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Sheetal Cool Products Ltd.

BSE: 540757 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE501Y01019
BSE 14:20 | 09 Dec 283.00 -13.00
(-4.39%)
OPEN

299.90

HIGH

304.80

LOW

283.00

NSE 05:30 | 01 Jan Sheetal Cool Products Ltd
OPEN 299.90
PREVIOUS CLOSE 296.00
VOLUME 8000
52-Week high 304.80
52-Week low 119.20
P/E 98.95
Mkt Cap.(Rs cr) 297
Buy Price 285.00
Buy Qty 800.00
Sell Price 290.00
Sell Qty 800.00
OPEN 299.90
CLOSE 296.00
VOLUME 8000
52-Week high 304.80
52-Week low 119.20
P/E 98.95
Mkt Cap.(Rs cr) 297
Buy Price 285.00
Buy Qty 800.00
Sell Price 290.00
Sell Qty 800.00

Sheetal Cool Products Ltd. (SHEETALCOOL) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present the 7th Annual Report togetherwith the Audited Financial Statement for the Financial Year ended on March 31 2020.

1. FINANCIAL RESULTS :

Sr. No. Particulars 2019-20 2018-19
1 Sales 25892.92 23362.54
2 Other Income 100.84 355.12
3 Total Income 25993.76 23717.66
4 Profit Before Depreciation Exceptional Items & Tax (PBDT) 2871.26 1455.46
5 Less: Depreciation 1586.30 1046.45
6 Profit Before Exceptional Items and Taxation 1284.96 840.59
7 Exceptional Items - 431.58
8 Profit Before Taxation (PBT) 1284.96 409.01
9 Less: Taxation (all Taxes) 304.01 202.17
10 Profit After Taxation (PAT) 980.95 206.84

2. STATE OF COMPANY'S AFFAIRS:

The Company has earned revenue from operation of Rs.5892.92 Lacs during the year endedon 31st March 2020 as against Rs. 23362.54 Lacs earned during the previous year ended on31st March 2019 giving a significant growth of 10.83 % as compared to previous year. TheCompany has also earned other income of Rs. 100.84 Lacs during the year under review asagainst Rs.355.12 Lacs earned during the previous year.

The Company earned Profit Before Tax (PBT) of 4.96% of sales during the year ended on31st March 2020 against 1.75% of previous year ended on 31st March 2019.

The Company earned Profit After Tax (PAT) of 3.78% of sales during the year ended on31st March 2020 against 0.88% of previous year ended on 31st March 2019.

There are no material changes and commitment occurred during the period which affectsthe financial position of the company.

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

3. DIVIDEND: No dividend has been recommended by the Board of Directors for thefinancial year ended 31st March 2020.

4. CONSERVATION OF ENERGY RESEARCH AND DEVLOPMENT TECHNOLOGY ABSORPTION FOREIGNEARNINGS AND OUTGO:

The Information relating to the Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo required under Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed to thisReport as an Annexure- A and forming part of this Report.

5. SEGMENT REPORTING:

The Company used to show segment results for two of its segments - "Milk and MilkProducts" and "Namkeen Products". For FY 2019-20 the Namkeen segment isrequired to be bifurcated separately as per the threshold limits of AS-17 SegmentReporting. Segment report is separately reported toBom- bay stock exchange (BSE) and underfinancial statements.

6. SUBSIDIARIES ASSOCIATE AND JOINT VENTURE:

Company doesn't have any subsidiaries associate and joint venture company underreview.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company has formulated its Policy on CSR in accordance with Schedule VII of theCompanies Act 2013 and the details of the composition of the Committee are covered in theCorporate Governance Report. Company spent amount towards CSR activities during the year.Report on CSR activities is annexed as Annexure-B and forming part of this Report. TheBoard has approved Policy on CSR which has been uploaded on the Company's website atwww.scpl- co.com.

8. QUALITY:

Company has continued emphasis on Research & Development. A dedicated QualityAssurance ("QA") team is monitoring product quality. Company strives to beindustry leader by adopting modern technology.

9. INSURANCE:

All assets of the Company including Building Plant & Machinery Stocks etc.wherever necessary and to the extent required have been adequately insured.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

10.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period of this report Ms. Neelam N. Ahuja has resigned from the position ofthe Company Secretary and Compliance Officer of the Company with effect from the closinghours of 31 May 2019.

Ms. Juhi Chaturvedi the member of the Institute of Company Secretaries of India (ICSI)has been appointed as Company Secretary & Compliance Officer of the Company witheffect from 8th October 2019.

Ms. Shweta Savaliya has resigned from the position of Chief Financial Officer (CFO) ofthe Company with effect from 5th March 2020.

Ms. Jinal R. Naria has been appointed as Chief Financial Officer (CFO) of the Companywith effect from 6th March 2020.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethereunder Mr. Dakubhai J Bhuva Non-Executive Non-Independent Director of the Companyshall retire by rotation at this Annual General Meeting and being eligible offer himselffor re-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/Annexures to the Notice of the Annual General Meeting.

10.2 COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declarations to the Company underSection 149 (7) of the Act that they meet the criteria of independence as provided inSub-Section 6 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 annual evaluation of its own performance itsCommittees and individual Directors pursuant to the requirements of the Act and theListing Regulations.

Further the Independent Directors at their exclusive meeting held 5th March 2020during 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 of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The details of the Nomination and Remuneration Policy are covered in theCorporate Governance Report. The said policy has also been uploaded on the Company'swebsite at www.scplco.com

10.5 MEETINGS:

During the year Six (6) Board Meetings and Five (5) Audit Committee Meetings wereconvened and held the details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 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 and various Committees of Directors are available onthe Company's website at www.sheetalice- cream.com

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the note no. 5 to the Financial Statements.

12. RELATED PARTY TRANSACTIONS:

Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure- Cin the prescribed Form - AOC-2 and the same forms part of this report. All related partytransactions are placed before the Audit Committee and Board of the Company for review andapproval or Omnibus approval as permitted under law. Transactions with related parties asper requirements & Accounting Standard 18 are disclosed in the notes to accountsannexed to the financial statements. Company's Policy on Related Party Transactions asadopted by your Board can be accessed on the Company's website at www.scplco.com.

13. PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are enclosed with this report as Annexure-D.

The Statement of particulars of employees under Section 197(12) read with Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided with as during the financial year under review no employee of the Companyincluding Managing Director was in receipt of remuneration in excess of the limits set outin the said rules.

14. HUMAN RESOURCES:

Your Company believes that its employees are one of the most valuable assets of theCompany. During the year under review the Company organized various training programs atall level to enhance skill of the employees. As on 31st March 2020 total employeesstrength at SHEETAL COOL PRODUCTS is over 310. The employees are deeply committed to thegrowth of the Company.

15. VIGIL MECHANISM / WHISTLEBLOWER POLICY:

The Company has formulated Whistleblower Policy in conformity with the provisions ofSection 177(9) of the Companies Act 2013 and Listing Regulation to provide a mechanismfor any concerned person of the company to approach the Ethics Counselor/Chairman of theAudit Committee of the Company for the purpose of dealing with instance of fraud andmismanagement if any and also ensure that whistleblowers are protected from retributionwhether within or outside the organization. The details of the Whistle Blower Policy areexplained in the Corporate Governance Report and also posted on the Company's website atwww.scplco.com

16. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) of the Companies Act 2013 an extract ofannual return is annexed hereto as Annexure-E and forms part of this report.

17. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. Thakrar &Associates Company Secretary (CP: 16856) Rajkot Gujarat has been appointed as theSecretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year2020-21. The Secretarial Audit Report for the Financial Year 2019-20 is annexed herewithas Annexure-F and forms part of this report.

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

8. CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

Your Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set out by SEBI. As required underRegulation 34(3) read with Schedule V (C) of the Listing Regulations a CorporateGovernance report and the certificate as required under Schedule V (E) of the ListingRegulations from Statutory Auditors of the Company regarding compliance of conditions ofCorporate Governance are given in Annexure- G and Annexure- H respectively forming partof this report.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulatedunder Listing Regulation is annexed herewith as Annexure-I and forms part of this report.

20. COST AUDITORS:

In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Amendment Rules 2014 the Board of Directors on the recommendation ofthe Audit Committee have appointed M/s. Tadhani & Co. Cost Accountants Rajkot of theCompany for the Financial Year 2020-21 on a remuneration as mentioned in the Notice ofthe Annual General Meeting for conducting the audit of the cost records maintained by theCompany.

A Certificate from M M/s. Tadhani & Co. Cost Accountants has been received to theeffect that their appointment as Cost Auditor of the Company if made would be inaccordance with the limits specified under Section 141 of the Act and Rules framedthereunder. A resolution seeking Member's ratification for the remuneration payable toCost Auditor forms part of the Notice of the Annual General Meeting of the Company andsame is recommended for your consideration and approval.

21. STATUTORY AUDITORS:

M/s. H. B. Kalaria & Associates. Chartered Accountants Statutory Auditors of theCompany having firm registration number 104571W were appointed as Statutory Auditors atAGM pertaining to the FY 2018-19 held on 28th September 2019 for the financial year2019-20.The Board of Directors at their meeting held on 2nd December 2020 after receivingrecommendation from the audit Committee re-appointed M/s H. B. Kalaria & associatesChartered Accountants as Statutory Auditor to hold office from the conclusion of the 7thAnnual General Meeting (AGM) of the Company held on 28th December 2020 till the conclusionof the 12th Annual General Meeting to be held in the year 2025. As required under ListingRegulation the auditors have also confirmed that they hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India. The Company hasreceived consent letter from M/s H. B. Kalaria & Associates Chartered Accountantsdated on 23rd November 2020 for the eligibility to carry out Statutory Audit of theCompany for the period of five years..

The observations made in the Auditor's 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 internal financial controls with reference tofinancial statements. The Company has adopted an Internal Financial Control Frameworkpolicy and Procedure document in FY 2019-20 to ensure orderly and efficient conduct of thebusiness accuracy and completeness of the accounting records and timely preparation offinancial reports. The policy & procedure framework is supported by the ERP system.The ERP system used by the company developed is consistent with Accounting Standards andFinancial Control Requirements.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations during the yearunder review.

24. CHANGE IN THE NATURE OF BUSINESS:

During the year under review there was no change in the nature of business of theCompany and there is no material change and/or commitments affecting the financialposition of the Company during the period from 31st March 2020 till the date of thisreport.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) and 134 (5) of the Companies Act 2013 that:

a. in the preparation of the annual financial statements for the year ended 31st March2020 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if applicable;

b. for the Financial Year ended March 31 2020 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. RISK MANAGEMENT:

The Company has been addressing various risks impacting the Company and details of thesame are provided elsewhere in this Annual Report in Management Discussion and Analysis.The Company has voluntarily framed risk management policy and the same has been approvedby the Audit Committee.

27. SEXUAL HARASSMENT POLICY:

Your Company has zero tolerance towards sexual harassment at the workplace and hasadopted a Policy on Sexual Harassment in line with the provisions of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules madethereunder. The said policy can be accessed on the Company's website atwww.sheetalicecream.com

28. CHANGE IN TAXATION ACT AND RULES:

The Government of India has enacted GST Act 2017 along with IGST Act 2017 SGST Act2017 and UTGST Act 2017 effective from 1st July 2017. Your company is in compliance withnew changes in GST law issued by Govt from time to time.

29. MATERIAL CHANGES AND COMMITMENTS IF ANY:

There is no any material change and commitment which have occurred between the end ofthe financial year and the date of the report which affect the financial position of theCompany.

30. DEPOSITS:

The Company has not accept- ed/renewed any deposits during the year.

31. COMPLIANCE OF SECRETARIAL STANDARD:

Your Company has complied with all Secretarial Standards issued by the Institute ofCompany Secretaries of India (ICSI) and approved by Central Government from time to time.

32. AUDIT COMMITTEE:

Composition of Audit Committee and details of the number of audit committee held duringthe financial year 2019-20 is shown herewith at Annexure-G under Corporate GovernanceReport. The Board has accepted all the recommendations and suggestions received from theAudit committee.

33. ACKNOWLEDGEMENTS:

Yours Directors take this opportunity to express their sincere appreciation for theexcellent support and co-operation extended by the shareholders customers suppliersbankers and other business associates. Your Directors gratefully acknowledge the on-goingco-operation and support provided by the Central and State governments and all RegulatoryAuthorities. Your Directors also place on record their deep sense of appreciation to allemployees for their dedicated services rendered at various levels.

By Order of the Board of Directors
For SHEETAL COOL PRODUCTS LIMITED
Place: Amreli (Bhupatbhai D Bhuva)
Date: December 02 2020 MANAGING DIRECTOR

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