Shanti Overseas (India) Ltd.
|BSE: 538443||Sector: Agri and agri inputs|
|NSE: SHANTI||ISIN Code: INE933X01016|
|BSE 05:30 | 01 Jan||Shanti Overseas (India) Ltd|
|NSE 05:30 | 01 Jan||Shanti Overseas (India) Ltd|
|BSE: 538443||Sector: Agri and agri inputs|
|NSE: SHANTI||ISIN Code: INE933X01016|
|BSE 05:30 | 01 Jan||Shanti Overseas (India) Ltd|
|NSE 05:30 | 01 Jan||Shanti Overseas (India) Ltd|
Shanti Overseas (India) Limited Dear Members
Your Directors delightfully present the 8thAnnual Report on the Business andOperations of the Company along with the Audited Financial Statement of Accounts for theFinancial Year ended on 31st March 2019.
The financial performance of the Company for the Financial Year ended on 31stMarch 2019 and for the previous Financial Year ended on 31st March 2018 isgiven below:
Notes: Previous years figures have been reclassified/regrouped wherever necessaryto correspond with those of the current year.
The Company continues to see marginal growth in its overall performance in thefinancial year 2018-19 driven by the performance of the segment in which the Companyoperates. The total revenue from operations of the Company increased to Rs.1669827661/- from Rs. Rs. 1343083341/-in the previous year at a rate of 24.33%.The profit before tax amounted to Rs. 101861323/- as against Rs. 73936952/- inthe previous year at a rate of 37.77%. The net profit after tax was increased toRs. 73378508/- as against Rs. 48904880/- in the previous year at a rate of33.35%.
THE STATE OF COMPANYS' AFFAIR
During the year under review the Company has put all its efforts in serving requiredproducts to all its customers on time. The turnover of the Company during the reportingperiod amounted to Rs. 1669827661/- The directors are thankful to all its suppliersfor on time delivery of the products. The effort of our suppliers is the backbone of ourCompany.
The Company has tried and will keep the efforts on to associate as many customers aspossible.
The Directors assure the stakeholders of the Company to continue their efforts andenhance the overall performance of the Company in the coming Financial years. TheDirectors express their gratitude towards the stakeholders for all the support the Companyhas received from them and hope that the Company continues to receive the same support inthe coming future.
CHANGE IN NATURE OF BUSINESS
The Company is engaged in the business of Trading and Manufacturing Activities andthere were no changes in the nature of business of the Company during the year underreview.
Your Directors are having a view of conserving the resources of Company and for thatreason the Directors are not recommending any dividend.
The Company has a Closing Balance of Rs. 229819118/- (Rupees Twenty Two CroresNinety Eight Lakh Nineteen Thousand One Hundred and Eighteen Only) as Reserves and Surplusas on 31.03.2019.
The Closing Balance of Reserves and Surplus is bifurcated as follows:
The extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with rule 12 of the Companies (Management and Administration) Rules 2014in Form No. MGT - 9 is enclosed herewith as ANNEXURE-1 and has been placed on thewebsite of the Company and can be accessed at www.shantioverseas.com.
BOARD MEETINGS AND ATTENDANCE
The Directors of the Company met at regular intervals with the gap between two meetingsnot exceeding one hundred and twenty days to take view of the Company's policies andstrategies apart from board matters. The Notices of the Board Meetings are given well inadvance to all the Directors of the Company. Additional meetings were held depending uponthe requirements of the Company.
During the year under review the Board of Directors met 5 (five) times and the BoardMeetings were held as on the following dates:
Attendance of the Directors :
SEPERATE MEETING OF INDEPENDENT DIRECTORS
As stipulated by the Code of Independent Directors under the Companies Act 2013separate meeting of the Independent Directors of the Company was held on 13<hNovember 2018 to review the performance of Non-Independent Directors (including theChairman) and the entire Board. The Independent Directors also reviewed the qualitycontent and timeliness of the flow of information between the Management and the Board andits Committees which is necessary to effectively and reasonably perform and dischargetheir duties.
DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the provision of Section 134 (3) (c) and Section 134(5) of theCompanies Act 2013 to the best of their knowledge and belief the Board of Directorshereby submit that:
i. in the preparation of the annual accounts for financial year ended on 31stMarch 2019 the applicable Accounting Standards had been followed and there are nomaterial departure from the same;
ii. the Directors had 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 financial year and of theProfit of the Company for the year ended on 31st March 2019;
iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. the Directors had prepared the annual accounts on a going concern basis;
v. the Directors had laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and are operatingeffectively and
vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
COMMENT ON AUDITORS REPORT
There were no qualifications reservations adverse remarks or disclaimer made by theAuditors in their report for the financial year ended 31st March 2019.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY COMPANY UNDER SECTION 186 OF THECOMPANIES ACT 2013
The details of loans investment guarantees and securities covered under theprovisions of Section 186 of Companies Act 2013 are provided in the Financial Statement.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The contract/arrangements entered into with the related parties for the year underreview were in ordinary course of business and on arms length basis and there are nomaterial transaction to be reported under Section 188 (1) of the Companies Act 2013hence disclosure in Form AOC-2 is not required.
During the year the Company has not entered into any materially significant RelatedParty Transactions which may have potential conflict with the interest of the Company atlarge. Suitable disclosures as required are provided in AS-18 which is forming the part ofthe notes to financial statement.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its Internal Financial Control Systems commensurate with operations ofthe Company. The Management regularly monitors the safeguarding of its assets preventionand detection of frauds and errors and the accuracy and completeness of the accountingrecords including timely preparation of reliable financial information.
The Head of Internal Audit together with external audit consults and reviews theeffectiveness and efficiency of this systems and procedures to ensure that all assets areprotected against loss and that the financial and operational information is accurate andcomplete in all respects.
MATERIAL CHANGES & COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THE REPORT
There were no material change and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementrelates and up till the date of report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
CORPORATE SOCIAL RESPONSIBILITY
The Annual Report on CSR activities for the financial year 2018-19 is enclosed as ANNEXURE-2.
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 Act2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 are as stated below:
A. Conservation of Energy
The Company has always been conscious of the need for conversation of energy and hasbeen sensitive in making progress towards this initiative. Adequate measures are alwaystaken to ensure optimum utilization and maximum possible saving of energy at the officesand units of the Company.
The Company constantly improves an and installs various energy saving devices. TheCompany replaces old electrical device and has been re-organizing production process byintroducing improved systems which also conserves energy.
B. Technology Absorption
The Company committing itself research and developments activities has always played animperative role for cast - effective expansion of business developments and the Companycontinues to integrate the latest proficients technology innovations and improvements asintroduced and suitable to the manufacturing operation carried out by the Company.
C. Foreign Exchange Earning & Outgo
* FOB Value of Exports & CIF Value of Imports.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company has in place a mechanism to identify assess monitor and mitigatevarious risks towards the key objectives of the Company. Major risk identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuing basis.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
There is no change in the Composition of the Board of Directors during the year.
Mr. Mukesh Kacholia Managing Director (DIN: 00376922) retires from the Board byrotation and being eligible offer himself for reappointment. The above is subject toapproval of the Members in the ensuing Annual General Meeting.
The Directors and Key Managerial Personnel of the Company are summarized below:
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company Mr. Rajendra Gordhandas Nawal and Mr. VijayNichani have confirmed to the Board that they meet the criteria of Independence asspecified under Section 149 (6) of the Companies Act 2013 and qualify to be IndependentDirectors. They have also confirmed that they meet the requirements of IndependentDirectors as mentioned under regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The confirmations were noted by the Board.
FORMAL ANNUAL EVALUATION PROCESS BY BOARD
Pursuant to the provisions of Companies Act 2013 and rules made there under the Boardhas carried the evaluation of its own performance performance of individual DirectorsBoard Committees including the Chairman of the Board on the basis of attendancecontribution and various criteria as recommended by the Nomination and RemunerationCommittee of the Company. The evaluation of the working of the Board its CommitteesExperience and Expertise Performance of Specific duties and obligations etc. were carriedout. The Directors expressed their satisfaction with the evaluation process and outcome.
The performance of each of the Non Independent Directors (including the Chairman) wasalso evaluated by the Independent Directors at the separate meeting held of IndependentDirectors of the Company.
NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS
As per proviso to Rule 4(1) of the Companies (Indian Accounting Standards) Rules 2015notified vide Notification No.G.S.R.111(E) on 16<h February 2015 Companieswhose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue ofCapital and Disclosure Requirements) Regulations 2009 are exempted from the compulsoryrequirement of adoption of IND-AS w.e.f. 1st April 2017.As your Company is alsolisted on SME (EMERGE) Platform of NSE Limited is covered under the exempted category andis not required to comply with IND-AS for preparation of Financial Statements beginningwith period on and after 1st April 2017.
Since the Company's securities are listed on emerge SME platform of NSE by virtue ofRegulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015the Compliance with the Corporate Governance provisions as specified in Regulations 17 to27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and para C D and E ofSchedule V are not applicable to the Company. Hence Corporate Governance does not formpart ofthis Board Report.
However as per Para (F) of the schedule V of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 the Company do have and is not required to have dematssuspense account neither claimed suspense accounts.
SUBSIDIARIES. JOINT VENTURE AND ASSOCIATE COMPANIES
During the Financial Year 2018-19 the Company does not have any Associate Company butit has two Subsidiary Companies pursuant to section 2(87) (i) & (ii) of Companies Act2013 as follows:
(i) Shaan Agro Oils & Extractions Private Limited
(ii) Biograin Protinex Private Limited
Both the Companies are 100% wholly owned subsidiaries. Therefore the disclosure in theForm AOC-1 is attached as ANNEXURE-3. DEPOSITS
As per Section 73 of the Companies Act 2013 the Company has neither accepted norrenewed any deposits during the financial year. Further the Company has not defaulted inrepayment of deposits or payment of interest during the financial year.
Details ofmoney accepted by the Directors of the Company:
Pursuant to the provisions of Rule 2(1)(c) (viii) of the Companies (Acceptance ofDeposits) Rules 2014 the Directors of the Company have not accepted any deposits duringthe financial year.
M/s. Muchhal & Gupta Chartered Accountants (FRN No. 004423C) was appointed asStatutory Auditors of the Company at the 3 rd AGM held on 30* September 2014till the conclusion of 8th AGM to be held in 2019 subject to ratification oftheir appointment by the Members at every intervening Annual General Meeting heldthereafter. It is proposed to re-appoint M/s. Muchhal & Gupta Chartered Accountants(FRN No. 004423C) at this Annual General Meeting to hold the office from the conclusion ofthis Annual General meeting till the conclusion of the Thirteenth Annual General Meeting.A certificate has been received from the Auditors to the effect that their reappointmentif made would be within the limits prescribed under Section 139 of the Companies Act2013.
The Board appointed M/s. S. Ramanand Aiyar & Co. (Firm Registration Number:000990N) as Internal Auditor to conduct Internal Audit for the Financial Year 2018-19 atremuneration as decided by the Board of Directors of the Company.
The Board appointed M/s. Archna Maheshwari & Co. Practicing Company Secretariesto conduct Secretarial Audit for the Financial Year 2018-19. The Secretarial Audit Reportfor the Financial Year ended 31st March 2019 is annexed herewith marked as ANNEXURE- 4 to this report. The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer.
A. Composition of Audit Committee
During the year under review there is no change in the composition of the AuditCommittee.
During the year under review meeting of Audit Committee was held on 28thMay 2018 4th September 2018 13th November 2018 and 4thMarch 2019 and the attendance records of the members of the Committee are as follows:
During the year all the recommendations made by the Audit Committee were accepted bythe Board.
B. Vigil Mechanism
Through vigil mechanism Company seeks to provide a mechanism for the Directors andemployees to disclose their concerns and grievances on unethical behavior andimproper/illegal practices and wrongful conducts taking place in the Company forappropriate action. Through this mechanism the Company provides necessary safeguards toall such persons for making sheltered disclosures in good faith.
During the year under review no protected disclosure concerning any reportable matterin accordance with the Vigil Mechanism was received by the Company.
The Vigil Mechanism may be accessed on the Company's website at thelink:www.shanttioverseas.com and the same has also been disclosed under ANNEXURE - 5.
C. Composition of Nomination and Remuneration Committee
During the year under review there is no change in the composition of the Nominationand Remuneration Committee.
During the year under review Meeting of Nomination & Remuneration committee washeld an 28th May 2018 and the attendance records of the members of thecommittee are as follows :
The policy of Nomination and Remuneration Committee has been placed on the Website ofthe Company at www.shantioverseas.com and the salient features of the same have beendisclosed under ANNEXURE- 6.
D. Composition of Stakeholders Relationship Committee
During the year under review there is no change in the composition of the StakeholdersRelationship Committee
During the year under review meeting of Stakeholders Relationship Committee was heldon 28th May 2018 4th September 2018 13th November2018 and 4th March 2019 and the attendance records of the members of theCommittee are as follows:
E. Composition of Corporate Social Responsibility Committee.
During the year under review there is no change in the composition of the corporatesocial responsibility committee.
During the year under review meeting of CSR committee was held on 13<hNovember 2018 and the attendance records of the members of the committee are as follows :
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators/ Courts/ Tribunalsimpacting the going concern status of the Company and its future operations.
A. Provisions of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees.
The Company has not made any provisions of money for purchase of its own shares byemployees or by trustees for the benefit of employees as per Rule 16(4) of Companies(Share Capital and Debentures) Rules 2014.
B. Issue of Sweat Equity Shares
The Company has not issued any sweat equity shares during the financial year inaccordance with the provisions of Section 54 of Companies Act 2013 read with Rule 8(13)of the Companies (Share Capital and Debentures) Rules 2014.
C. Issue of Equity Shares with Differential Rights:
The Company has not issued any equity shares with differential voting rights during thefinancial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014
D. Issue of Employee Stock Options:
The Company has not issued any employee stock option during the financial year as perRule 12(9) of Companies (Share Capital and Debentures) Rules 2014
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT 2013
There Company has always been committed to provide a safe and conducive workenvironment to its employees. Your Directors further state that during the year underreview there were no cases filed pursuant to the Sexual Harassment of Women atworkplace(Prevention Prohibition and Redressal) Act 2013.
PARTICULARS OF EMPLOYEES
The Company has no employee who is in receipt of remuneration of Rs.850000 /- permonth and hence the Company is not required to give information under sub rule 2 and 3 ofRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
Further the following details form part of ANNEXURE - 7 to the Board Report:
Pursuant to Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014 statement containing the names and other particulars of top tenemployees in terms of Remuneration drawn by them in ANNEXURE-7.
Disclosure under Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 ANNEXURE-7.
LISTING WITH STOCK EXCHANGES
At present the equity shares of the Company are listed on the Emerge-the SME GrowthPlatform of National Stock Exchange at Mumbai with effect from 3rd August2017.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of the SEBI(Listing Obligations and Disclosure Requirements) Regulations2015 forms anintegral part of this report and provides the Company's Current working and futureoutlook of as per ANNEXURE - 8.
NON -DISQUALIFICATION OF DIRECTOR
All the Directors of the Company are non-disqualified and certificate for the same fromthe Practicing Company Secretary in ANNEXURE - 9.
PREVENTION OF INSIDER TRADING
In View of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading & securities by the Directors and Designated Employees of the Company.
The Code requires Trading Plan preclearance for dealing in the company's shares andprohibits the purchase or sale of Company's shares by the Directors and the DesignatedEmployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed.
Your Directors would like to express their sincere appreciation for the cooperation andassistance received from the Bankers Regulatory Bodies Stakeholders including FinancialInstitutions Suppliers Customers and Other business associates who have extended theirvaluable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executive officers and staff at alllevels of the Company. We look forward for the continued support of every stakeholder inthe future.