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Sheetal Cool Products Ltd.

BSE: 540757 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE501Y01019
BSE 00:00 | 23 Aug 103.40 0.90
(0.88%)
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104.00

HIGH

104.00

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NSE 05:30 | 01 Jan Sheetal Cool Products Ltd
OPEN 104.00
PREVIOUS CLOSE 102.50
VOLUME 4000
52-Week high 181.00
52-Week low 93.00
P/E 17.01
Mkt Cap.(Rs cr) 109
Buy Price 83.10
Buy Qty 800.00
Sell Price 110.00
Sell Qty 800.00
OPEN 104.00
CLOSE 102.50
VOLUME 4000
52-Week high 181.00
52-Week low 93.00
P/E 17.01
Mkt Cap.(Rs cr) 109
Buy Price 83.10
Buy Qty 800.00
Sell Price 110.00
Sell Qty 800.00

Sheetal Cool Products Ltd. (SHEETALCOOL) - Director Report

Company director report

Dear Shareholders

The Directors of your Company are pleased to present the 5 Annual Report togetherwith the Audited Financial Statement for the financial year ended on March 31 2018.

1. FINANCIAL RESULTS:

(Rupees in Lacs)

Particulars

2017-18

2016-17

1 Sales

20697.08

15450.74

2 Other Income

54.19

12.14

3 Total Income

20751.28

15462.88

4 Profit Before Depreciation & Tax (PBDT)

1332.72

709.66

5 Less: Depreciation

697.26

370.23

6 Profit Before Taxation (PBT)

635.46

339.43

7 Less: Taxation (all Taxes)

224.69

87.32

8 Profit After Taxation (PAT)

410.77

252.11

9 Add: Balance brought forward from last year

371.44

119.33

10 Amount Available for Appropriation

-

-

Appropriations:
(a) Interim Dividend

-

-

(b) Proposed Dividend

-

-

(c) Corporate Dividend Tax

-

-

(d) General Reserve

-

-

(e) Balance to be carried forward

532.21*

371.44

*During the financial year 2017-18 Company has issued 25 lacs shares of Rs. 10 each asbonus shares vide Board of Directors meeting held on 5th September 2017. Hence differenceof Rs. 2.5 Cr has been capitalized.

2. STATE OF COMPANY'S AFFAIRS:

1. The Company has earned revenue from operation of Rs. 20697.08 Lacs during the yearended on 31st March 2018 as against Rs. 15450.74 Lacs earned during the previous yearended on 31st March 2017 giving a vertical growth of 34% as compared to previous year.The Company has also earned other income of Rs. 54.19 Lacs during the year under review asagainst Rs.12.14 Lacs earned during the previous year.

The Company earned Profit Before Tax (PBT) of 3.06 % against 2.19 % of previous yearduring the year ended on 31st March 2018 as compared to previous year ended on 31stMarch 2017 Profit After Tax (PAT) of 1.97 % against 1.63 % of previous year during theyear ended on 31st March 2018 as compared to previous year ended on 31st March 2017respectively.

There is no material changes and commitment occurred during the period which affect thefinancial position of the company.

Further there is no change in the nature of business of the company.

3. DIVIDEND: No dividend has been recommended by the Board of Directors forthe financial year ended 31st March 2018.

4 CONSERVATION OF ENERGY RESEARCH AND DEVLOPMENT TECHNOLOGY ABSORPTIONFOREIGN EARNINGS AND OUTGO: The Information relating to the Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo required under Section134(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 is annexed to this Report as an Annexure- A and forming part of this Report.

5. SEGMENT REPORTING: The Company is engaged in the business of Milk &Milk products and Namkeen Products hence Accounting Standard (AS) 17 for SegmentReporting is applicable to the Company.

6. SUBSIDIARIES ASSOCIATE AND JOINT VENTURE: Company don't have anysubsidiaries associate and joint venture company under review.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR): Under review of financial year2017-18 Company don't have any statutory liability to pay any amount towards CSRactivities as per Section 135 of the Companies Act 2013. Details of CSR activities doneon voluntary basis is below under Corporate Governance Report.

8. QUALITY: Your Company has continued emphasis on Research &Development. A dedicated Quality Assurance (QA)team is monitoring product quality. Your Company strives to be industry leader by adoptingmodern technology.

9. INSURANCE: All assets of the Company including Building Plant &Machinery Stocks etc. wherever necessary and to the extent required have beenadequately insured.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

10.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period of this report Mr. Dakubhai J Bhuva has been re-appointed asNon-Executive Non-Independent Director of the Company vide Board of Directors meeting heldon September 5 2017.

Mr. Bhupatbhai D Bhuva has been appointed as Managing Director vide Board of Directorsmeeting held on September 5 2017 and shareholders have approved their appointment at 4thAnnual General Meeting held on September 23 2017.

Mr. Dineshbhai D Bhuva has been appointed as Whole Time Director vide Board ofDirectors meeting held on September 5 2017 and shareholders have approved theirappointment at 4th Annual General Meeting held on September 23 2017.

Mr. Sanjaybhai D Bhuva has been appointed as Whole Time Director vide Board ofDirectors meeting held on September 5 2017 and shareholders have approved theirappointment at 4th Annual General Meeting held on September 23 2017.

Mrs. Kiran Gajera has been appointed as Independent Director vide Board of Directorsmeeting held on September 5 2017 and shareholders have approved their appointment at 4thAnnual General Meeting held on September 23 2017.

Mr. Ajay Mandanka has been appointed as Independent Director vide Board of Directorsmeeting held on September 5 2017 and shareholders have approved their appointment at 4thAnnual General Meeting held on September 23 2017.

Ms. Shweta Savaliya has been appointed as Chief Financial Officer of the Company videBoard of Directors meeting held on September 5 2017.

Mr. Dhaval P Ghetia has been appointed as Company Secretary & Compliance Officerof the Company vide Board of Directors meeting held on September 5 2017.

Mr. Dhaval P Ghetia has resigned from his position of Company Secretary &Compliance Officer of the Company dated March 24 2018 due to his other commitments andresignation has been accepted by the board of Directors meeting held on 29th March 2018.

Ms. Neelam N Ahuja has been appointed as Company Secretary & Compliance Officer ofthe

Company vide Board of Directors meeting held on 29th March 2018.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethereunder Mr. Bhupatbhai D Bhuva Managing Director of the Company shall retire byrotation at this Annual General Meeting and being eligible offer himself forre-appointment. The Members are requested to consider his re-appointment.

Necessary resolutions relating to Directors who are seeking appointment / reappointmentare included in the Notice of Annual General Meeting. The relevant details of the saidDirectors are given in the Notes/annexure to the Notice of the Annual General Meeting.

10.2 COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS: AllIndependent Directors of the Company have given declarations to the Company under Section149 (7) of the Act that they meet the criteria of independence as provided in Sub-Section6 of Section 149 of the Act and also under the Listing Regulations.

10.3 FORMAL ANNUAL EVALUATION: The Board of Directors has carried out an annualevaluation of its own performance its Committees and individual Directors pursuant to therequirements of the Act and the Listing Regulations.

Further the Independent Directors at their exclusive meeting held 30th January 2018during the year reviewed the performance of the Board its Chairman and Non-ExecutiveDirectors and other items as stipulated under the Listing Regulations.

10.4 NOMINATION AND REMUNERATION POLICY: The Board has on the recommendation ofthe Nomination & Remuneration Committee framed a policy for selection and appointmentof Directors Senior Management and their remuneration. The details of the Nomination andRemuneration Policy are covered in the Corporate Governance Report. The said policy hasalso been uploaded on the Company's website at www.sheetalicecream.com

10.5 MEETINGS: During the year Ten (10) Board Meetings and Two (2) Audit CommitteeMeeting were convened and held the details of which are given in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013.

10.6 COMMITTEES OF THE DIRECTORS: The details of various committees of Directorsconstituted under various provisions of Companies Act 2013 and Rules made thereundertheir constitution terms of reference and other details are provided in the CorporateGovernance Report.

Compositions of Board of Directors andvarious Committees of Directors are available on the Company's website atwww.sheetalicecream.com

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS: Details of Loans Guaranteesand Investments covered under the provisions of Section 186 of the Companies Act 2013are given in the notes to the Financial Statements if any.

12. RELATED PARTY TRANSACTIONS: Information on transactions with related partiespursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)Rules 2014 are given in Annexure- C in the prescribed Form AOC-2 and the same forms partof this report. All related party transactions are placed before the Audit Committee andBoard of the Company for review and approval or Omnibus approval as permitted under law.Transactions with related parties as per requirements Accounting Standard 18 disclosed inthe notes to accounts annexed to the financial statements. Your Company's Policy onRelated Party Transactions as adopted by your Board can be accessed on the Company'swebsite at www.sheetalicecream.com

13. PARTICULARS OF EMPLOYEES: The Disclosures pertaining to remuneration and otherdetails as required under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are enclosed with thisreport as Annexure- D.

The Statement of particulars of employees under Section 197(12) read with Rule 5 (2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is not provided with as during the financial year under review no employee of theCompany including Managing Director was in receipt of remuneration in excess of the limitsset out in the said rules.

14. HUMAN RESOURCES: Your Company believes that its employees are one of the mostvaluable assets of the Company. During the year under review the Company organizedvarious training programs at all level to enhance skill of the employees. As on 31stMarch 2018 total employees strength at SHEETAL COOL PRODUCTS LIMITED is over 140(Excludes Worker & Contractor). The employees are deeply committed to the growth ofthe Company.

15. VIGIL MECHANISM / WHISTLEBLOWER POLICY: The Company has formulatedWhistleblower Policy in conformity with the provisions of Section 177 (9) of the CompaniesAct 2013 and Listing Regulation to provide a mechanism for any concerned person of thecompany to approach the Ethics Counselor/ Chairman of the Audit Committee of the Companyfor the purpose of dealing with instance of fraud and mismanagement if any and alsoensure that whistleblowers are protected from retribution whether within or outside theorganization. The details of the Whistle Blower Policy are explained in the CorporateGovernance Report and also posted on the Company's website at www.sheetalicecream.com

16. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of section 92 (3) of theCompanies Act 2013 an extract of annual return is annexed hereto as Annexure- E andforms part of this report.

17. SECRETARIAL AUDITORS: Pursuant to the provisions of Section 204 of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 M/s. BPP & Co Company Secretaries (ACS47312 COP: 19902)Pune have been appointed as the Secretarial Auditors to conduct the Secretarial Audit ofthe Company for the Financial Year 2017-18. The Secretarial Audit Report for the FinancialYear 2017-18 is annexed herewith as Annexure- F and forms part of this report.

The observations made in the Secretarial Audit Report are self-explanatory andtherefore do not call for any further comments under Section 134(3) (f) of the CompaniesAct 2013.

18. CORPORATE GOVERNANCE REPORT AND CERTIFICATE: Your Company is committed tomaintain the highest standards of Corporate Governance and adheres to the CorporateGovernance requirements set out by SEBI. As required under Regulation 34 (3) read withSchedule V (C) of the Listing Regulations a Corporate Governance report and thecertificate as required under Schedule V (E) of the Listing Regulations from StatutoryAuditors of the Company regarding compliance of conditions of Corporate Governance aregiven in Annexure- G and Annexure- H respectively forming part of this report.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and AnalysisReport for the year under review as stipulated under Listing Regulation is annexedherewith as Annexure- I and forms part of this report.

20. COST AUDITORS: In terms of the provisions of Section 148 of the Companies Act2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014 Company havemade cost compliance records till financial year 2017-18. Now from financial year 2018-19as per Section 148 of the Companies Act 2013 read with the Companies (Cost Records andAudit) Amendment Rules 2014 Company is required to get cost audit audited by Costaccountants for this reason the Board of Directors on the recommendation of the AuditCommittee have appointed M/s. Tadhani & Co. Cost Accountants Rajkot as Cost Auditorof the Company for the Financial Year ending March 31 2019 on a remuneration asmentioned in the Notice of Annual General Meeting for conducting the audit of the costrecords maintained by the Company.

21. STATUTORY AUDITORS: M/s. A. B. Kothiya & Co Chartered Accountants haveresigned from their position of Statutory Auditors of the Company dated 20th August 2018due to not holding valid certificate issued by the Peer Review Board of the ICAI.

Accordingly the Audit Committee and the Board of Directors respectively at theirmeeting held on 29th August 2018 have recommended the appointment of M/s. H. B. Kalaria& Associates Chartered Accountants (FRN: 104571W) as Statutory Auditor of theCompany to hold office from this Annual General Meeting till the conclusion of 6th AnnualGeneral Meeting.

M/s. H.B. Kalaria & Associates Chartered Accountants having firm registrationnumber 104571W has given consent to act as Statutory Auditors of the Company confirmingthat their appointment if made would be in accordance with the provision of Section 139and 140 of the Companies Act 2013 read with the Companies (Audit & Auditors) Rules2014 and Listing Regulation.

Your Directors recommend their appointment as Statutory Auditors of the Company forF..Y 2018-19.

The observations made in the Auditors' Report are self-explanatory and therefore donot call for any further comments under Section 134(3)(f) of the Companies Act 2013.

22. INTERNAL FINANCIAL CONTROLS: The Company has in place adequate internalfinancial controls with reference to financial statements. The Company has adopted anInternal Financial Control Framework policy and Procedure document in FY 2017-18 to ensureorderly and efficient conduct of the business accuracy and completeness of the accountingrecords and timely preparation of financial reports. The policy & procedure frameworkis supported by the ERP system. The ERP system used by the company developed in-house isconsistent with Accounting Standards and Financial Control Requirements.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There wereno significant material orders passed by the Regulators / Courts which would impact thegoing concern status of the Company and its future operations during the year underreview.

24. CHANGE IN THE NATURE OF BUSINESS: During the year under review there was nochange in the nature of business of the Company and there is no material change and/orcommitments affecting the financial position of the Company during the period from 31stMarch 2018 till the date of this report.

25. DIRECTORS' RESPONSIBILITY STATEMENT: To the best of their knowledge and beliefand according to the information and explanations obtained by them your Directors makethe following statements in terms of Section 134(3)(c) and 134 (5) of the Companies Act2013 that:

a. in the preparation of the annual financial statements for the year ended March 312018 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if applicable;

b. for the Financial Year ended March 31 2018 such accounting policies as mentionedin the Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company at the end of the Financial Year and of theProfit and Loss of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the Annual Financial Statements have been prepared on a going concern basis;

e. proper internal financial controls are in place and such internal financial controlsare adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and are adequate and operating effectively.

26. CONVERSION OF PRIVATE LIMITED TO PUBLIC LIMITED COMPANY: The Company havereceived certificate from Registrar of Companies (ROC) Ahmedabad dated August 10 2017for conversion of Sheetal Cool Products Private Limited to Sheetal Cool Products Limited.

27. LISTING WITH STOCK EXCHANGE: Sheetal Cool Products Limited got its shareslisted on SME platform of the BSE Limited on October 30 2017.

28. RISK MANAGEMENT: The Company has been addressing various risks impacting theCompany and details of the same are provided elsewhere in this Annual Report in ManagementDiscussion and Analysis. The Company has voluntarily framed risk management policy and thesame has been approved by the Audit Committee.

29. SEXUAL HARASSMENT POLICY: Your Company has zero tolerance towards sexualharassment at the workplace and has adopted a Policy on Sexual Harassment in line with theprovisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules made thereunder. The said policy can be accessed on theCompany's website at www.sheetalicecream.com

30. CHANGE IN TAXATION ACT AND RULES: The Government of India has enacted GST Act2017 along with IGST Act 2017 SGST Act 2017and UTGST Act 2017 effective from 1st July2017. Your company has implemented necessary changes as per new law as amended by time totime.

31. MATERIAL CHANGES AND COMMITMENTS IF ANY: There is no any material change andcommitment which have occurred between the end of the financial year and the date of thereport which affect the financial position of the Company.

32. DEPOSITS: The company has not accepted/renewed any deposits during the year.

33. COMPLIANCE OF SECRETARIAL STANDARD: Your company have complied all SecretarialStandard issued by the Institute of Company Secretaries of India and approved by CentralGovernment from time to time.

34. AUDIT COMMITTEE: Composition of Audit Committee and details of number of auditcommittee held during the financial year 2017-18 is shown herewith at Annexure G underCorporate Governance Report. The Board has accepted all the recommendation and suggestionsreceived from Audit Committee.

35. ACKNOWLEDGEMENTS: Yours Directors take this opportunity to express theirsincere appreciation for the excellent support and co-operation extended by theshareholders customers suppliers bankers and other business associates. Your Directorsgratefully acknowledge the ongoing co-operation and support provided by the Centraland State governments and all Regulatory Authorities. Your Directors also place on recordtheir deep sense of appreciation to all employees for their dedicated services rendered atvarious levels.

For and on behalf of the Board of Directors
For SHEETAL COOL PRODUCTS LIMITED
Place : Amreli (Bhupatbhai D Bhuva)
Date : August 29 2018 Managing Director

ANNEXURE- A TO THE BOARD'S REPORT:

Information under Section 134(3) (m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING

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 Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as under.

a) Conservation of Energy:

the steps taken or impact on conservation of energy No specific measures were taken.
However all efforts are made to conserve and optimize use of energy with continuous monitoring improvement in maintenance and distribution system and through improved operational techniques.
Steps taken for utilizing alternate sources of energy With the view of reduction of specific energy consumption across the manufacturing units the Company has made evaluation of other sources of energy such as wind energy which is also in progress. Further the Company s Offices are structured such that there is maximum of natural lights as compared to commercial source of electricity.
The Company is also in process to have green and clean energy by way of Solar power plant.
Capital investment on energy conservation equipments Details of capital investment on energy conservation equipments are provided under the financial statements.

b) Technology absorption:

Efforts made for technology absorption No new technology is absorbed by the Company as Company is equipped in well manner with all the required technologies and resources that it requires in order to have smooth functioning of business operations.
Benefits derived Not Applicable
Expenditure on Research & Development if any No Research and development was carried out during the year under report.
Details of technology imported if any NIL
Year of import Not Applicable
Whether imported technology fully absorbed Not Applicable
Areas where absorption of imported technology has not taken place if any Not Applicable

c) Foreign exchange earnings / Outgo-

PARICULARS

2017 2018

Earnings

NIL

Outflow (including Capital imports)

NIL

 

For and on behalf of the Board of Directors
For SHEETAL COOL PRODUCTS LIMITED
Place : Amreli (Bhupatbhai D. Bhuva)
Date : August 29 2018 Managing Director