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Sanghvi Brands Ltd.

BSE: 540782 Sector: Others
NSE: N.A. ISIN Code: INE204Y01010
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Buy Price 9.84
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OPEN 9.35
CLOSE 9.35
VOLUME 1000
52-Week high 35.50
52-Week low 9.35
P/E
Mkt Cap.(Rs cr) 10
Buy Price 9.84
Buy Qty 1000.00
Sell Price 9.35
Sell Qty 1000.00

Sanghvi Brands Ltd. (SANGHVIBRANDS) - Director Report

Company director report

Dear Members

The Directors are please to present the 9th Director's Report of theCompany the affairs of the Company together with the Audited Financial Statements for theyear ended on 31st March 2019.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial results for the year ended on 31st March 2019 and thecorresponding figures for the previous year are as under;

Standalone Consolidated
Particulars Year ended 31st March 2019 Year ended 31st March 2018 Year ended 31st March 2019 Year ended 31st March 2018
Net Revenue from Operations 100048965 90056821 314133071 264556511
Other Income 8319493 6711789 10638954 9148106
Total Income 108368458 96768610 324772025 273704617
Total Expenditure 113327518 112673723 338679324 294989180
Profit before tax (4959059) (15905112) (13907300) (21284564)
Deferred Tax (Credit) - 556017 - 1240565
Current Tax - - - 130080
Profit after Taxes (4959059) (16461129) (13907300) (22655209)

1. HIGHLIGHTS

Your Company reported growth in revenue from operation of 11.09% over the previousyear. At Standalone level the Revenue from operations stood at Rs. 108368458 comparedwith Rs. 96768610 in the Previous Year. The Loss after taxes for the year stood at Rs.4959059 against Rs. 16461129 reported in the Previous Year.

The Consolidated Revenue from operations for FY 2019 was 314133071 (Previous Year:Rs. 264556511) registering a growth of 18.73%. The Consolidated Loss after tax stoodat Rs. 13907300 (Previous Year: Rs. 22655209).

2. DIVIDEND

To strengthen the financial position of the Company your Directors are notrecommending any dividend for the financial year under review.

3. RESERVES

The Balance in Reserves & Surplus stands at Rs. 141839192/- in comparison withthe previous year balance of Rs. 146798252/-

4. SHARE CAPITAL

The Total Paid-up Capital of the Company as on March 31 2019 is Rs. 104158800divided into 10415880 equity shares of Rs.10/- each. There has not been any new issueof share during the year under review.

5. DEPOSITORY SYSTEM

Your Company's equity shares are in demat form only. The Company has appointed NationalSecurities Depository Limited and Central Depository Services India Limited asdepositories to the Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 and SEBI ListingRegulation 2015 the Board has been constituted with proper balance of ExecutiveDirectors Non-Executive Directors and Independent Directors. Ms. Disha Sanghvi Directorretires by rotation at the forthcoming Annual General Meeting and being eligible offersherself for re-appointment. The Board recommends her re-appointment for the considerationof the Members of the Company at the ensuing Annual General Meeting. Brief profile of Ms.Disha Sanghvi has been given in the Notice convening the Annual General Meeting.

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.There has been no change in the circumstances affecting their status as independentdirectors of the Company.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2019 are: Mr. Darpan Sanghvi Managing Director Mr. RameshwarWadne Chief Financial Officer (CFO) and Ms. Kruti Shah Company Secretary.

7. BOARD COMMITTEES FORMED DURING THE YEAR

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationships Committee

The details of all the Committees of the Board along with their composition andmeetings held during the year are provided in the Report on Corporate Governance whichforms part of this Annual Report.

8. NO. OF MEETINGS HELD

The details of the meeting of the Board along with their composition and meetings heldduring the year are provided in the Report on Corporate Governance which forms part ofthis Annual Report.

9. BOARD EVALUATION

The Companies Act 2013 states that a formal annual performance evaluation needs to bemade by the Board of its own performance the directors individually as well as theevaluation of its Committees. As per Schedule IV of the Companies Act 2013 theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated. The evaluation of all directors and theBoard was conducted based on the criteria and framework adopted by the Board.

10. RELATED PARTY TRANSACTIONS

All related party transactions have been entered by the Company during the financialyear in the ordinary course of business and at the arm's length price. During thefinancial year under consideration the Company has entered into contracts / arrangements /transactions with related parties which could be considered as material in accordancewith the provisions of the Act have been given in "Annexure I" in Form No.AOC-2.”

11. STATUTORY AUDITOR

At the AGM of the Company held on 30th September 2016 M/s. B.K. Khare &Co. Chartered Accountants having registration number (Firm Registration No. 105102W)were appointed as Statutory auditors of the Company for a term of five years i.e. till theconclusion of Annual General Meeting to be held in the year 2021 subject to theratification at the annual general meeting in each of the subsequent years during theaforementioned term of their appointment.

The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM.

12. AUDITORS' REPORT

The report of the statutory auditors on Standalone Financial statements as well asConsolidated Financial Statements forms a part of the Annual Report. There were no adverseremarks/qualified remarks given by the Statutory Auditor on the financials of the Company.

13. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. A. M.Antarkar & Co. Practicing Company Secretaries Pune (CP No. 3022) as a SecretarialAuditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure IIto this report. The report is self-explanatory and do not call for any further comments.

14. COST RECORDS AND AUDIT

As per the Company's (Cost Records and Audit) Rules 2014 the Company's services arenot covered under Cost Audit and for the services for which the maintenance of cost recordis required is not applicable on the Company.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per the provision of Section 138 of the Companies Act 2013 the Company has deviseda proper system to check the internal controls and functioning of the activities andrecommend ways of improvement. Internal Audit is carried out timely. The internalfinancial controls with reference to financial statements as designed and implemented bythe Company. During the year under review no material or serious observation is receivedfrom the Internal Auditor of the Company for inefficiency and inadequacy of such controls.

16. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure - III. The Extract of Annual Return in FormMGT - 9 is available on the website of the Company www.sanghvibrands.com

17. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no material transaction occurred during the year.

18. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the Secretarial Standards related to the Board Meetingsand General Meeting issued by the Institute of Company Secretaries of India (ICSI).

19. CORPORATE SOCIAL RESPONSIBILITY

Provision of Schedule VII of the Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company during thefinancial year under review.

20. VIGIL MECHANISM

Pursuant to the provision of Section 177(9) of the Companies Act 2013 read with Rule 7of the Companies (Meeting of Board and its Powers) Rules 2014 a "Vigil MechanismPolicy" for Directors and Employees of the Company is in place to report theirgenuine concern of any violation of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct etc. during the year underreview no such complaints were received.

21. THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO IN SUCH MANNER AS MAY BE PRESCRIBED

The information pertaining to Conservation of Energy Technology Absorption ForeignExchange Earnings and outgo as required under Section 134 (3) (m) of the Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are as stated below:

A) Conservation of Energy

1. The steps taken or impact on conservation of energy; The Company applied strictcontrol system to monitor day to day power consumption. The Company ensures optimal use ofenergy with minimum extent of wastage as far as possible. The day to day consumption ismonitored to save energy.

2. The Capital Investment on Energy Conservation Equipment. The Company has not madeany capital investment on energy conservation equipment.

B) Technology Absorption: -

The Company has no activities relating to technology absorption.

C) Foreign Exchange Earnings and Outgo;

Particulars 2018-19 2017-18
Foreign Exchange Earnings in terms of actual inflows - -
Foreign Exchange outgo in terms of actual outflow 3306559 5880176

22. REVIEW OF SUBSIDIARY AND ASSOCIATE COMPANIES

As required under Companies Act 2013 the audited consolidated financial statements ofthe Company incorporating all its subsidiary and associate companies prepared withapplicable Accounting Standards are attached.

Sanghvi Brands US Holding INC a Wholly Owned Subsidiary of the Company generated USD1043315.57 /- as revenue during the Financial Year under consideration.

During the financial under review the incorporated a Limited Liability Company (LLC)named as Sanghvi Brands Beauty and Spa L.L.C. in Abu Dhabi as a Joint Venture whichgenerated an operating revenue of Rs. 15462876/-

The Company has entered into a Joint Venture Agreement dated 9th October 2018 withKerala Ayurveda Limited to establish manage and operate wellness resorts and wellnessayurvedic spas under the new brand name jointly agreed by the parties to developAyurvedagram Wellness Resorts and Ayurvedagram inspired Ayurvedic Spas across the world byway of forming a Joint Venture Company ("JV Company") as per the terms andconditions agreed under the said JV Agreement.

Salient features of subsidiary Companies are annexed as Annexure - V in form no.AOC-1.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPARTING THE GOING CONCERN STATUS ANDCOMPANY' OPERATION IN FUTURE

There are no significant and material orders passed by regulators or courts ortribunals imparting the going concern status and Company' operation in future.

24. DEPOSITS

Your Company did not accept/ hold/ any deposits from public/shareholders during theyear under review.

25. PARTICULARS OF LOAN GUARANTEE OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to Financial Statements.

26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In accordance with Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the rules framed their under the Company has formed an InternalComplaints Committee and framed and adopted the policy for Prevention of Sexual Harassmentat Workplace. The following is the summary of Sexual Harassment complaints received anddisposed off during the year 2018-19.

No. of Complaints received: NIL

No. of Complaints Disposed off: NIL

27. STATEMENT OF UTILIZATION OF PUBLIC ISSUE PROCEEDS PURSUANT TO REGULATION 32 OF SEBI(LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATION 2015

As per Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 the listed entity shall submit to the stock exchange the statementindicating deviation if any in the use of proceeds from the objects stated in the offerdocument indicating category wise variation between projected utilization of funds madeby it in its offer document as applicable and the actual utilization of funds. Howeverthere was no deviation on the objects of the issue proceeds and as review by the AuditCommittee the statement is as under;

Particulars Amount Funded from the Gross Proceeds Actual Utilization up to year ended 31st March 2019 Pending for utilization as on 31st March 2019
Business Expansion
a. Expanding outlets/ distribution of current brand portfolio in India and overseas 77170000 13845352 25239591
b. Acquisitions and development of new brands 38085057
Marketing and sales promotion of the brands in our portfolio 50000000 8114905 41885095
Strategic Investments for business growth 10000000 2541531 7458469
General Corporate Purpose 28442000 20113164 8328837
*Issue Expenses 24000000 22554685 1445315
Total 189612000 105254693 84357307

28. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invest in attraction retention and development oftalent on an ongoing basis. Your Company thrust is on the promotion of talent internallythrough job rotation and job enlargement.

29. PARTICULARS OF EMPLOYEES

The Company has no employee Companies who is in receipt of remuneration of Rs.850000/- per month or Rs. 10200000 per annum and hence the Company is not required togive information under sub rule 2 and 3 of Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

30. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively and

(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

31. LISTING WITH STOCK EXCHANGES

Sanghvi Brands Limited listed its shares on the SME Platform of BSE Limited on November22 2017.The listing fees duly paid to the exchange and annual custodial fees has beenpaid to CDSL and NSDL for the F.Y. 2019-20.

32. ACKNOWLEDGEMENT

Your Directors takes this opportunity to thank all Government Authorities BankersShareholders Registrar & Transfer Agents Investors and other Stakeholders for theirassistance and co-operation to the Company. Your Directors express their deep sense ofappreciation and gratitude towards all employees and staff of the Company and wish themanagement.

For and on behalf of the Board

Sanghvi Brands Limited

(formerly known as Sanghvi Brands Private Limited)

Sd/-

Darpan Sanghvi

Managing Director

DIN: 02912102

Date: 26th August 2019

Place: Mumbai