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Shilp Gravures Ltd.

BSE: 513709 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE960A01017
BSE 00:00 | 11 Aug 85.75 -4.00
(-4.46%)
OPEN

86.50

HIGH

89.95

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80.00

NSE 05:30 | 01 Jan Shilp Gravures Ltd
OPEN 86.50
PREVIOUS CLOSE 89.75
VOLUME 7640
52-Week high 128.00
52-Week low 76.40
P/E 6.06
Mkt Cap.(Rs cr) 53
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 86.50
CLOSE 89.75
VOLUME 7640
52-Week high 128.00
52-Week low 76.40
P/E 6.06
Mkt Cap.(Rs cr) 53
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shilp Gravures Ltd. (SHILPGRAVURES) - Director Report

Company director report

To the Members

The Board of Directors are pleased to present the Company's 28th Annual Report onbusiness and operations together with the audited financial statements (standalone aswell as consolidated) for the financial year ended March 31 2021.

1. FINANCIAL PERFORMANCE: -

The financial performance of your Company for the Financial Year ended March 31 2021is summarized below:

(Rs in Lacs)
Particulars Standalone Consolidated
Financial Year ended 31st March 2021 Financial Year ended 31st March 2020 Financial Year ended 31st March 2021 Financial Year ended 31st March 2020
Revenue from Operations 6279.68 6587.00 6981.35 7064.59
Other Income 638.57 141.34 605.43 122.32
Total Revenue 6918.25 6728.34 7586.78 7186.91
Operating expenses 5102.69 5754.99 5711.82 6212.84
Depreciation and Amortisation expenses 478.62 588.64 540.08 613.71
Finance Cost 85.13 130.17 107.34 147.27
Total Expenditure 5666.44 6473.80 6359.24 6973.82
Profit before Tax 1251.81 254.54 1227.54 213.09
Tax Expense
Current tax 218.72 112.58 218.72 112.58
Short provision for tax relating to prior years 10.39 - 10.39 -
Deferred tax (24.82) 28.51 (28.45) 13.64
Profit for the year 1047.52 113.45 1026.88 86.87
Other Comprehensive Income 6.72 (3.88) 6.72 (7.24)
(net of tax)
Total Comprehensive Income 1054.24 109.57 1033.60 79.63
Opening Balance of Retained Earning 4301.92 4439.76 4272.19 4440.02
Amount available for appropriation 5356.16 4549.33 5305.79 4519.62
Appropriations:
Transfer to General Reserves - 25.00 - 25.00
Dividend on Equity Shares - 184.49 - 184.49
Tax on Dividend - 37.92 - 37.92
Balance Carried to Balance Sheet 5356.16 4301.92 5305.79 4272.19

2. REVIEW OF OPERATIONS:

On a consolidated basis the revenue from operations for the FY 2020-21 was Rs 6981.35Lacs lower by 1.18% over the previous year revenue of Rs 7064.59 Lacs. The Profit aftertax ("PAT") for FY 2020-21 was Rs 1026.79 Lacs over the previous year's Profitafter tax ("PAT") of Rs 86.87 lacs higher by 1081.98%. On standalone basis therevenue from operations for FY 2020-21 was Rs 6279.68 Lacs lower by 4.66% over theprevious year's revenue of Rs 6587.00 Lacs in FY 2019-20. The Profit after tax("PAT") was Rs 1047.52 Lacs over the previous year's Profit after tax("PAT") of Rs 113.45 Lacs higher by 823.33%.

3. DIVIDEND:

The Board of Directors has recommended a payment of dividend at a rate of Rs 1.80/-(18%) per equity share for the year ended March 31 2021 on the face value of Rs 10/- pershare on 6149800 Equity Shares subject to the approval of the Members at the 28thAnnual General Meeting ("AGM"). The Final Dividend on equity shares if approvedby the members would involve a cash outflow of Rs 110.70 Lacs.

4. COVID -19 IMPACT ON BUSINESS OPERATIONS:

In light of the COVID-19 pandemic and disruptions in the operations across the globethe Company outlined the following focus areas during the year to minimize the impact onits business operations: Health & Safety: One of the key focus areas for themanagement was undertaking all necessary measures to ensure safety and well-being of itsemployees business partners communities and to safeguard the interests of its customersand distributors to the best possible extent during the unprecedented times.

Manufacturing Facilities: As per the relaxations provided by the Government ofIndia for essential services the printing and packaging industry the Company received therequisite permissions from respective state governments to operate certain productionfacilities during the lockdown period. While the unit was operating at a lower manpowerduring the lockdown from December 31 2020 all the manufacturing facilities areoperational at normal levels. The Company continues to undertake all necessary measures toensure and maintain the highest standards of hygiene and social distancing norms at itsplants and corporate and registered office.

Debt Obligations: Despite the impact of the pandemic the Company has beenservicing all its debt obligations.

5. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling under the ambit of Section 73 of theCompanies Act 2013 (hereinafter referred to as "The Act") and the Rules framedthereunder during the year under review.

6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules2014 are given in the Notes to the Financial Statements.

7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 is attached to this report as Annexure - A.

8. CORPORATE GOVERNANCE:

During the year under review the Company complied with the provisions relating tocorporate governance as provided under the Listing Regulations. The compliance reporttogether with a certificate from the Company's auditors confirming the compliance isprovided in the Separate Report on Corporate Governance which forms part of the AnnualReport.

9. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the year under review is presented in a separate section formingpart of the Annual Report. Certain statement of the said report may be forward looking.Many factors may affect the actual results which could be different from what thedirectors 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 2021-22 have been paid.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

11.1. Appointment/Re-appointment of Directors

In terms of the Articles of Association of the Company and on the recommendation of theNomination and Remuneration Committee and the Board of Directors in its respectivemeetings held on 17th May 2021 and 18th May 2021 subject to approval of theshareholders of the Company re-appointed Mr. Ambar Patel (DIN:00050042) as ManagingDirector for a period of three years effective from 1st July 2021.

11.2. Director liable to Retire by Rotation

In accordance with the provisions of Companies Act 2013 and Articles of Association ofthe Company Mr. Nipam Shah (DIN: 00093697) is liable to retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible offer himself forre-appointment. The Board recommends his appointment as Director of the Company retiringby rotation.

Brief resume and other details of the Director(s) being appointed/re-appointed at theensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of CompanySecretaries of India and Regulation 36 of the SEBI (LODR) Regulations is separatelydisclosed in the Notice of the 28th Annual General Meeting of the Company.

11.3. Declaration by Independent Directors

The Company's Independent Directors have submitted requisite declarations confirmingthat they continue to meet the criteria of independence as prescribed under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no changein the circumstances which may affect their status as Independent Director during theyear. Also your Company has received annual declarations from all the IndependentDirectors of the Company confirming that they have already registered their names with thedata bank maintained by the Indian Institute of Corporate Affairs ["IICA"] asprescribed by the Ministry of Corporate Affairs.

The Independent Directors met on March 20 2021 without the attendance ofNon-Independent Directors and members of the Management.

11.4 Key Managerial Personnel

Mr. Ambar Patel - Managing Director Mr. Roshan Shah - Chief Executive Officer Mr.Amit Agrawal - Chief Financial Officer and Mr. Bharat Patel - Company Secretary continuedto be the Key Managerial Personnel of your Company in accordance with the provisions ofSection 203 of the Act read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

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) that in the preparation of theannual financial statements for the year ended March 31 2021 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b) that such accounting policies have been applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as on March 31 2021 and of theprofit of the Company for the year ended on that date; c) that proper and sufficient carehas been taken for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) that the annual accounts have been preparedon a going concern basis; e) that the internal financial controls followed by the Companyare adequate and has been operating effectively; and f) that proper systems to ensurecompliance with the provisions of all applicable laws have been devised and such systemswere adequate and were operating effectively.

13. BOARD AND COMMITTEES OF THE BOARD:

The number of meetings of the Board and various Committees of the Board includingcomposition are set out in the Corporate Governance Report which forms part of thisreport. The intervening gap between the meetings was within the period prescribed underthe provisions of Section 173 of the Act and SEBI (LODR) Regulations.

14. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE:

Pursuant to the provisions of Section 129 (3) of the Act a statement containing thesalient features of financial statement of the Company's subsidiary in Form AOC-1 is givenin Annexure-B. During the year Etone India Private Limited (ETONE) was a materialsubsidiary of the Company as per Listing Regulations. The Secretarial Audit Report ofmaterial subsidiary is also annexed to this annual report as per regulation 24A of theListing Regulations. The Company is in compliance with Regulation 24 of the ListingRegulations.

The Company does not have any Associate or Joint Venture within the meaning of Section2(6) of Companies Act 2013 ("ACT").

15. CONSOLIDATED FINANCIAL STATEMENT:

The Consolidated Financial Statements of your Company prepared in accordance with theprovisions of the Companies Act 2013 SEBI (Listing obligations and DisclosureRequirement) Regulations 2015 and applicable Accounting Standards prescribed under section133 of the Companies Act 2013 form part of this annual report. Further pursuant to theprovisions of Section 136 of the Companies Act 2013 the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited financial statements in respect of subsidiary are available on the website of thecompany. Any member interested in obtaining such document may write to the CompanySecretary and the same shall be furnished on request.

16. WHISTLE BLOWER POLICY/ 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 Audit Committee. During the year under review therewas no case of whistle blowing. The provisions of this policy are in line with theprovisions of Section 177(9) of the Companies Act 2013 and as per the Regulation 22 readwith Regulation 4(d)(iv) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Company has formulated whistle blower policy which is available onCompany's website at https://www.shilpgravures.com/Investorsrelations/policies.

17. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company asadopted by the Board and the initiatives undertaken by the Company on CSR activitiesduring the year under review are set out in Annexure-C of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. Incompliance with requirements of Section 135 of the Act the Company has laid down a CSRPolicy. For other details regarding the CSR Committee please refer to the CorporateGovernance Report which is a part of this report. The CSR policy is available onhttps://www.shilpgravures.com/Investorsrelations/ policies.

18. NOMINATION AND REMUNERATION POLICY:

To comply with the provisions of Section 178 of the Act and Rules made thereunder andRegulation 19 of SEBI (Listing obligations and Disclosure Requirement) Regulations 2015the Company's Remuneration Policy for Directors Key Managerial Personnel (KMP) SeniorManagement and other Employees of the Company is uploaded on website of the Company athttps://www.shilpgravures. com/Investorsrelations/policies. The Policy includes interalia the criteria for appointment and remuneration of Directors KMPs Senior ManagementPersonnel and other employees of the Company.

19. BOARD EVALUATION:

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunderand Regulation 17(10) of SEBI (Listing obligations and Disclosure Requirement) Regulations2015 the Board has carried out the annual performance evaluation of its own performancethe Directors individually as well as the evaluation of the working of its Audit andNomination & Remuneration Committees. The manner in which the annual performanceevaluation has been carried out is explained in the Corporate Governance Report whichforms part of this report.

20. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on 31st March 2021 is available on the Company's website athttps://www.shilpgravures.com/investorsrelations/financials/annualreturn.

21. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered into by the Company during theFinancial Year with related parties as defined under the Act and SEBI (LODR) Regulationswere in the ordinary course of business and on arm's length basis. During the year underreview your Company had not entered into any contract/ arrangement/ transaction withrelated parties which could be considered material in accordance with the Policy of theCompany for Related Party Transactions hence no detail is required to be provided in FormAOC-2 prescribed under Clause (h) of Sub section (3) of Section 134 of the Act and Rule8(2) of the Companies (Accounts) Rules 2014.

The Board of Directors of the Company has approved the criteria for taking the omnibusapproval by the Audit Committee within the overall framework of the policy on relatedparty transactions. Prior omnibus approval is obtained for related party transactionswhich are of repetitive nature and entered in the ordinary course of business and at anarm's length basis. All related party transactions are placed before the Audit Committeefor review and approval. Members may refer to notes to the financial statement which setsout related party disclosures pursuant to IND AS-24. The Company has formulated a policyon related party transactions which is available on Company's website athttps://www.shilpgravures.com/Investorsrelations/policies.

22. INTERNAL FINANCIAL CONTROLS:

The Company's internal financial controls are commensurate with the scale andcomplexity of its operations. The Directors had laid down internal financial controls tobe followed by your Company and such policies and procedures adopted by your Company forensuring the orderly and efficient conduct of its business including adherence to yourCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information. The Audit Committee evaluates the internalfinancial control system periodically. The Statutory Auditors have provided their reporton internal financial control which is annexed hereafter.

23. INDIAN ACCOUNTING STANDARDS (IND AS):

The Company has followed the relevant Accounting Standards notified by the Companies(Indian Accounting Standards) Rules 2015 while preparing Financial Statements.

24. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

The Board of Directors afirms that the Company has complied with the applicableSecretarial Standards (SS) issued by the ICSI (SS1 and SS2) respectively relating toMeetings of the Board and its Committees.

25. TRANSFER OF EQUITY SHARES UNPAID/UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION ANDPROTECTION FUND:

In line with the statutory requirements the Company has transferred to the credit ofthe Investor Education and Protection Fund set up by the Government of India equityshares in respect of which dividend had remained unpaid/unclaimed for a period of sevenconsecutive years within the timelines laid down by the MCA. Unpaid/unclaimed dividend forseven years or more has also been transferred to the IEPF pursuant to the requirementsunder the Act. The details are available on Company's website at https://www.shilpgravures.com/investorsrelations/shareholderinformation.

26. EQUAL OPPORTUNITY EMPLOYER:

The Company is an equal opportunity provider and continuously strives to build a workculture which promotes the respect and dignity of all employees across the Organization.In order to provide women employees a safe working environment at workplace and also incompliance with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed thereunder the Company hasformulated a well-defined policy on prevention prohibition and redressal of complaintsrelating to sexual harassment of women at the workplace. No complaints pertaining tosexual harassment of women employees from any of the Company's locations were receivedduring the year ended March 31 2021.

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 are no material changes and commitments have occurred between the end of thefinancial year and the date of this Report which affect the financial statements of theCompany in respect of the reporting year.

29. AUDITORS:

29.1 Statutory Auditors:

At the twenty-fifth AGM held on July 14 2018 the Members approved appointment of M/s.Shah & Shah Associates Chartered Accountants (Firm Registration No-113742W) asStatutory Auditors of the Company to hold office for a period of five years from theconclusion of that AGM till the conclusion of the thirty AGM subject to rati_cation oftheir appointment by Members at every AGM if so required under the Act. The requirementto place the matter relating to appointment of auditors for rati_cation by Members atevery AGM has been done away by the Companies (Amendment) Act 2017 with effect from May7 2018. Accordingly no resolution is being proposed for rati_cation of appointment ofstatutory auditors at the ensuing AGM and a note in respect of same has been included inthe Notice for this AGM. There has been no qualification reservation or adverse remark ordisclaimer in their Report. The Auditors' Report is enclosed with the financial statementsin this Annual Report.

29.2 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 the Board of Directorshave appointed Mrs. Monica Kanuga Practicing Company Secretary (FCS.:3868 CP No. 3868)as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Yearended March 31 2021. The Secretarial Audit Report for financial year 2020-21 in Form MR-3is annexed which forms part of this report as Annexure-E. There were noqualifications reservation or adverse remarks given by Secretarial Auditor of the Companyin the

Secretarial Audit Report of the Company.

29.3 Internal Auditors:

The Board of Directors appointed M/s. KJP & Associates LLP Chartered Accountantsas Internal Auditors of the Company for the F. Y. 2020-21.

29.4 Reporting of frauds by auditors:

During the year under review neither the statutory auditors nor the secretarialauditor have reported to the Audit Committee of the Board under Section 143(12) of theAct any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in this Report.

30. INSURANCE:

All the insurable interests of the Company including Inventories Buildings Plant& Machinery and Liabilities under legislative enactments are adequately insured.

31. ACKNOWLEDGMENTS:

Your Company has maintained healthy cordial and harmonious relations at all levelsthroughout the year. Your Company's organizational culture upholds professionalismintegrity and continuous improvement across all functions as well as efficientutilization of the Company's resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation for the sincere servicesrendered by employees of the Company at all levels. Your Directors also wish to place onrecord their appreciation for the valuable co-operation and support received from variousGovernment Authorities Banks / Financial Institutions and other stakeholders such asmembers customers and suppliers among others. Your Directors also commend the continuingcommitment and dedication of employees at all levels which has been vital for theCompany's success. Your Directors look forward to their continued support in future.

For and on behalf of the Board of Directors of
Shilp Gravuers Limited
Ambar Patel Shailesh Desai
Place: Rakanpur (Managing Director) (Director)
Date: 18th May 2021 (DIN: 00050042) (DIN: 00169595)

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