Your Directors have great pleasure in presenting the 23rd Annual Report and theCompany's Audited Financial Statement for the financial year ended March 31 2018.
The financial Summary:
(Rs. In Lacs)
|Particulars ||2017-18 ||2016-17 |
|Sales & Other Income ||44010.12 ||43114.99 |
|Profit before Finance Cost Depreciation & Tax ||8092.84 ||6255.99 |
|Finance Cost ||1400.91 ||1651.35 |
|Depreciation & Amortization Expenses ||1394.95 ||1279.80 |
|Profit before Tax ||5296.98 ||3324.84 |
|Current Tax ||1731.28 ||1036.55 |
|Deferred Tax ||154.56 ||123.62 |
|Profit after Tax ||3411.14 ||2164.67 |
During the year your Company has registered sales and other income Rs. 44010.12 Lacsas compared to Rs. 43114.99 Lacs of previous year showing increase of 2.07%. Company wasable to register a domestic sales of Rs. 29488.95 Lacs and export sale of Rs. 13002.00Lacs in the current year in place of Rs. 11760.59 Lacs in the previous year a increaseof 10.55% and there was an overall increase in sales by 2.07% the Company earned profitbefore depreciation interest and tax of Rs. 8092.84 Lacs as against Rs. 6255.99 Lacs inthe previous year.
Based on the Company's performance the Board of Directors recommend for approval ofthe members a dividend of Rs. 3.70 (37%) per fully paid-up Equity Shares of Rs. 10/- eachof the Company for the year ended March 31 2018 if approved by the members wouldinvolve a cash outflow of Rs. 680.06 Lakhs.
Transfer of Reserve
The Company has not transferred any amount to the Reserves for the year ended 31stMarch 2018.
The Company Shares are listed as follows:
|Name of Stock Exchanges ||Stock Code/Symbol |
|BSE Limited (BSE) ||531431 |
|National Stock Exchange of India Limited (NSE) ||SHAKTIPUMP |
There is no change in the authorized share capital of the company and the authorizedshare capital of the Company as on 31st March 2018 is Rs. 40.00 crores.
The Company has not allotted any shares during the year. The paid up share capital ofthe Company as on 31st March 2018 is Rs. 183801560/-
Subsidiaries Joint Ventures and Associate Companies
As on March 31 2018 your Company is having following Subsidiaries:
1. Shakti Pumps USA LLC
2. Shakti Pumps FZE UAE
3. Shakti Pumps Pty Ltd Australia
4. Shakti Pumps (Shanghai) Limited- China
5. Shakti Energy Solutions Private Limited.
There has been no material change in the nature of the business of the Company and itsSubsidiary.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 (Act) astatement containing salient features of financial statements of Subsidiaries Companies inForm AOC-1 in
The Consolidated Financial Statement of the Company prepared as per the AccountingIND-AS Consolidated Financial Statement of the Company with its Subsidiaries have alsobeen included as part of this Annual Report.
Director's Responsibility Statement
As required by section 134(3)(c)of Companies Act 2013.
Your Directors state that:-
a) In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) 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 as at March 31 2018 and of the profit ofthe Company for the year ended on that date; c) The Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern' basis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Management discussion and analysis report
The Management Discussion and Analysis forms an integral part of this Report and givesdetail of the overall industry structure developments performance and state of affairsof the Company's various businesses viz. the decorative business internationaloperations industrial and home improvement business internal controls and theiradequacy risk management systems and other material developments during the financialyear.
Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organizations brand and reputation. The Companies Act 2013and SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 havestrengthened the governance regime in the country. The Company is in compliance with thegovernance requirements and had proactively adopted many provisions ahead of time. TheCompany is committed to maintain the highest standards of corporate governance and adhereto the corporate governance requirements set out by SEBI.
A separate report on Corporate Governance is provided together with a Certificate fromthe Statutory Auditors of the Company regarding compliance of conditions of CorporateGovernance.
A Certificate of the MD and CFO of the Company inter alia confirming the correctnessof the financial statements and cash flow statements adequacy of the internal controlmeasures and reporting of matters to the Audit Committee is also annexed.
During the financial year 2017-18 the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Company's(Acceptance of Deposits) Rules 2014.
Details of Significant and Materials order passed by the Regulators Courts Tribunals
No significant and material order has been passed by the regulator courts tribunalsimpacting the going concern status and Company's operations in future.
Corporate Social Responsibility
In line with provision of the Companies Act 2013 the Company has framed its CorporateSocial Responsibility (CSR) policy for the development of programs and projects for thebenefit of weaker sections of the Society and the same has been approved by CSR Committeeand the Board of Directors of the Company.
CSR policy has been uploaded on the Company's website at www.shaktipumps.com.
Pursuant to requirements under section 135 and rules made there under a Report on CSRactivities and initiatives taken during the in prescribed format is given in AnnexureII which is annexed hereto and forms part of Director Report.
Risk management is the process of identification assessment and prioritization ofrisk followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/ or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive risk assessments and minimizationprocedure which is reviewed by the audit committee and approved by Board.
Internal Financial Control
According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
Contracts and Arrangements with related parties
All transactions entered with related parties during the financial year 2017-18 wereon an arm's length basis and were in ordinary course of Business and the provisions ofsection 188 of the Companies Act 2013 are not attracted. Further there are no materiallysignificant related party transactions during the year made by the Company with promoterDirectors Key Managerial personnel or other designated persons which may have potentialconflict with the interest of the Company at large.
All related party transactions are placed before the audit committee for approval.Prior omnibus approval of the audit committee is obtained for the transaction which is ofa foreseen and repetitive nature. Transaction entered into pursuant to omnibus approval sogranted along with statements giving details of all related party transaction are placedbefore the audit Committee.
In line with the requirements of the Companies Act 2013 and SEBI Listing Regulation2015 the Board has approved a Policy on Related Party Transactions which is alsoavailable on Company's website at www.shaktipumps.com.
Mr. Ramesh Patidar Whole-Time Director (DIN: 00931437) retires from the Board byrotation and being eligible offer himself for reappointment.
The above is subject to approval of the Shareholders in the ensuing Annual GeneralMeeting.
Re-appointment of Mr. Dinesh Patidar (DIN: 00549552) as Managing Director on theBoard with effect from 1st September 2018 to 30th August 2021 for a period of three yearssubject to approval of Members of your Company at the ensuing Annual General Meeting.
Policy on Directors' Appointment and Remuneration and other details
The Remuneration Policy of the Company is designed to attract motivate and retainmanpower in a competitive and international market. The policy reflects the Company'sobjectives for good corporate governance as well as sustained long-term value creation forshareholders. The Remuneration Policy applies to the Company's senior managementincluding its Key Managerial Person and Board of Directors. The Nomination andRemuneration Policy for the members of Board and Executive Management is available on theCompany's website www.shaktipumps.com
Annual Evaluation of Board's Performance
In accordance with the provisions of Schedule IV of the Companies Act 2013 a SeparateMeeting of the Independent Directors was held on January 29 2018 without the attendanceof Non-Independent Directors and Members of the Management. The Committee has reviewed theperformance and effectiveness of the Board in this meeting as a whole for the FinancialYear 2017-18.
Finance and Accounts
The agenda for the Finance and Accounts function of your Company is to assist indriving superior performance of the business pioneer-thought leadership and developfuture-ready talent in finance.
Risk and Internal Adequacy:
Your company has an elaborate Risk Management procedure which is based on threepillars: Business Risk Assessment Operational Control Assessment and Policy Complianceprocesses. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. The Company's internal controlsystems are commensurate with the nature of its business and the size and complexity ofits operations.
These are routinely tested and certified by Statutory as well as Internal Auditors andcover all offices factories and key business areas. Significant audit observations andfollow up actions thereon are reported to the Audit Committee. The Audit Committee reviewsadequacy and effectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations including those relating to strengthening of theCompany's risk management policies and systems.
Goods and Service Tax
Goods and Service Tax (GST) is a landmark reform which will have a lasting impact onthe economy and on businesses. Implementation of a well-designed GST model that applies tothe widest possible base at a low rate can provide significant growth stimulus to thebusiness and contribution to the Prime Minister's mission of "Make in India".Your Company has been preparing for migrating to GST for the past year; changes across ITsystems. Supply Chain and operations have been made keeping in mind the sweeping changesthat GST would bring in. While there are few areas that need to be addressed theGovernment has announced an intention to go live on GST on 1st July 2017 and your Companywill be ready for this transformative reform.
Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
Mr. Dinesh Patidar: Managing Director (DIN: 00549552) Mr. Sunil ManoharlalPatidar: Whole Time Director (DIN: 02561763) Mr. Ramesh Patidar: Whole TimeDirector (DIN: 00931437)
Mr. Akhilesh Maru: Chief Financial Officer
Mr. Ravi Patidar: Company Secretary & Compliance Officer
Number of Meetings of the Board
The details of the number of Board and Audit Committee meetings of the Company are setout in the Corporate Governance Report which forms part of this Report.
Disclosure relating to Remuneration of Directors key Managerial Personnel andParticulars of Employees
In terms of the provisions of Section 197(12) of the Companies
Act 2013 read with Rules 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules isgiven in Annexure III.
Disclosure by Independent Directors
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 Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company is committed to provide the healthy environment to all its employees thecompany has in place a Prevention of the Sexual Harassment Policy and an Internalcomplaints committee as per the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 The policy aims at educating employeeson conduct that constitute sexual harassment ways and means to prevent occurrence of anysuch incident and the mechanism for dealing with such incident in the unlikely event ofits occurrence. The Company has also constituted an Internal Committee as required underSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and rules made there under. The Company has zero tolerance on Sexual Harassment atworkplace. During the year under review no complaints were received against the sexualharassment at workplace.
The Company's auditors M/s. Modi Manoj & Co. Chartered Accountants who are thestatutory auditors of the company hold office till the conclusion of the 25th AnnualGeneral
Meeting and being not eligible for reappointment have tendered their resignation.Pursuant to the provisions of Section 139 of Companies Act 2013 and the rules framedthereunder it is proposed to appoint M/s. PGS & Associates . (FRN: 122384W)Chartered Accountants Mumbai who have given their consent as per the provisions ofsection 139 (1) to act as Statutory Auditors of the Company and based on therecommendation of the Audit Committee and the Board of directors in its meeting held on16th August 2018 for a period of three year from the conclusion of 23rd Annual GeneralMeeting up to the conclusion of the 26th Annual General Meeting subject to approval ofMembers in ensuing Annual General Meeting.
The Company has received written consent(s) and certificate(s) of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Companies Act2013 and Rules issued thereunder (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) from M/s. PGS & Associates.Further M/s. PGS & Associates. Chartered
Accountants have confirmed that they hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India as required under theListing Regulations.
The Auditor's Report for the financial year 2017-18 does not contain any qualificationreservation or adverse remark.
The Board has appointed Mr. Manish Maheshwari (FCS 5174) Practicing Company Secretaryto conduct the Secretarial Audit of the Company for the financial year 2018-19. TheSecretarial
Audit Report is annexed herewith Annexure IV to this Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
As per the requirement of Central Government and pursuant to the provisions of Section148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules2014 as amended from time to time the Company has been carrying out audit of CostRecords.
The Board of Directors on the recommendation of Audit Committee has appointed M/s.M.P. Turakhia & Associates Cost Accountant as Cost Auditor to audit the costaccounts of the Company for the Financial Year 2018-19 at a remuneration of Rs. 55000 Asrequired under the Companies Act 2013. A resolution seeking members' approval for theremuneration payable to the Cost Auditor forms part of the Notice convening the AnnualGeneral Meeting.
Extract of Annual Return
The extract of Annual Return as on March 31 2018 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is attached herewith as `Annexure V`and forms part of this Report.
Compliance of Secretarial Standard
The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India and approved by the Central Government as required underSection 118(10) of the Companies Act 2013.
The Company has framed a vigil mechanism/whistle blower policy to deal with unethicalbehavior actual or suspected fraud or violation of the Companies Code of Conducts orethics policy if any. The Vigil Mechanism/ whistle blower policy has been uploaded on thewebsite of the Company.
Particulars of Loans given Investments made Gaurantees given and Securities provided
The Details of loans guarantees or investments covered under the provision of underSection 186 of the Companies Act 2013 are given in the Note to the Financial Statement.
Conservation of Energy technology absorption and Foreign Exchange earnings and Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is set out herewith as "Annexure VI"to this Report.
The Directors of the Company wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year.
The Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.
Appreciation and Acknowledgements
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment.
The enthusiasm and unstinting efforts of the employees have enabled the Company toremain as industry leaders.
The board places on record its appreciation for the support and co-operation yourcompany has been receiving from its suppliers retailers dealers and other associatedwith the company.
Your company looks upon them as partners in its progress and has shared with them therewards of growth. It will be your Company's endeavour to build and nurture strong linkson mutuality of benefits respect for and co-operation with each other consistent withconsumer interests.
The Directors also take the opportunity to thank all shareholders clients vendorsBanks Government and Regulatory authorities and stock exchanges for their continuedsupport.
| ||For and on behalf of the Board of Directors |
| ||SHAKTI PUMPS (INDIA) LIMITED |
|Place: -Pithampur ||Dinesh Patidar |
|Dated: -16th August 2018 ||Chairman |
| ||DIN:-00549552 |