To The Members
Shankar Lal Rampal Dye-Chem Limited
(Previously Shankar lal Rampal Dye-Chem Private Limited)
Your Directors have pleasure in presenting their 16th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended onMarch 31st 2021.
1. Financial Summary Of The Company (Standalone) The Company's financialperformance for the year under review along with previous year's figures is givenhereunder:
|Particulars ||For the year ended || |
| ||31.03.2021 ||31.03.2020 |
|Income from Business ||17757.82 ||13260.49 |
|Operations || || |
|Other Income ||11.44 ||31.25 |
|Total Turnover ||17769.26 ||13291.74 |
|Profit before Interest Depreciation & Tax ||1221.93 ||578.69 |
|Less:- Financial Expenses ||133.33 ||198.69 |
|Profit before || || |
|Depreciation & Tax ||1081.38 ||380 |
|Less:- Depreciation ||4.62 ||4.34 |
|Profit after depreciation and Interest ||1076.77 ||375.66 |
|Less:- Current Income ||299.28 ||105.97 |
|Tax (incl. earlier year tax) || || |
|Less:-Deferred Tax ||0.23 ||0.19 |
|Net Profit /Net Loss after Tax ||777.26 ||269.50 |
|Amount transferred to General Reserve ||0 ||0 |
|Balance carried to Balance Sheet ||777.26 ||269.50 |
|Earnings per share ||7.29 ||4.44 |
|(Basic-Weighted Average)-Based on Current year Net profit || || |
|Earnings per Share(Diluted-Weighted ||7.29 ||4.44 |
|Average) -Based on Current year Net profit || || |
*In FY 2020-21 Final Dividend of Rs. 0.10 per share (For FY 2019-20) was declared andwas distributed.
Considering the dividend history of the Company liquidity position that is required tobe maintained to meet the future capital investment to ensure appropriate cover formarket risk and to maintain a consistent level of dividend pay-out your Board of Directorsrecommends Final Dividend of Rs. 00.10/- (i.e. 01.00%) per Equity Share of Rs.10/- eachfor the year amounting to Rs. 10.66 Lacs. As provided in the Finance Act 2020 from theFinancial Year 2020-21 and onwards dividend is being taxed in the hands of recipients.Information about taxation of dividend is included in AGM Notice.
3. Operational Highlights
Your Company is engaged in the business segment i.e. Trading in Dyes Chemical andallied products. There has been no change in the business of the Company during thefinancial year ended 31st March 2021. The Board of Directors would like to mention thatthe Company's operations were stopped substantially from 17th March 2020 till the 1 weekof May 2020 due to nationwide lockdown and later on there were curfew restrictions by
ANNUAL REPORT 2020-21 local authorities; again in March 2021 lockdown was imposed bygovernment till last week of May 2021. Corporate offices regional offices retailOperations imports and exports etc.; were substantially reduced during the period andthe company was able to get only very marginal sales through executing some advance salesorders. Company has also adopted online brochure based promotion; which help customers tochoose the ideal product from their home itself.
The highlights of the Company's performance are as under:-
? Inspite of COVID-19 outbreak total revenue of your co. is increased to Rs.17769.26 Lacs ( Out of which Gross turnover from Business operations of Rs. 17757.82 Lacs)recorded for the financial year 2020-21 from Last year Revenue which was 13291.74 Lacs (Out of which Gross turnover from Business operations was Rs. 13260.49 Lacs). As expectedby management; your company see better future possibilities despite of prevailing marketslow-down volatile raw material prices and increased logistics cost and same have beenseen on basis of good market approach usage of company's products in many importantindustries and loyal customers.
? The financial statements for the year ended on 31stMarch 2021 show theprofit of Rs.777.26 Lacs in FY 2020-21 as compared to Rs. 269.50 Lacs last year; thiscommendable growth of
188.41% (YOY) this commendable growth in profits is recorded inspite of increasingoverhead costs and material costs.
4. Shares And Share Capital
At present the Company has only one class of share Equity shares of face valueof Rs. 10 each. The authorized share capital of the company is Rs. 110000000/- dividedinto 11000000 equity shares of Rs.10 each. The paid up share capital of the company isRs. 106611300/- divided into 10661130 equity shares of Rs. 10 each. The equityshares of the Company are now listed on Main Board platform of BSE Limited w.e.f.08/04/2021.
Also during the Financial Year 2020-21;there were
_ No BUY BACK of Equity Shares.
_ No Employee Stock Option Plan was passed.
_ There was an allotment of Bonus Shares on right issue basis in ratio of 1:3.
_ No Further public offer.
_ Fresh Issue of Equity Shares by way of Bonus Allotment on Right Issue Basis-During the year the company has listed its equity shares through a Bonus Shares RightIssue dated 09.11.2020 of 2665280 equity shares. The allotment was in the ratio of 1(One) equity share for every 3 (Three) equity shares
ANNUAL REPORT 2020-21 held (i.e. in the ratio of 1:3 shares).
5. Ipo fund utilisation:
The amount raised in IPO in previous FY 2018-19 has been fully utilized for thespecified purposes.
6. Credit Facilities:
The Company has been optimally utilizing its fund based and non fund based workingcapital requirements as tied up with ICICI BANK and AXIS BANK respectively. The Companywas comfortable in meeting its financial requirements from both the banks. Effectivefinancial measures have been continued to reduce cost of interest and bank charges.
7. Transfer of unclaimed dividend to investor eduction and protection fund:
There is no amount outstanding to be transferred as unclaimed dividend to investoreducation and protection fund.
8. Material events occuring after balance sheet date:
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatement relate and the date of the Board Report.
9. Details of significant and material orders passed by the regulators or courtsortribunals impacting the going concern status and company's operation in future: Nosignificant and material orders were passed by the regulators or courts or tribunals whichmay have impact on the going concern status and future operation of the Company.
10. 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) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as under:
(A) Conservation of energy:
Steps taken / impact on conservation of energy with special reference to thefollowing: Steps taken by the company for utilizing alternate sources of energy includingwaste generated : the company is using more energy efficient lights and technology to saveenergy. The computer systems are timely repaired; so that they sustain for more longertime.
(B) Technology absorption:
1. Efforts in brief made towards technology absorption. Benefits derived as a resultof the above efforts e.g. asset improvement cost reduction warehouse developmentetc.The Company has not entered into any technology based ventures during the year underreview. However the Company aims for digitization of processes of purchase salesmarketing and other operations over next year and gradual increase in manpower facilitiesand office workspace. 2. In case of imported technology (imported during the last 3 yearsreckoned from the beginning of the financial year) following information may befurnished: The Company has not imported any technology and hence not applicable. 3.Expenditure incurred on Research and Development: The Company has not incurred anyexpenditure on research and development.
(C) Foreign exchange earnings and Outgo (Rupees in Lakhs): As provided in Notes to theAccounts to Financial Statements
11. Risk management:
The Company has framed a sound Risk Management Policy to identify and evaluate businessrisks and opportunities and the same has become integral part of Company's day to dayoperations. The key business risks identified by the Company are as follows viz. IndustryRisk Management and Operations Risk Market Risk Government Policy risk Liquidity riskand Systems risk. The Company has in place adequate mitigation plans for the aforesaidrisks.
12. Corporate social responsibility initiatives:
The provisions of Section 135 of the Companies Act 2013 read with Rule 9 of theCompanies (Accounts)Rules 2013 is not applicable to the Company in FY 2020-21.
13. Particulars of loans guarantees or investments made under section 186 of thecompanies act 2013:
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence furnishing of aboveinformation is not applicable.
14. Internal financial control & internal control systems:
Your Company has sound and adequate internal control systems commensurate with its sizeand nature of business. We constantly upgrade our systems for incremental improvements.The Audit
Committee of the Board periodically reviews these systems. These systems ensureprotection of assets and proper recording of transactions and timely reporting. Internalaudit is conducted out by an independent professional firm on regular basis. The AuditCommittee also regularly reviews the periodic reports of the Statutory Auditors InternalAuditors and Accounts departments. The Company has trained the staff in order to upgradewith the recent changes in the taxation like GST. Audit Committee constantly tries to addvalue by evaluating existing systems.
15. Related party transactions:
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Board Meeting as per the omnibus approval ofAudit Committee and the particulars of contracts entered during the year as per Form AOC-2is enclosed as Annexure. The Board of Directors of the Company has on the recommendationof the Audit Committee adopted a policy to regulate transactions between the Company andits Related Parties in compliance with the applicable provisions of the Companies Act2013 the Rules there under and the Listing Regulations. This Policy has been uploaded onthe website of the Company at
16. Directors / Key Managerial Personnel:
There has been change in the constitution of Board during the year under 2020-21.During the Period Mr. Aditya Soni (08590851) appointed as appointed/regularized asIndependent Director in Annual General Meeting held in 2020.
The details of management are given in the Corporate Governance Details.
In terms of the provisions of the Companies Act 2013 and the Articles of Associationof the Company Mr. Vinod Kumar Inani Director retires at the forthcoming Annual GeneralMeeting and being eligible offers himself for reappointment There has been below changes:
DATE OF NAME CURRENT
DESIGNATION IN DESIGNATION
ADITYA INDEPENDENT (reappointed ) SONI DIRECTOR
_ Board evaluation:
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedan annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit and Nomination & Remuneration.
_ Remuneration Policy:
The Board has on the recommendation of the Nomination
& Remuneration Committee formulated criteria for Determining QualificationsPositive Attributes and Independence of a Director and also a Policy for remuneration ofDirectors Key managerial Personnel and senior management. The details of criteria laiddown and the Remuneration Policy are given in the Corporate Governance Report.
During the year Six Board Meetings one extra-ordinary meeting one postal ballotAnnual General Meeting Four Audit Committee Meetings 1 Nomination and RemunerationCommittee and One Independent director's Meeting were convened and held. The details aregiven in the Corporate Governance Details. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013. The required particulars ofvarious Committee Meetings held during the year are stated in the Corporate GovernanceDetails.
_ Declaration of independent directors:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules. All Independent directors of the companyare registered on IICA Independent Director database.
_ Declaration by the chief executive officer stating that the members of boardof directors and senior management personnel have affirmed compliance with the code ofconduct of board of directors and senior management:
There is no CEO in the company; but Managing Director and CFO affirm to suchcompliance.
17. Details of Difference between amount of the valuation done at the time of one timesettlement and valuation done while taking loan from the Banks or Financial Institutionsalong with the reasons thereof:
There were no such matters.
18. Audit committee and vigil mechanism:
The composition and other particulars of Audit Committee are provided in the CorporateGovernance Details attached herewith. In pursuance of the provisions of section 177(9)& (10) of the Companies Act 2013 a Vigil Mechanism for directors and employees toreport genuine concerns has been established.
19. Nomination and remuneration policy:
The remuneration policy of the company and Board Diversity policy is available atCompany's Website at www.srdyechem.com.
20. Statement showing Integrity Expertise and Experience(including proficiency) of
|NAME OF DIRECTOR ||DIN/ DESIGNATION ||EDUCATIONAL QUALIFICATION ||EXPERTISE ||PROFICIENCY |
|ANIL KUMAR KABRA ||08150149/ Independent Director ||CA ||Commercial Laws Business customary Practices ||Passed Independent Director proficiency test and registered on IICA portal |
|ADITYA SONI ||08590851/ Independent Director ||MBA ||Marketing and Business Handling || |
|MURLI ATAL ||08150205/ Independent Director ||CA ||Commercial Laws Income Tax and Indirect Taxes ||Registered on IICA portal completed many modules under Independent Director Proficiency |
|APOORVA MAHESHWARI ||08150259/ Women Director &Independent Director ||MBA ||Human Resource and Research Analysis || |
|HARSH KABRA ||08150255/ Independent Director ||CA ||Commercial Laws Income Tax and Indirect Taxes ||Curriculum and preparing for Test. |
21. Directors responsibility statement:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(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 at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors 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) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
22. Annual return:
Copy of Annual Return of Company pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 will be placed atwebsite of the Company with effect from date of Annual General Notice dispatch. Weblink ofthe same is as http://www.srdyechem.com/investor-relations.asp.
23. Subsidiaries joint ventures and associate companies:
The Company does not have any Subsidiary Joint venture or Associate Company.
The Company has neither accepted nor renewed any deposits during the year under review.
_ Statutory Auditor
The Company's Auditors M/s Alok Palod & Company Chartered Accountants areAuditors of the Company; were appointed in last AGM; to hold the office until conclusionof the Annual General Meeting to be held in year 2023.
_ Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed CS Sanjana Jain a Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed herewith as"Annexure I".
_ Internal Auditor
In pursuant to Section 138 of the Companies Act 2013; the company has appointed M/sLaxman Kumar
& Associates Chartered Accountants Bhilwara; as Internal Auditor of the Company.
26. Observations and remarks of
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
27. Corporate Governance :
Provisions relating to Corporate Governance Report under Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to SMElisted Company. However as now in Financial Year 2021-22 the company is listed on MainBoard. A separate Section on Corporate Governance has been annexed.
28. Disclosure under the sexual harassment of women at workplace (prevention ofprohibition and redressal) act 2013:
The Company has in place a Sexual harassment Policy in line with the requirements ofthe Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. All women employees (permanent contractual temporary trainees) are coveredunder this policy. No complaints for sexual harassment were received during the year.
29. Cost audit:
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit)Rules 2014 cost audit and maintenance of cost records is notapplicable to the Company for the Financial Year 2020-21.
30. Compliance of applicable secretarial standards :
The Company has complied with the provisions of Secretarial Standards (I & II)issued by the Institute of Company Secretaries of India and approved by the CentralGovernment under section 118(10) of the Companies Act 2013.
31. Human resources development:
During the period under review the personal and industrial relations with theemployees remained cordial in all respects. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals. TheCompany recognizes talent and has judiciously followed the principle of rewardingperformance. Information as per Rule 5(1) of Chapter XIII The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is shown in Corporate GovernanceSection. During the year there was No employee receiving remuneration exceeding Rs.10200000/- (Rupees One Crore Two Lakhs only) per annum and/or Rs. 850000/- (RupeesEight Lakhs Fifty Thousand only) per month. So no disclosure required as per prescribedunder the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 There were no employees posted and working in a country outsideIndia not being Directors or relatives drawing more than the amount prescribed under theRule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Hence the details are not required to be circulated to the Members and also notrequired to be attached to this Annual Report.
Your Directors place on record their sincere thanks to the company's customersemployees bankers investors business associates consultants and various GovernmentAuthorities for their continued support extended to your Companies activities during theyear under review.
Your Directors also acknowledges gratefully the support and confidence reposed by eachand every member of Srdyechem Family.
For and on behalf of the Board of Directors of SHANKAR LAL RAMPAL DYE-CHEM LIMITED
| ||Sd/- |
|PLACE-BHILWARA ||RAMPAL INANI |
|DATE-30/06/2021 ||MANAGING DIRECTOR |