To the Members
Your Directors have pleasure in presenting their 22nd Annual Report of theCompany together with the Financial Statements for the year ended 31st March2018.
1. FINANCIAL RESULTS
The Summarized Financial highlight is depicted below:
|Particulars ||Figures for the year ended 31/03/2018 ||Figures for the year ended 31/03/2017 ||Figures for the period ended 31/03/2018 ||Figures for the period ended 31/03/2017 |
|I. Revenue From Operations ||290151670 ||414552798 ||414552798 ||584585842 |
|II. Other Income ||34996496 ||30767501 ||30767501 ||15705109 |
|III. Total Revenue (I + II) ||325148166 ||445320299 ||445320299 ||600290951 |
|IV. Expenses: || || || || |
|Cost of Materials Consumed ||91403178 ||258639927 ||258639927 ||325822875 |
|Purchases of Stock-in- Trade ||- ||- ||- ||- |
|Changes in Inventories of Finished Goods Work-in-Progress and Stock-in-Trade ||18220004 ||(49215914) ||(49215914) ||(12059953) |
|Other Direct Expense ||137262940 ||148919888 ||148919888 ||142601290 |
|Employee Benefits Expense ||19176183 ||21470262 ||21470262 ||20224001 |
|Finance Costs ||12954418 ||12954418 ||12954418 ||10739762 |
|Depreciation and Amortization Expense ||59606180 ||59675224 ||59675224 ||43561462 |
|Other Expenses ||14392692 ||20180502 ||20180502 ||18750280 |
|Total Expenses ||353015594 ||472624306 ||472624306 ||549639718 |
|V. Profit Before Exceptional and Extraordinary Items and Tax (III-IV) ||(27867428) ||(27304007) ||(27304007) ||50651233 |
|VI. Exceptional Items ||- ||- ||- ||- |
|VI Profit Before ||(27867428) ||(27304007) ||(27304007) ||50651233 |
|I. Extraordinary Items and Tax (V - VI) || || || || |
|VII Extraordinary Items ||- ||- ||- ||- |
|I. Depreciation on account of change in method || ||- ||- ||- |
|IX. Profit Before Tax (VII- VIII) ||(27867428) ||(27304007) ||(27304007) ||50651233 |
|X Tax Expense: || || || || |
|(1) Current Tax ||- ||3750000 ||3750000 ||21214490 |
|(2) Deferred Tax ||- ||11856013 ||11856013 ||6029914 |
|XI Profit (Loss) for the Period From Continuing Operations (VII-VIII) ||(27867428) ||(19197994) ||(19197994) ||35466657 |
|XV Profit (Loss) for the period (XI + XIV) ||(27867428) ||(19197994) ||(19197994) ||35466657 |
|XV Earnings Per Equity I Share: || || || || |
|(1) Basic ||(2.41) ||(4.73) ||(4.73) ||18.37 |
|(2) Diluted ||(2.41) ||(4.73) ||(4.73) ||18.37 |
In the view of the loss incurred this financial year the Board do not recommend anydividend for the year ended 31st March 2018
The balance (standalone) in Reserves & Surplus stands at Rs. 400.54 Lacs incomparison with the Previous year balance of Rs. 1566.73 Lacs.
4. BUSINESS OVERVIEW AND STATE OF COMPANY'S AFFAIRS
The detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Report.
5. CHANGE IN THE NATURE OF BUSINESS
There was no change in the business of the Company.
6. SUBSIDIARY ASSOCIATES & JOINT VENTURE
The Company has no Subsidiary which exists or has ceased during the period underreview.
However the Company has invested in Joint Ventures namely KCL- SRPL & MCC- SRPLthe details of which can be followed in the notes to the financial statements.
7. TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTORS EDUCATION & PROTECTION FUND
Since there is/was no dividend declared by the Company the provisions of Section 125of the Companies Act 2013 doesn't apply to the Company.
8. PUBLIC DEPOSIT
The Company haven't accepted or renewed any deposit from public.
9. CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to the Corporate Social Responsibility are not applicable tothe Company
10. SHARE CAPITAL
Your Company has increased its authorised share capital from Rs. 20000000 (RupeesTwo Crores Only) to Rs. 150000000 (Rupees Fifteen Crores Only) divided into 15000000(One Crore Fifty Lacs) Equity Shares of Rs.10/- each.
Your Company also had allotted and listed 9645000 Equity shares of Rs.10/- each asbonus share in the ratio of 5 new equity shares for every 1 existing equity share held.
Pursuant to the issue of bonus shares the paid up and issued capital of the Company hasincreased from Rs. 19290000 to Rs. 115740000.
a) Statutory Auditors
Pursuant to the provisions of the Companies Act 2013 and rules made there underRajpara Associates Chartered Accountants Firm Regd. No.: 113428W who were appointedas the statutory auditor of the Company for a term of 5 years commencing from the end offinancial year 31st March 2017 to hold office from the end of the ensuingAnnual General Meeting till the conclusion of 25th Annual General Meeting ofthe Company subject to the ratification of their appointment by the members at everyintervening Annual General Meeting of the Company during their term of office continue tobe the Statutory Auditors of the Company. b) Secretarial Auditor
The Board has appointed M/s Dhawal Chavda & Associates Company Secretaries toconduct the Secretarial Audit for the financial year 2017-18.
c) Internal Auditor
The Board has appointed Mrs. Vikeeta Kaswala as the Internal Auditor of the Company forthe year 2018-2019.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 Mr. Shaival M. Desairetires by rotation at the forthcoming Annual General Meeting and being eligible offeredhimself for reappointment.
b. Independent Directors
The Independent Directors of the Company have given the declaration to the Company thatthey meet the criteria of independence as provided in of Section 149(6) of the CompaniesAct 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
c. Key Managerial Personnel
During the year under review no changes took place in the Key Managerial Personnel ofthe Company
d. Appointment or Resignation
No appointment or resignation of Directors took place during the year.
13. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
Observations of the Auditors in their report and notes forming part of the Accounts areas follows and are self-explanatory:
This consolidated financials does not include the financials of KCL-SRPL JV ( KalolProject) in which the company has 40% stake. As informed to us the Operating Partner ofthe JV Katira Constuction Limited (KCL) has not prepared the audited financials as ondate of reporting. In absence of this data we are unable to determine the impact ofProfit/Loss of the JV which can have on the consolidated profitability of the Company. Weare also unable to determine the impact of Assets/Liabilities of the JV which can have onthe consolidated Balance sheet of the Company.
Further it is also to be noted that the company received information regarding profitfrom KCL-SRPL JV (Kalol Project) which was earned during the previous year i.e Financialyear 2016-17 but accounted in year ended on 31st March 2018 amounting to Rs.1795693.53 to that extent otherwise loss of the company would increases. In relation tothe observation it is clarified that the Company is taking all the required and reasonablesteps to get the financial information from the joint venture.
14. SECRETARIAL AUDIT REPORT
The report of the Secretarial Auditors M/s Dhawal Chavda & Associates (PractisingCompany Secretary C.P. No. 8689) is enclosed as Annexure- A of this report.
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 on timely and the report isplaced in the Audit Committee Meeting and Board meeting for consideration and directions.The internal financial controls with reference to financial statements as designed andimplemented by the Company.
During the year under review no material or serious observation is received from theInternal auditor of the Company for inefficiency and inadequacy of such controls.
16. 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
No Significant and material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report likesettlement of tax liabilities operation of patent rights depression in market value ofinvestments institution of cases by or against the company sale or purchase of capitalassets or destruction of any assets etc.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto shall be disclosedin Form No. AOC-2 as Annexure B.
18. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act readwith the Companies (Accounts) Rule 2014 is appended as Annexure C to this Report.
19. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
20. 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; and
(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.
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
21. RISK MANAGEMENT
Pursuant to Section 134 (3)(n) of the Companies Act 2013 a Risk Management Policyhas been framed by the Board at its meeting dated May 30 2016. In terms of therequirement of the Act the Board has developed and implemented the Risk Management Policyand the Board reviews the same periodically. Our senior management identifies and monitorsthe risk on regular basis and evolve process and system to control and minimize it. Withregular check and evaluation business risk can be forecasted to the maximum extent andthus corrective measures can be taken in time.
a) Extract of Annual Return
Extract of Annual Return of the Company in form MGT-9 as required under Section 92(3)of the Companies Act 2013 as annexed as Annexure D the Report.
b) No. of Meetings of the Board
During the financial year under review 7 (Seven) meetings of the Board of Directorswere held. These were held on 1st May 2017 26th May 2017 5thSeptember 201710th October 2017 18th October 2017 13thNovember 2017 and 27th January 2018.
c) Composition of Committees
The Committee of the Company comprises of 3 (three) Independent Directors namely: a)Mr. Ashish Navnitlal Shah b) Mr. Ashish Jashwantbhai Desai c) Mr. Himanshu Ajaybhai Shah
All the recommendations made by the Audit Committee were accepted by the Board.
Stakeholders Relationship Committee
The Committee of the Company comprises of 3 (three) Independent Directors namely: a)Mr. Ashish Jashwantbhai Desai b) Mr. Ashish Navnitlal Shah c) Mr. Himanshu Ajaybhai Shah
Nomination & Remuneration Committee
The Committee of the Company comprises of 3 (three) Independent Directors namely:
1. Mr. Ashish Jashwantbhai Desai
2. Mr. Ashish Navnitlal Shah
3. Mr. Himanshu Ajaybhai Shah
The details regarding the meeting held attendance etc. of the Committee are providedin the Corporate Governance Report.
d) Vigil Mechanism/ Whistle Blower Policy
The Board of Directors at its meeting dated 26th May 2017 has adopted aVigil Mechanism/ Whistle Blower Policy of the Company. The Vigil Mechanism/Whistle BlowerPolicy provides a channel to the employees and Directors to report to the managementconcerns about unethical behavior actual or suspected fraud.
The Vigil Mechanism/Whistle Blower Policy can be accessed at the Company's Website:www.shaivalgroup.ooo
e) Particulars of Loans Given Investments Made And Guarantee Given
The particulars of loans given investments made and guarantee given if any undersection 186 of the Companies Act 2013 has been given in the Financial Statement.
f) Particulars of Employees' & Directors' Remuneration
The Company has no employee who is in receipt of remuneration more than Rs. 1.02 croreper annum or Rs. 8.5 lac per month in the financial year under review.
The information required under section 197 of the Companies Act 2013 and Rule 5(1) and5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014has been annexed as Annexure E of the Report.
g) Obligation of company under the Sexual Harassment of Women at Workplace (PreventionProhibition And Redressal) Act 2013
In accordance with Sexual Harassment of Women at Work place (Prevention Prohibitionand Redressal) Act 2013 and the rules framed their under the Company has formed anInternal Complaints Committee and also framed and adopted the policy for Prevention ofSexual Harassment at Workplace. The following is the summary of Sexual Harassmentcomplaints received and disposed off during the year under review.
No. of Complaints received : NIL No. of Complaints Disposed off : NIL
1. The Company had not accepted/ held/ any deposits from public/shareholders during theyear under review.
2. There are no significant and material orders passed by regulators or courts ortribunals imparting the going concern status and Company' operation in future.
23. BOARD EVALUATION & NOMINATION AND REMUNERATION POLICY
As per the provisions of the Companies Act 2013 the formal annual evaluation wascarried out for the Board's own performance its committee & directors on the basisof attendance contribution and various criteria as recommended by the Nomination andRemuneration Committee of the Company.
The Board has also evaluated the composition of Board its committees experience andexpertise performance of specific duties and obligations governance issues etc. TheDirectors expressed their satisfaction with the evaluation process.
The performance of each of the non-independent directors (including the chairperson)was also evaluated by the Independent Directors at their separate meeting.
The Nomination & Remuneration policy recommended by the Nomination &Remuneration Committee has been annexed as Annexure F of the Report.
24. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE CERTIFICATE
Pursuant to Schedule V of 34 (3) of Listing Regulations a report on ManagementDiscussion and Analysis and Corporate Governance Certificate from M/s Dhawal Chavda &Associates (Practising Company Secretary ) forms part of this Annual Report for the yearended 31st March 2018.
Your Directors takes this opportunity to thanks to all Government Authorities BankersShareholders Registrar & Transfer Agents Investors and other stakeholders for theirassistance and co-operation to the Company. Your Director express their deep sense ofappreciation and gratitude towards all employees and staff of the company and wish themanagement all the best for further growth and prosperity.
|For & on behalf of the Board || || |
| ||Mayur Mukundbhai Desai ||Sonal Mayurbhai Desai |
|Place: Ahmedabad || |
|Dated: 14th August 2018 ||DIN: 00143018 ||DIN: 00125704 |
| ||Jagdishbhai Nagindas Limbachiya ||Priyanka Choubey |
| || |
Chief Financial Officer
| || ||Membership No.A29454 |