SHILP GRAVURES LIMITED
Your Directors have pleasure in presenting the 26th Annual Report onthe working of the Company together with the Audited Accounts of the Company for the yearended 31st March 2019.
1. FINANCIAL PERFORMANCE:
|Particulars ||For the year ended on 31st March 2019 ||For the year ended on 31st March 2018 |
|Revenue from Operations ||7413.16 ||6904.07 |
|Other Income ||215.90 ||139.89 |
|Total Revenue ||7629.06 ||7043.96 |
|Operating expenses ||5915.48 ||5436.04 |
|Depreciation and Amortisation expenses ||685.68 ||658.57 |
|Finance Cost ||120.41 ||99.06 |
|Total Expenditure ||6721.57 ||6193.67 |
|Profit before Tax ||907.49 ||850.29 |
|Tax Expense || || |
|Current tax ||236.72 ||248.08 |
|Short provision for tax relating to prior years ||(23.78) ||(1.17) |
|Deferred tax ||(76.87) ||(99.88) |
|Net Profit for the year ||771.42 ||703.06 |
|Other Comprehensive Income (net of tax) ||(13.40) ||(3.20) |
|Total Comprehensive Income ||758.02 ||700.06 |
|Opening Balance of Retained Earning ||4003.30 ||3439.27 |
|Amount available for appropriation ||4761.32 ||4139.33 |
|Appropriations: || || |
|Transfer to General Reserves ||25.00 ||25.00 |
|Dividend on Equity Shares ||246.00 ||92.25 |
|Tax on Dividend ||50.56 ||18.78 |
|Balance Carried to Balance Sheet ||4439.76 ||4003.30 |
2. REVIEW OF OPERATIONS:
The revenue from operations for the financial year 2018-19 at Rs. 7413.16 Lacs washigher by 7.37% over last year (Rs. 6904.07 Lacs in financial year 2017-18). Earningsbefore interest tax depreciation and amortisation ("EBITDA") was Rs. 1713.58Lacs over EBITDA of Rs. 1607.92 Lacs in financial year 2017-18. Your Company has sustainedits efforts to maintain profit for the year 2018-19. Profit after tax ("PAT")for the year was Rs. 771.42 Lacs over the PAT of Rs. 703.06 Lacs of financial year2017-18.
Based on the Company's performance for the financial year 2018-19 the Board ofDirectors ("the Board") are pleased to recommend for approval of the members afinal dividend of Rs. 1.50 per share being 15% (previous year Rs. 1.50 per share) on theface value of Rs. 10/- per share on 6149800 Equity Shares of the Company to beappropriated from the profits of the Company for the financial year 2018-19. The finaldividend on Equity Shares if approved by the members would involve a cash outflow of Rs.111.21 Lacs including dividend tax. The total dividend for financial year 2018-19aggregates to Rs. 4.00 per Equity Share which includes Interim Dividend Rs. 2.50 perEquity Share paid on 26th November 2018 on the occasion of 25thyear (Silver Jubilee Year) of the Company.
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:
Information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 is provided in Annexure 'A' to the Board's Report.
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.
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 exchange for thefinancial year 2019-20 have been paid.
11. DIRECTORS & KEY MANAGERIAL PERSONNEL:
11.1 Appointment/Reappointment of Directors
Pursuant to the provisions of the Companies Act 2013 ("Act") theshareholders in the 21st AGM of your Company held on 03rd September2014 appointed Mr. Shailesh Desai and Mr. Jainand Vyas as Independent Non-ExecutiveDirectors to hold office for five consecutive years up to 02nd September 2019.Mr. Shailesh Desai (DIN: 00169595) and Mr. Jainand Vyas (DIN: 02656340) are eligible forre-appointment as Independent Non-Executive Directors for a second term of fiveconsecutive years. Pursuant to the provisions of the Act and based on the recommendationof the Nomination and Remuneration Committee the Board recommends for the approval of theMembers through a Special Resolution in the 26th AGM of your Company there-appointment of Mr. Shailesh Desai (DIN: 00169595) and Mr. Jainand Vyas (DIN: 02656340)as Independent Non-Executive Directors for second term of five consecutive years from 03rdSeptember 2019 up to 02nd September 2024.
In terms of the Articles of Association of the Company and on the recommendation of theNomination and Remuneration Committee the Board of Directors in its meeting held on 04thAugust 2018 subject to approval of the shareholders of the Company appointed Mr. KiritPatel as an Additional Director and Independent Non-Executive Director of the Company witheffect from 04th August 2018 for a period of five consecutive years. Mr. KiritPatel holds office up to the date of the forthcoming Annual General Meeting and iseligible for appointment.
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 offers himself forre-appointment. The Board recommends the appointment of Mr. Nipam Shah as Director of theCompany retiring by rotation.
Details of the proposal for the appointment / re-appointment of Directors under Section102 of the Companies Act 2013 are mentioned in the Explanatory Statement of the Notice ofthe 26th Annual General Meeting ('AGM') of your Company.
11.3 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.
11.4 Key Managerial Personnel
The following are the Key Managerial Personnel of the Company in terms of theprovisions of the Act read with The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as on March 31 2019:
Mr Ambar Patel Managing Director
Mr. Roshan Shah Chief Executive Officer
Mr Amit Agrawal Chief Financial Officer
Mr Bharat Patel Company Secretary
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 the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies have been applied consistently and judgment andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on March 31 2019 and of the profit of theCompany for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual accounts have been prepared on a going concern basis;
e) that the internal financial controls followed by the Company are adequate and hasbeen operating effectively; and
f) that proper systems to ensure compliance with the provisions of all applicable lawshave been devised and such systems were adequate and were operating effectively.
13. MEETINGS OF THE BOARD:
During the year Five Board Meetings were convened and held the details of which aregiven in the Corporate Governance Report.
14. COMMITTEES OF BOARD:
The Audit Committee comprises of five members. The Chairman of the Committee is anIndependent Director. The Committee met four times during the year. Details of the roleand responsibilities of the Audit Committee the particulars of meetings held andattendance of the Members at such Meetings are given in the Corporate Governance Report.Details of various committees constituted by the Board of Directors as per the provisionsof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andCompanies Act 2013 are given in the Corporate Governance Report which forms part of thisreport.
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 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 Chairman of the Audit Committee. During the yearunder review there was no case of whistle blowing. The provisions of this policy are inline with the provisions of Section 177(9) of the Companies Act 2013 and as per theRegulation 22 read with Regulation 4(d) (iv) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015. The Company has formulated whistle blower policy which isavailable on Company's website at https://www.shilpgravures.com/Investorrelations/policies.
17. CORPORATE SOCIAL RESPONSIBILITY:
Shilp has been proactively carrying out CSR activities in alignment with the vision ofthe Company. Shilp strives continuosly through its CSR initiatives to enhance valuecreation in the society and in the community in which it operates. Through its servicesconduct & initiatives it promotes 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 which is available on Company's website athttps://www.shilpgravures.com/Investorrelations/policies. The composition of theCommittee contents of CSR Policy and Report on CSR activities carried out towardssupporting projects in eradication of hunger promoting education healthcare during thefinancial year ended 31st March 2019 in the format prescribed under Rule 9 ofthe Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed herewith as AnnexureB.
18. NOMINATION AND REMUNERATION POLICY:
The Company has in place a policy for remuneration of Directors Key ManagerialPersonnel and a well-defined criteria for the selection of candidates for appointment tothe said positions which has been approved by the Board. The Policy broadly lays down theguiding principles philosophy and the basis for payment of remuneration to the executiveand non-executive Directors (by way of sitting fees and commission) Key ManagerialPersonnel. The above policy is available on Company's website athttps://www.shilpgravures.com/ Investorrelations/policies.
19. BOARD EVALUATION:
The Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit andNomination & Remuneration Committees as mandated under the Act and SEBI ListingRegulations. The criteria applied in the evaluation process are explained in the CorporateGovernance Report.
20. 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 and available on the Company's Websitehttps://www.shilpgravures.com.
21. RELATED PARTY TRANSACTIONS:
The Company has formulated a policy on related party transactions which is available onCompany's website at https://www.shilpgravures.com/Investorrelations/policies. This policydeals with the review and approval of related party transactions. The Board of Directorsof the Company has approved the criteria for taking the omnibus approval by the AuditCommittee within the overall framework of the policy on related party transactions. Prioromnibus approval is obtained for related party transactions which are of repetitive natureand entered in the ordinary course of business and at an arm's length basis. All relatedparty transactions are placed before the Audit Committee for review and approval.
All related party transactions entered during the year 2018-19 were in ordinary courseof the business and on an arm's length basis. No material related party transactions wereentered during the Financial Year by your Company hence there is no disclosure to beprovided for related party transactions as required under Section 134(3)(h) of theCompanies Act 2013. Members may refer to note no. 39 to the financial statement whichsets out related party disclosures pursuant to IND AS-24.
22. INTERNAL FINANCIAL CONTROLS:
The Directors had laid down internal financial controls to be followed by your Companyand such policies and procedures adopted by your Company for ensuring the orderly andefficient conduct of its business including adherence to your Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Audit Committee evaluates the internal financialcontrol system periodically. The Statutory Auditors have provided their report on InternalFinancial 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 Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.
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 athttps://www.shilpgravures.com/investorrelations/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 2019.
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:
No material changes or commitments have occurred between the end of the financial yearand the date of this Report which affect the financial statements of the Company inrespect of the reporting year.
29.1 Statutory Auditors:
As per Section 139 of the Companies Act 2013 ('the Act') read with the Companies(Audit and Auditors) Rules 2014 the Members of the Company in 25th AnnualGeneral Meeting approved the appointment of M/s. Shah & Shah Associates CharteredAccountants (Firm Registration No-113742W) as the Statutory Auditors of the Company foran initial term of 5 years i.e. from the conclusion of 25th Annual GeneralMeeting till the conclusion of 30th Annual General Meeting of the Company.
Pursuant to amendments in Section 139 of the Companies Act 2013 the requirements toplace the matter relating to such appointment for ratification by members at every annualgeneral meeting has been omitted with effect from 7th May 2018. Hence the resolutionseeking ratification of the members for their appointment is not being placed at theensuing Annual General Meeting. The Report given by M/s. Shah & Shah AssociatesChartered Accountants on the financial statement of the Company for the year 2019 is partof the Annual Report.
There has been no qualification reservation or adverse remark or disclaimer in theirReport. During the year 2019 the Auditors had not reported any matter under Section 143(12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca)of the Act.
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 (CP No. 3868) asSecretarial Auditors to conduct Secretarial Audit of the Company for the Financial Yearended March 31 2019. The Secretarial Auditors Report issued by Mrs. Monica KanugaPracticing Company Secretary in Form MR-3 is annexed to this Board's Report (Annexure -E). The Secretarial Auditors Report does not contain any qualifications reservationor adverse remarks.
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. 2018-19.
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 |
| ||(Managing Director) ||(Director) |
|Place: Rakanpur ||(DIN: 00050042) ||(DIN: 00169595) |
|Date: 27th April 2019 || || |