancial Officer of the Company with effect from 13th January 2020.
The Board of Directors on recommendation of Nomination and Remuneration Committee andupon ratification by Audit Committee has appointed Mr. Tuljaram Maheshwari as ChiefExecutive Officer and Chief Financial Officer (Key Managerial Personnel) of the Companywith effect from 16th January 2020.
Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Mr. Jayesh Patel (DIN: 00131517) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment.
Mr. Jayesh P. Patel was appointed as Executive Chairman and Whole Time Director of theCompany respectively for the tenure of 3 years through the resolution passed by themembers in their meeting held on 28th September 2017. The said tenure ofappointment was expired on 30th June 2020.
The Nomination and Remuneration committee in its meeting held on 15th June2020 and the Board of Directors at their meeting held on 15th June 2020 hasgiven their approval for re-appointment Mr. J. P. Patel as an Executive Chairman and WholeTime Director for further period of 5 years w.e.f 1st July 2020.
Mr. Satyen Patel was appointed as Managing Director of the Company respectively for thetenure of 3 years through the resolution passed by the members in their meeting held on 28thSeptember 2017. The said tenure of appointment was expired on 30th June 2020.
The Nomination and Remuneration committee in its meeting held on 15th June2020 and the Board of Directors at their meeting held on 15th June 2020 hasgiven their approval for re-appointment Mr. S. V. Patel as a Managing Director for furtherperiod of 5 years w.e.f 1st July 2020.
Brief details of the Director who are proposed to be reappointed as required underRegulation 36 of the SEBI Listing Regulations are provided in the Notice of AnnualGeneral Meeting.
Details of Board Meetings and Committee meetings held during the year under reviewattendance 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 Year2019-20
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 were placed beforeboard for their consideration. Details on the matters to be discussed along with relevantsupporting documents data and other information are also furnished in the form ofdetailed agenda to the Board and the Committees concerned to enable directors takecritical decisions 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 is provided in the Corporate Governance Report.
The Company has paid Commission to Executive Directors during the financial year underreview. The Company has paid in aggregate profit related commission of 68.66 Lakh toexecutive directors for the financial year 2019-20 which is within 1% of profit anddetails of the same are provided in Corporate Governance Report.
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 312020 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 2019-20and 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 is 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 promoting rural and nationallyrecognized sports promotion of education and employment enhancing vocational skillsenvironment sustainability and promoting art and culture etc.
During the year under review the Company was required to spent 54.97 Lakh towards CSRactivities against which the Company has spent Rs.35.17 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. Web link for CSR Policy www.silworld.in/investors
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.The Audit Committee will do the periodic review ofimplementation assessment and mitigation measures under Risk Management Policy. Web linkfor Risk Management Policy www.silworld. in/investors
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. 115160W] 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.
Auditors have confirmed their eligibility under Section 141 of the Companies Act 2013and the Rules framed there under.
Independent Auditors Report forms part of this Annual Report.
b) Cost Auditor
As per the provisions of Section 148 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 Board of Directors of the Company on the recommendation of Nomination andRemuneration Committee has appointed M/s Nimkar Mohani & Associates Cost AuditorsPune to audit the cost accounts of the Company for the financial year 2020-21 on aremuneration of Rs. 30000/- plus Goods and services Tax as applicable. As required underthe Companies Act 2013 the remuneration payable to the cost auditor is required to beplaced before the Members in a general meeting for their ratification. Accordingly aResolution seeking Member's ratification for the remuneration payable to M/s Nimkar Mohani& Associates Cost Accountants Pune Cost Auditors is included in the Noticeconvening the Annual General Meeting. The Cost Audit Report for the financial year 202021will be filed within the stipulated period of 30 days after it is submitted by the CostAuditors.
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 2019-20
The Secretarial Audit Report is included as Annexure III and forms an integral part ofthis Report.
The Company has complied with all the applicable Secretarial Standards.
6. Other Disclosures
a) 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.
A statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided as separate annexure forming part of thisReport. In terms of Section 136 of the Act the Annual Report and financial statements arebeing sent to the Members excluding the aforesaid annexure. The said annexure is availablefor inspection at the registered and corporate office of the Company during business hoursand will be made available to any shareholder on request.
b) 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.
c) 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.
d) 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.
e) 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.
Your Directors place on record their acknowledgement for the co-operation received fromthe local state & central government Customers Vendors Bankers AssociatesCollaborators and the Employees of the Company without which it would not have beenpossible for the Company to achieve such performance and growth.
| || |
On Behalf of the Board of the Directors
| || |
FOR SAHYADRI INDUSTRIES LIMITED
| ||SD/- ||SD/- |
| ||Jayesh Patel ||Satyen Patel |
|Date: 15/06/2020 ||Chairman ||Managing Director |
|Place: PUNE ||(DIN: 00131517) ||(DIN:00131344) |