SHILP GRAVURES LIMITED
Your Directors have pleasure in presenting the 25th Annual Report on the workingof the Company together with the Audited Accounts of the Company for the year ended on 31stMarch 2018.
1. FINANCIAL PERFORMANCE:
The Company has adopted the Indian Accounting Standards ("IND AS") w.e.f. 1stApril 2017 with a transition date of 1st April 2016. Accordingly results forthe year ended 31st March 2018 have been prepared in accordance with Ind ASprescribed under Section 133 of the Companies Act 2013. Previous periods figures havebeen restated as per Ind AS to make them comparable. The summarized financial highlight isdepicted below.
|Particulars ||For the year ended on 31st March 2018 ||For the year ended on 31st March 2017 |
|Revenue from Operations (Net of excise duty) ||6763.29 ||6464.23 |
|Other Income ||140.10 ||124.06 |
|Total Revenue ||6903.39 ||6588.29 |
|Operating expenses ||5295.47 ||4908.57 |
|Depreciation and Amortisation expenses ||658.57 ||607.01 |
|Finance Cost ||99.06 ||97.66 |
|Total Expenditure ||6053.10 ||5613.24 |
|Profit before Tax ||850.29 ||975.05 |
|Tax Expense || || |
|Current tax ||248.08 ||290.25 |
|Short provision for tax relating to prior years ||(1.17) ||(0.32) |
|Deferred tax ||(99.88) ||(25.64) |
|Net Profit for the year ||703.26 ||710.76 |
|Other Comprehensive Income (net of tax) ||(3.20) ||(9.83) |
|Total Comprehensive Income ||700.06 ||700.93 |
|Opening Balance of Retaining Earning ||3439.27 ||2852.16 |
|Amount available for appropriation ||4139.33 ||3553.09 |
|Appropriations: || || |
|Transfer to General Reserves ||25.00 ||25.00 |
|Dividend on Equity Shares ||92.25 ||73.80 |
|Tax on Dividend ||18.78 ||15.02 |
|Balance Carried to Balance Sheet ||4003.30 ||3439.27 |
2. REVIEW OF OPERATIONS:
The revenue from operations for the financial year 2017-18 at Rs. 6763.29/- Lacs (netof excise duty) was higher by 4.63% over last year (Rs. 6464.23/- Lacs in financial year2016-17- net of excise duty). Earnings before interest tax depreciation and amortisation("EBITDA") was Rs. 1607.92/- Lacs over EBITDA of Rs. 1679.72/- Lacs infinancial year 2016-17. Your Company has sustained its efforts to maintain profit for theyear 2017-18. Profit after tax ("PAT") for the year was Rs. 700.06/- Lacs overthe PAT of Rs. 700.93/- Lacs of financial year 2016-17.
Based on Company's performance for the financial year 2017-18 the Board of Directors("the Board") are pleased recommend for approval of the members a final dividendof Rs. 1.50 per share being 15% (previous year Rs. 1.50 per shares) on the face value ofRs. 10 per share on 6149800 Equity Shares of the Company to be appropriated from theprofits of the Company for the financial year 2017-18. The final dividend on equityshares if approved by the members would involve a cash outflow of Rs. 111.21/- Lacsincluding dividend tax.
4. TRANSFER TO RESERVES:
The Company proposes to transfer Rs. 25.00/- Lacs to the general reserve.
5. PUBLIC DEPOSITS:
During the year under review your Company has not accepted any public deposits withinthe meaning of Section 73 of the Companies Act 2013 read with rules made thereunder.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year under review the Company has not given any loan or provided guaranteesor made any investments as prescribed under Section 186 of the Companies Act 2013.
7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withrule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexedherewith as Annexure A.
8. CORPORATE GOVERNANCE:
A separate report on Corporate Governance compliance as stipulated by SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this AnnualReport along with the required certificate from a Statutory Auditors regarding complianceof the conditions of Corporate Governance as stipulated. In compliance with CorporateGovernance requirements your Company has formulated and implemented a Code of BusinessConduct and Ethics for all Board members and senior management personnel of the Companywho have affirmed the compliance thereto. A certificate of Chief Executive Officer andChief Financial Officer of the Company in terms of Listing Regulations inter aliaconfirming the correctness of the financial statements and Cash flow statements is alsoannexed.
Information required to be disclosed under Clause IV of Part II Section II of ScheduleV is provided in separate section of Corporate Governance Report. No service contractshave been executed with any directors except Mr. Ambar Patel.
9. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A detailed report on Management Discussion and Analysis as required under Schedule V ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is included asseparate section forming part of this Report. Certain statement of the said report may beforward looking. Many factors may affect the actual results which could be different fromwhat the directors envisage in terms of performance and outlook.
10. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 513709. The Company confirms that the annual listing fees to stock exchanges for thefinancial year 2018-19 have been paid.
11. DIRECTORS & KEY MANAGERIAL PERSONNEL:
(a) Retirement by Rotation
Mrs. Monica Kanuga (DIN: 06919996)
In accordance with the provisions of Companies Act 2013 and Articles of Association ofthe Company Mrs. Monica Kanuga (DIN: 06919996) is liable to retire by rotation at theensuing Annual General Meeting of the Company and being eligible offer herself forre-appointment. The Board recommends the appointment of Mrs. Monica Kanuga as Director ofthe Company retiring by rotation.
(b) Re-appointment of Mr. Ambar Patel (DIN: 00050042) as Managing Director
The term of office of Mr. Ambar Patel (DIN: 00050042) as Managing Director of theCompany expires on June 30 2018. The Board of Directors on the recommendation of theNomination and Remuneration Committee at their respective meetings held on April 282018 have accorded their approval to re-appoint Mr. Ambar Patel as Managing Director ofthe Company for a further period of three (3) years w.e.f. July 01 2018 subject to theapproval of Members of the Company at ensuing Annual General Meeting. His re-appointmentand remuneration is in terms of Section 196 197 198 and 203 read with Part II SectionII of Schedule V of the Companies Act 2013 and other applicable provisions of theCompanies Act 2013. The detailed terms and conditions including remuneration have beenmentioned in the Notice convening 25th Annual General Meeting. The Boardrecommends the appointment of Mr. Ambar Patel as Manager Director of the Company.
(c) Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as provided in Section 149(6)of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.
12. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
a) in the preparation of annual accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures;
b) the accounting policies have been applied consistently and reasonable and prudentestimates have been made so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year 2017-2018 and the profit of the Company for thatperiod;
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 Accounts have been prepared on a 'going concern basis';
e) the internal financial controls followed by the Company are adequate and has beenoperating effectively; and
f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and have been operating effectively.
13. MEETINGS OF THE BOARD:
The Board of Directors met 5 (Five) times during the year under review. The details ofthe Board Meetings and attendance of the Directors are provided in the CorporateGovernance Report which forms part of this Report.
14. COMMITTEES OF BOARD:
Details of various committees constituted by the Board of Directors as per theprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and Companies Act 2013 are given in the Corporate Governance Report which forms part ofthis report.
15. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE:
The Company has no subsidiary Associate or Joint Venture within the meaning of Section2(6) of Companies Act 2013 ("ACT").
16. WHISTLE BLOWER / VIGIL MECHANISM:
The Company has adopted a whistle blower policy and has established the necessary vigilmechanism for employees and directors to report concerns about unethical behaviour. Noperson has been denied access to the Chairman of the Audit Committee. The details of saidpolicy are available on the website of the Company at http://www.shilpgravures.com. Duringthe year under review there was no case of whistle blower. The provisions of this policyare in line with the provisions of Section 177(9) of the Companies Act 2013 and as perthe Regulation 22 read with Regulation 4(d) (iv) of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015.
17. CORPORATE SOCIAL RESPONSIBILITY:
Shilp has been proactively carrying out CSR activities in alignment with the vision ofthe Company. Shilp through its CSR initiatives continuous to enhance value creation inthe society and in the community in which it operates through its services conduct &initiatives so as to promote sustained growth for the society and community infulfillment of its role as Socially Responsible Corporate with environmental concern.
In compliance with requirements of Section 135 of the Companies Act 2013 the Companyhas laid down a CSR Policy. The composition of the Committee contents of CSR Policy andReport on CSR activities carried out towards supporting projects in eradication of hungerpromoting education healthcare during the financial year ended 31st March2018 in the format prescribed under Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as Annexure B.
18. POLICY ON NOMINATION AND REMUNERATION:
The contents of Nomination and Remuneration Policy of the Company prepared inaccordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 areprovided in the Corporate Governance Report. The Policy may be referred to at theCompany's website at http://www.shilpgravures.com.
19. BOARD EVALUATION:
The Board adopted a formal mechanism for evaluating its performance as well asperformance of individual Directors including the Chairman of the Board in compliancewith provisions of the Companies Act 2013 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The manner in which the evaluation has been carried outhas been explained in the Corporate Governance Report.
20. EXTRACT OF THE ANNUAL RETURN:
The extract of Annual Return required under Section 134(3(a) of the Companies Act 2013read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 in FormMGT - 9 is annexed herewith as Annexure C.
21. RELATED PARTY TRANSACTIONS:
All related party transactions entered into during the financial year were on arm'slength basis and were in the ordinary course of business and in compliance with theapplicable provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Your Company had not entered into any transactions withrelated parties which could be considered material in terms of Section 188 of theCompanies Act 2013. Hence there is no information to be provided as required underSection 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014. The Audit Committee reviews all related party transactionsquarterly. The Policy on Related Party Transactions of the Company is available on theCompany's website at http://www.shilpgravurs.com
22. INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements are adequateand commensurate with the size scale and complexity of its operation. The internalcontrols are tested for adequacy efficiency and effectiveness through audits by internalauditors and the observations corrective and preventive actions are reviewed by themanagement and Audit Committee of the Board of Directors. The internal auditor's teamcarries out extensive audits throughout the year across all locations and across allfunctional areas and submits its reports to the Audit Committee of the Board of Directorswhich reviews and approves annual internal audit plan. Audit Committee periodicallyreviews the performance of internal audit function.
During the financial year under review no material or serious observation has beenreceived from the Internal Auditors of the Company for inadequacy or ineffectiveness ofsuch controls.
23. INDIAN ACCOUNTING STANDARDS:
Your Company has adopted Indian Accounting Standards (Ind AS') with effect fromApril 1 2017 with a transition period of 1st April 2016 pursuant to Ministryof Corporate Affairs notification dated February 16 2015 notifying the Companies (IndianAccounting Standards) Rules 2015. The implementation of "IND AS" in 2017 willbe a major change process and the Company is well positioned to ensure a smoothtransition.
24. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.
25. TRANSFER OF UNCLAIMED EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF) SUSPENSE ACCOUNT:
MCA vide Notification dated September 5 2016 brought the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 ('IEPFRules') w.e.f. September 7 2016. Pursuant to the provisions of Section 124 and125 of the Companies Act 2013 and the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 all shares on which dividend has notbeen paid or claimed for seven (7) consecutive years or more shall be transferred to anInvestor Education and Protection Fund ('IEPF') suspense account (in the name of theCompany) with one of the Depository Participants as may be identified by the IEPFAuthority within thirty (30) days of such shares becoming due to be transferred to theIEPF. Accordingly in compliance with the provisions of said section and rules and
the Company had initiated the process and issued individual notices/reminders to the414 shareholders holding 51887 equity shares who have not claimed their dividends for thelast seven (7) consecutive years. Thereafter said shares had been transferred to InvestorEducation and Protection Fund Suspense Account "(IEPF Suspense Account)". TheStatement containing details of Name Address Folio No. Demat Account No. and No. ofshares transferred to IEPF Suspense Account is made available on Company's website athttp://www.shilpgravures.com.
26. EQUAL OPPORTUNITY EMPLOYER:
The Company has always provided a congenial atmosphere for work to all employees thatis free from discrimination and harassment including sexual harassment. It has providedequal opportunities of employment to all without regard to their caste religion colourmarital status and sex. The Company has also framed a Policy on "Prevention of SexualHarassment" at the workplace. There were no cases reported under the said Policyduring the year.
27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report as Annexure-D.
28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
(a) Statutory Auditors:
As per provisions of Section 139 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 the term of Deloitte Haskins & Sells (ICAI firmRegistration Number 117365W) Chartered Accountants Ahmedabad as the Statutory Auditorsof the Company expires at the conclusion of the ensuing Annual General Meeting (AGM) ofthe Company.
The Board of Directors of the Company at its meeting held on February 03 2018 on therecommendation of the Audit Committee has made its recommendation for appointment of M/s.Shah & Shah Associates Chartered Accountants Ahmedabad (Firm RegistrationNo.113742W) as the Statutory Auditors of the Company for a term of five consecutive yearsfrom the conclusion of 25th AGM of the Company till the conclusion of 30thAGM (subject to ratification of their appointment at every AGM) for approval ofshareholders of the Company. The Company has received a certificate that they satisfy thecriteria provided under Section 141 of the Companies Act 2013 and that the appointmentif made shall be in accordance with the applicable provisions of the Companies Act 2013and rules framed thereunder.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report. The notes on the financial statementreferred to in the Auditor's Report are self-explanatory and do not call for any furthercomments.
The Audit Committee and the Board of Directors wishes to place on record their deepappreciation for the professional services rendered by M/s. Deloitte Haskins & Sellsduring their long association with the Company while maintaining the ethical standards andzenithal level of governance.
(b) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with therules made thereunder your Company had appointed Mrs. Monica Kanuga Practicing CompanySecretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor financial year 2017-18 is annexed which forms part of this report as Annexure-E. Theremark of auditor will be adequately addressed.
(c) Internal Auditors:
The Board of Directors appointed M/s. KJP & Associates LLP Chartered Accountantsas Internal Auditors of the Company for the F. Y. 2017-18.
All the insurable interests of the Company including Inventories Buildings Plant& Machinery and Liabilities under legislative enactments are adequately insured.
The Company has maintained healthy cordial and harmonious relations at all levelsthroughout the year. We thank our customers vendors investors bankers for theircontinued support during the year. We place on record our appreciation of the contributionmade by our employees at all levels. Our consistent growth was made possible by their hardwork solidarity cooperation and support.
The Directors also take this opportunity to thank all Auditors Bankers ConsultantsInvestors Clients Government and Regulatory Authorities and Stock Exchanges for theircontinued support during the year and look forward to their continued support in thefuture.
| ||On the behalf of The Board of Directors |
| ||Ambar Patel ||Shailesh Desai |
|Place: Rakanpur ||(Managing Director) ||(Director) |
|Date: 28th April 2018 || || |
Annexure - A
Information required under Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 pertaining to Conservation of EnergyTechnology Absorption Foreign Exchange Earnings and Outgo for the year ended 31stMarch 2018:
(A) Conservation of Energy
(i) The steps taken or impact on Conservation of Energy :
|A. ||Replacement of Conventional 40 Watts Lighting Fixtures By LED Fixtures in following Areas and the saving observed was as follows: |
|i. ||Laser Area (36Wx2)X8Nos Tube Lamp Replaced by (24WX2) LED Lamps || |
| ||Total Saving / Day ||576 Watts / Day |
| ||Total saving for 300 Days ||576 x 300 = 172.8 Kwh Units 172.8 *7.5 = Rs.1296/- |
|ii ||Fabrication Area (36X2) Fixtures Replaced by 50W LED High Bay Fixture ||( 10Nos ) |
| ||Total Saving / Day (20Hours / Day) ||220Watts / Hour 4.4 Kwh / Day |
| ||Total saving for 300 Days ||4.4 x300 = 1320 Kwh Units 1320 x 7.5 = Rs. 9900 |
|iii ||Various Areas 36 Watts fixtures replaced by 9W (GEB) LED Lamps. Total 30 Nos. || |
| ||Total Saving / Day ||810 Units *20Hrs =16.22Kwh/Day |
| ||Total saving for 300 Days ||4866Kwh Units * 7.5 |
| || ||Rs. 36495 |
|iv ||Flexo+Area New LED Lamps are Installed instaed of 40Watts Conventional TL || |
| ||Total Saving / Day ||5Kwh Units/ Day |
| ||Total Saving for 300 Days ||5*300= 1500KWh |
| || ||1500*7.5= Rs.11250 |
| ||Total Kwh Units Saved (i+ii+iii+iv) ||172.8+1320+4866+1500=7858.8 |
| ||Total saving @ Rs. 7.5 per Kwh ||Rs.58941 |
(ii) The steps taken by the Company for utilizing alternate sources of energy: None
(iii) The capital investment on energy conservation equipment: None
(iv) Total energy consumption during the year:-
|Particulars Period || |
April 2017 to March 2018
April 2016 to March 2017
|Units (KWH) ||Amt. in Rs. ||Rs. Per Unit ||Units (KWH) ||Amt. in Rs. ||Rs. Per Unit |
|(a) Electricity || || || || || || |
|Purchased ||5030290 ||37117767 ||7.38 ||4712000 ||34241014 ||Rs.7.26 Per Unit |
|Own Generation (Wind Turbine Gen.) ||3196503 ||22212976 ||6.94 ||3662768 ||23654767 ||Rs. 6.45per Unit |
|(b) DG Sets Units Gen. ||56840 ||1518646 ||2.35 Units/Ltrs. ||49540 ||1372708 ||Rs.2.17 Units |
*Note: F.Y.2017-18- 56840 Units Generated at the Cost of Rs. 1518646 (24200 Ltrs DieselConsumed)
F.Y.2016-17- 49540 Units Generated at the Cost of Rs. 1372708 (22800 Ltrs DieselConsumed)
The Company continues to give due priority to conservation of energy on continuousbasis.
(B) Technology Absorption
(i) The efforts made towards technology absorption: None
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: None
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): None
(iv) The expenditure incurred on Research and Development: During the year underreview no new specific Research & Development activities were carried out.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars regarding Foreign Exchange Earnings and Outgo appear in Note 44 & 45 inthe Notes to Financial Statements.
| ||On the behalf of The Board of Directors |
| ||Ambar Patel ||Shailesh Desai |
| ||(Managing Director) ||(Director) |
|Place: Rakanpur || || |
|Date: 28th April 2018 || || |