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Shiva Global Agro Industries Ltd.

BSE: 530433 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE960E01019
BSE 00:00 | 11 Aug 89.45 1.65
(1.88%)
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97.80

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NSE 05:30 | 01 Jan Shiva Global Agro Industries Ltd
OPEN 89.60
PREVIOUS CLOSE 87.80
VOLUME 7902
52-Week high 125.00
52-Week low 57.40
P/E 7.97
Mkt Cap.(Rs cr) 89
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 89.60
CLOSE 87.80
VOLUME 7902
52-Week high 125.00
52-Week low 57.40
P/E 7.97
Mkt Cap.(Rs cr) 89
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shiva Global Agro Industries Ltd. (SHIVAGLOBAL) - Director Report

Company director report

To the Members of

Shiva Global Agro Industries Limited

Your Board of Directors have pleasure in presenting the

29th Annual Report together with the Audited Financial Statements for the financialyear ended March 31 2021.

SUMMARY OF THE FINANCAIL RESULTS OF THE COMPANY

Particulars

Consolidated

Standalone

Income 2020-21 2019-20 2020-21 2019-20
From Operations 57266.28 48963.36 17513.84 9285.25
Other 82.27 79.00 25.12 50.00
Total 57348.56 49042.37 17538.97 9335.24
Profit
Profit Before Interest Depreciation and Taxation 2306.70 2171.89 778.74 720.29
Less: Interest 527.84 757.71 148.00 236.81
Depreciation 252.05 243.90 102.05 100.32
Profit Before Tax 1526.81 1170.28 528.69 383.16
Less: Provision for Tax 372.85 238.28 125.55 70.18
(Including Deferred Tax and MAT Credit Entitlement)
Profit After Tax 1153.97 932.00 403.14 312.97

REVIEW OF OPERATIONS Standalone Numbers :

Your Company's Revenue from Operations for the year was Rs.17513.84 Lacs as againstRs.9285.25 Lacs in last year. The profit before Interest Depreciation and Tax grew toRs.778.74 from Rs.720.29 Lacs in the previous financial year. The profit before tax forthe year also grew to Rs.528.69 Lacs as compared to Rs.383.16 Lacs in the previousfinancial year.

Profit after tax stood at Rs.403.14 Lacs as against Rs.312.97 Lacs in previousfinancial year. The EPS of your company for the financial year ended March 31 2021 wasRs.4.03 per share as compared to Rs.3.13 per share in previous year.

Consolidated Numbers:

The company‘s consolidated revenue from Operations surged to Rs.57266.28 Lacs fromRs. 48963.36 Lacs in previous financial year and Net Profit Before Tax was Rs.1526.81 Lacsfor the year under review as against the previous year's consolidated Net Profit BeforeTax of Rs.1170.28. The Profit after Tax grew to Rs.1153.97 Lacs as against Rs.932.00 Lacsin Previous year.

BUSINESS ENVIRONMENT:

The COVID-19 pandemic has emerged as a global challenge creating disruption across theworld. The businesses and business models have transformed to create a new work order. Theglobal economy was severely impacted by the COVID 19 pandemic as it experienced one of themost unfathomable health emergencies in modern history. While the impact of the pandemicvaried across the regions it had a disproportionate effect on the vulnerable sections.After a massive contraction in the first half of the year the global economy beganreviving in the later part of 2020. As the countries continue to fight through thepandemic there are visible green shoots of recovery.

India has also shown remarkable resilience in its fight against the virus led by itsfrontline COVID 19 warriors and is emerging as the vaccination capital of the world. Giventhe vulnerabilities of a weak health system India undertook lockdown during the initialphase of COVID19 spread. This enabled the flattening of the pandemic curve and providedthe necessary time to ramp up the health and testing infrastructure. Over the last 12months India has been able to reverse the economic slowdown – from reporting a 23.9%contraction in GDP in Q1 to a 0.8% growth in Q3. The recovery is seen across all keyeconomic indicators including GST collection fuel demand Manufacturing PMI and others.Though the path of recovery has been challenging with the emergence of the 2nd wave theramped-up public health measures and policy interventions lend support towards achievingstability in the coming months.

Despite the Covid 19 induced uncertainties impacting the major operations theAgriculture Sector emerged as a bright spot and is expected to register a 3.4% GVA growthin FY 2020-21. This reflects the indomitable grit and resilience of the Indian farmersensuring food security for the nation under challenging circumstances. India is expectedto produce record food grain (303 million tons) and horticulture (327million tons) outputalong with improvement in cereal exports. The Governments at the Centre and State weresupportive in enabling continuance of operations and providing cash injection in ruralIndia. Reforms like the advancement of PM Kisan disbursement direct money transferincreased MGNREGA days increase in agri credit schemes higher procurement under MSP forboth Kharif and Rabi season were implemented. The Agri Marketing reforms announced duringthe year are currently under discussion with the stakeholders and the Government expectsan amicable resolution before its implementation.

The Government's efforts were well supported by favourable environmental conditionsexperienced during the year. Above normal rainfall and good soil moisture conditionsresulted in higher crop acreage in Kharif and Rabi seasons. The Government continued itssupport through Direct Cash Transfer schemes to the farmers. Further the infrastructureinvestment made over the last few years through the Kaleswaram and Pattiseema projects hasresulted in assured irrigation & increased cropping intensity in the catchment areas.

On the subsidy front the Government provided an additional allocation of `65000crores for the year which has improved the working capital position of the industrythrough a significant reduction in the amount of subsidy outstanding.

With the higher water levels in the reservoirs and the prediction of a normal southwestmonsoon by the Indian Meteorological Department Indian agriculture is expected to witnessa good Kharif season during the coming year.

Fertilizer Sector

Fertiliser business recorded its highest ever sales volume driven by favourableagro-climatic conditions during the year. Covid-19 protocols such as social distancingsanitising and usage of masks etc. were implemented at the Plants and field to ensure thesafety of employees and enable continuity of operations. Business focused on strengtheningquality systems implementing automation and digitalization projects optimising theproduction smart buying of key raw materials and customer centricity through brandbuilding activities with increased thrust on Digital Marketing. Business implementedcritical and safety related infrastructure projects and consciously deferred othercapital expenditure projects considering the uncertainties due to COVID 19.

UPDATE ON COVID-19:

The physical and emotional well-being of employees continues to be a top priority forthe Company with several initiatives taken to support employees and their families duringthe pandemic. The Company has extended counselling and self-help services providing mental& emotional support to employees. The Company has reimagined employee engagement byembracing virtual technologies. Initiatives were taken to reduce stress and the feeling ofisolation hosted inspirational leaders mental health experts and finance experts toboost the morale of employees.

Your Company continually assessed and took proactive measures to counter the COVID-19pandemic and engaged closely with its employees partners customers and society topromote safe operations. It worked with the Government and local regulatory bodies andsupported them through various initiatives in combating the virus. Agriculture inputs havebeen designated as essential products and services which helped the Company to operatethroughout the year and serve the farmer community to ensure maximum benefit of a goodseason.

Your Company has implemented COVID-19 safety protocols across its operations to helpprotect and support its employees customers and suppliers. It has created StandardOperating Procedures to be followed across its operations including Manufacturing Supplychain Marketing and others. The Company successfully transitioned to operate from avirtual environment enabling "work from home" for its employees. The crisismanagement team and leadership continue to monitor the COVID-19 situation and adjust plansaccordingly.

FINANCE

Your Company continued to focus on managing cash efficiently and ensured that it hadadequate liquidity and back up lines of credit. Working capital of the Company improvedthrough the year and Net Cash from operations for the year stood at Rs.251.75 Lacs.

Your Company has deployed the surplus funds purposefully resulting in reduction infinance cost from Rs.236.81 Lacs in F.Y. 2019-20 to Rs. 148.00 Lacs in F.Y. 2020-21. Yourcompany has been credit rated by Brickwork Rating India Pvt. Ltd. The Company's haslong-term credit rating at ‘BWR BBB-/Stable Assigned‘ and short term debt ratingat ‘BWR A3 Assigned'. This reflects a high degree of safety regarding timelyservicing of financial obligations and also a vote of confidence reposed in your Company'sfinancials. There were no material changes and commitments affecting the financialposition of the Company between the end of the financial year and the date of this Report.

DIVIDEND

Your Directors are pleased to recommend a Dividend of `Rs.0.5 per equity share of 10each' (5% on Face value of Rs.10). The total outgo for the year would be `49.965 Lacsincluding tax deducted at source (TDS). The Company has adopted Dividend DistributionPolicy in line with the requirements of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations). The Dividend Distribution Policy isavailable on the website of the Company at https://www.shivaagro.org

CONSOLIDATED FINANCIAL RESULTS:

The consolidated financial statements prepared in accordance with the provisions of theAct and the relevant accounting standards forms part of this Annual Report. As requiredunder the provisions of the Companies Act 2013 (the Act) a statement showing the salientfeatures of the financial statements of the subsidiaries associates and joint venturesare enclosed as Annexure A to this Report.

The financial statements of the subsidiary companies will be made available to themembers of the Company on request and will also be kept for inspection at the RegisteredOffice of the Company.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY:

Details of the performance of the subsidiaries of the Company are given below :

a. Shiva-Parvati Poultry Feed Private Limited: The Company (a 51% subsidiary)achieved a total turnover of Rs.11366.74 Lacs & earned Rs.44.22 Lacs of Profits AfterTax.

b. Ghatprabha Fertilizers Private Limited : The Company (a 61.53% subsidiary)achieved a total turnover of Rs.5939.14 Lacs and earned Rs.72.54 Lacs of Profits AfterTax.

c. Shrinivasa Agro Foods Private Limited : The Company (a 51.01% subsidiary)achieved a total turnover of Rs.24284.50 Lacs and earned Rs.634.07 Lacs of Profits AfterTax.

During the year Company has no Joint Venture/s or any Associate Company.

RISK MANAGEMENT POLICY :

The Company has formulated a Risk Management Policy under which various risksassociated with the business operations are identified and risk mitigation plans have beenput in place details of which are set out in the Management Discussion and AnalysisReport. The Company has in place a Risk Management framework to identify evaluatebusiness risks and challenges across the Company both at corporate level as alsoseparately for each business division.

ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAWS:

The Company during the year has reviewed its Internal Financial Control systems andhas continually contributed to establishment of more robust and effective internalfinancial control framework prescribed under the ambit of Section 134(5) of the Act. Thepreparation and presentation of the financial statements is pursuant to the controlcriteria defined considering the essential components of Internal Control - as stated inthe "Guidance Note on Audit of Internal Financial Controls Over FinancialReporting" issued by the Institute of Chartered Accountants of India.

The control criteria ensures the orderly and efficient conduct of the Company'sbusiness including adherence to its policies safeguarding of its assets prevention anddetection of frauds and errors accuracy and completeness of the accounting records andthe timely preparation of reliable financial information.

The Company has adequate internal controls consistent with the nature of business andsize of the operations to effectively provide for safety of its assets reliability offinancial transactions with adequate checks and balances adherence to applicable statuesaccounting policies approval procedures and to ensure optimum use of available resources.These systems are reviewed and improved on a regular basis. It has a comprehensivebudgetary control system to monitor revenue and expenditure against approved budget on anongoing basis.

The Company has its own corporate internal audit function to monitor and assess theadequacy and effectiveness of the Internal Controls and System across all key processescovering various locations. Deviations are reviewed periodically and due complianceensured. Summary of Significant Audit Observations along with recommendations and itsimplementations are reviewed by the Audit Committee and concerns if any are reported tothe Board.

Based on the assessment carried out by the Management and the evaluation of the resultsof the assessment the Board of Directors are of the opinion that the Company has adequateInternal Financial Controls system that is operating effectively as at 31st March 2021.

There were no instances of fraud which necessitates reporting of material misstatementto the Company's operations.

There has been no communication from regulatory agencies concerning non-compliance withor deficiencies in financial reporting practices.

RELATED PARTY TRANSACTIONS

There are no materially significant Related Party Transactions made by the Company withPromoters Directors Key Managerial Personnel which may have a potential conflict withthe interests of the Company at large. All related party transactions were placed beforethe Audit Committee for approval. Prior omnibus approval of the Audit Committee wasobtained for the transactions which are foreseen and are repetitive in nature. The relatedparty transactions entered into by the Company are reviewed by independent charteredaccountants to confirm that they were in the ordinary course of business and at arm'slength basis.

Related party transactions entered during the financial year under review are disclosedin Notes to the financial statements of the Company for the financial year ended March 312021. The Policy on Related Party Transaction is available on the Company's website athttps:// www.shivaagro.org None of the Directors had any pecuniary relationship ortransactions with the Company except the payments made to them in the form ofremuneration sitting fee and commission.

STATUTORY AUDITORS

M/s Aditya Falor & Associates Chartered Accountants were appointed as StatutoryAuditors of the Company for a period of five years from the conclusion of the AnnualGeneral Meeting held on September 29 2016. The existing term of M/s Aditya Falor &Associates as statutory auditors will expire at the conclusion of the ensuing AnnualGeneral Meeting of the Company and they are not eligible for re-appointment in terms ofprovisions of Section 139(2) of the Companies Act 2013 (Act).

Accordingly in terms of the provisions of Section 139 of the Companies Act 2013 theCompany is required to appoint new statutory auditors. Based on the recommendation of theAudit Committee the Board of Directors have recommended the appointment of M/s. FalorJhavar Khatod & Co (Firm Regn. No.(F.R.N.)104223W) as the Statutory Auditors of theCompany to hold office from the conclusion of this 29th Annual General Meeting until theconclusion of the 34th Annual General Meeting of the shareholders of the Company at aremuneration of `400000 (Rupees Five Lacs Only) for the financial year 2021-22 subjectto the approval by the shareholders pursuant to applicable laws. A resolution seekingapproval of the shareholders for the appointment of Statutory Auditors is included in theNotice convening the ensuing Annual General Meeting. M/s. Falor Jhavar Khatod & Co.have confirmed their

eligibility under Section 141 of the Act and the Rules framed thereunder for theirappointment as Statutory Auditors. Further as required under Regulation 33 of the ListingRegulations they have also confirmed that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India.

The Auditor's Report given by Aditya Falor & Associates on the financial statementsof the Company for the year ended March 31 2021 forms part of the Annual Report. TheAuditor's Report does not contain any qualification reservation or adverse remark. Duringthe year under review the Auditors had not reported any matter under Section 143(12) ofthe Act. Therefore no disclosure is required in terms of Section 134(3)(ca) of the Act. Asrequired under Regulation 33 of the Listing Regulations Aditya Falor & Associateshave confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

The Board of Directors take the opportunity to place on record its sincere appreciationfor the contribution and services rendered by M/s Aditya Falor & Associates and itsAudit staff during their tenure as the Statutory Auditors of the Company.

COST AUDITORS

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Rules 2014 and amendments thereof the Company is required to maintain cost accountingrecords in respect of its certain products and accordingly such accounts and records aremade and maintained in the prescribed manner. Further the cost accounting recordsmaintained by the Company are required to be audited.

For the financial year 2020-21 Mr. Jayant B. Galande was appointed as Cost Auditors.On the recommendation of the Audit Committee the Board has re-appointed Mr. Jayant B.Galande Cost Accountants as the Cost Auditors for auditing the cost records of theCompany for the financial year 2021-22. The Act mandates that the remuneration payable tothe Cost Auditor is ratified by the shareholders.

Accordingly a resolution seeking the shareholders' ratification of the remunerationpayable to the Cost Auditors for the FY 2021-22 is included in the Notice convening the29th Annual General Meeting.

During the year the Company filed the Cost Audit Report for the financial year 2019-20with the Ministry of Corporate Affairs within the prescribed time limit.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed Mr. Pawan Kasatof M/s. PHK & Associates Practicing Company Secretaries to undertake the secretarialaudit of the Company for the financial year 2020-21. The report of the Secretarial Auditoris enclosed as Annexure B and forms part of this report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.

In terms of Regulation 24A of the Listing Regulations Every listed entity and itsmaterial unlisted subsidiaries incorporated in India shall undertake secretarial audit andshall annex a secretarial audit report given by a company secretary in practice in suchform as specified with the annual report of the listed entity. Hence the secretarialAudit report of all the material subsidiaries are enclosed as Annexure C and forms part ofthis report. The Secretarial Audit Reports of the unlisted material subsidiaries does notcontain any qualification reservation or adverse remark.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of loans and guarantees given and investments made under Section 186 of the Actare given in the Notes to the Financial Statements.

PUBLIC FIXED DEPOSIT

Your Company is eligible to accept deposit from public pursuant to Section 73 of theCompanies Act 2013 ("the Act") and the Companies (Acceptance of Deposits)Rules 2014 ("the Rules"). Pursuant to the Special Resolution passed by themembers at the Annual General Meeting (AGM) of the Company held on September 30 2014 theBoard of Directors of the Company approved the Fixed Deposit Scheme for acceptance ofdeposits from Members in accordance with the requirements of the Act and the Rules.

The Company has accepted deposits of Rs.5.70 Lacs during the year under review andtotal Rs.76.50 Lacs were outstanding as on March 31 2021. There were no defaults inrespect of repayment of any deposits or payment of interest thereon during the year underreview.

The Company has not accepted any deposits which are not in compliance with therequirements of the Act. The Company has no overdue deposits as at the end of the yearunder review.

DIRECTORS

Your Company is managed and controlled by a Board comprising an optimum blend ofDirectors. As on March 31 2021 the Board of Directors comprised of Eight (08) Directorsconsisting of a Managing Director Non-executive Directors out of which three (3)Directors are Independent Directors including one Woman Director.

The composition of the Board is in conformity with Regulation 17 of Listing Regulationsand the relevant provisions of the Act. The Directors possess requisite qualifications andexperience in general corporate management strategy finance engineering informationtechnology and other allied fields which enable them to contribute effectively to theCompany in their capacity as Directors of the Company.

In accordance with the Section 152 of the Companies Act 2013 Mr. Narayanlal PannalalKalantri retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

Mr. Divkar Shetty and Mr. Santosh Malpani who were appointed as Independent Directorsby the shareholders at the Annual General Meeting held on September 29 2016 for a periodof Five years have expressed their desire not to seek re-appointment.

Mr. Rajesh Agrawal was appointed as an Additional Director of the Company with effectfrom August 14 2021 for a period of five years subject to approval of shareholders atthe ensuing Annual General Meeting of the Company.

Mr. Prakash Nihalani was appointed as an Additional Director of the Company with effectfrom August 14 2021 for a period of five years subject to approval of shareholders atthe ensuing Annual General Meeting of the Company.

The Company has received notice from a member under Section 160 of the Act proposingthe nomination of Mr. Rajesh Agrawal and Mr. Prakash Nihalani as Directors of the Companyat the ensuing Annual General Meeting. The proposal for the appointment as Directors isincluded in the Notice convening the 29th Annual General Meeting for consideration andapproval by the shareholders.

Declarations from all Independent Directors have been received confirming that theymeet the criteria of independence as prescribed under Section 149(6) read with Schedule IVto the Act as well as Listing Regulations and the same were taken on record by the Board.

Consequent to the changes in the Board composition the Committees of Board were alsoreviewed and reconstituted the details of which are in the Corporate Governance sectionof the Report.

BOARD EVALUATION

In accordance with the provisions of Section 134 of the Act and Regulation 17 of theListing Regulations the Board has carried out evaluation of its own performance theperformance of Committees of the Board namely Audit Committee Stakeholders RelationshipCommittee and Nomination and Remuneration Committee and also the Directors individually.

The performance evaluation of the Board its Committees and individual Directors wasconducted by the Board Nomination and Remuneration Committee (BNRC) and the Board. Thiswas based on questionnaire responses and feedback with each Director. Based on thequestionnaire the performance of every Director was evaluated by the BNRC andpresentation was made to the Board and an action plan was drawn accordingly.

Some of the key criteria for performance evaluation as laid down by the BNRC were asfollows: a) Performance evaluation of directors: Contribution at Board/Committee meetings& Guidance/ support to Management outside Board/Committee Meetings. b) Performanceevaluation of Board and Committees: Board structure and composition Degree of fulfillmentof key responsibilities Establishment and delineation of responsibilities to CommitteesEffectiveness of Board Processes Information and Functioning Board Culture and DynamicsQuality of relationship between the Board and Management Efficacy of communication withExternal Stakeholders and Committees – strengths and areas of improvement.

NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year 2020-21 Five Board Meetings were held the details of which are given in theReport on Corporate Governance.

AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee and its role isincluded in the Corporate Governance Report which is a part of this Annual Report. Duringthe year all the recommendations made by the Audit Committee were accepted by the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On their appointment Independent Directors are familiarized about the Company'soperations and businesses. Interaction with the Business Heads and key executives of theCompany is also facilitated. Detailed presentations on the business of each of theDivision are also made to the Directors. Direct meetings with the Chairman and theManaging Director are further facilitated for the new appointee to familiarize him/herabout the Company/its businesses and the group practices.

The role rights duties and responsibilities of Independent Directors have beenincorporated in the Letters of Appointment issued to them. The amendments / updates instatutory provisions are informed from time to time. The details of familiarisationprogramme as above are also disclosed on the Company's website.

DIRECTORS RESPONSIBILITY STATEMENT

As required pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act theDirectors' Responsibility Statement is enclosed as Annexure D to this Report and formspart of the Report.

KEY MANAGERIAL PERSONNEL

Mr. Omprakash Gilda Managing Director Mr. Umesh Bang Chief Financial Officer andMrs. Rashmi Agrawal Company Secretary are the Key Managerial Personnel (KMP) of theCompany.

EMPLOYEES: a) Remuneration Policy:

On the recommendation of the Nomination and Remuneration Committee the Board hasframed a policy for selection and appointment of Directors Senior Management and theirremuneration. Salient features of the Remuneration Policy are set out in the CorporateGovernance Report. The Remuneration Policy is available on the Company's website athttps://http://www.shivaagro.org/ b) Policy on prevention prohibition and redressal ofSexual Harassment at workplace:

The Company has in place Prevention of Sexual Harassment Policy (POSH) in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Compliance Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees are covered under thisPolicy. During the financial year 2020-21 no incidents of sexual harassment was reported.

c) Disclosure of Remuneration:

The disclosure with respect to remuneration as required under Section 197 of the Actread with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is appended as Annexure E to this report.

d) Particulars of Employees:

The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a Annexure E forming part of this report.

ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a) of the Act the AnnualReturn as on March 31 2021 is available on the website of the Company viz.www.shivaagro.org.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a whistle blower mechanism wherein the employees can approach theManagement of the Company (Audit Committee in case where the concern involves the SeniorManagement) and make protective disclosures to the Management about unethical behaviouractual or suspected fraud or violation of the Company's Code of Conduct and InsiderTrading Code. The Whistle Blower Policy requires every employee to promptly report to theManagement any actual or possible violation of the Code or an event an employee becomesaware of that could affect the business or reputation of the Company.

The Company has a Whistle Blower Policy which provides the employees customersvendors and directors an avenue to raise concerns on ethical and moral standards andcompliance with legal provisions in conduct of the business operations of the Company. Italso provides for necessary safeguards for protection against victimization for whistleblowing in good faith. The Vigil Mechanism is also placed on the website of the Company athttps:// www.shivaagro.org.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Act readwith Rule 3 of the Companies

(Accounts) Rules 2014 are detailed below:

A) CONSERVATION OF ENERGY :

Various Energy conservation steps taken by the Company as detailed below have yieldedconsiderable energy savings during the year 2020-21.

1) Small Group Activity teams have been re-constituted to constantly look at the energyconservation other improvement schemes which have resulted in considerable energysavings.

2) Installed modern energy efficient LED lighting systems.

3) Phase-wise replacing old motors with energy efficient motors.

4) Measures for Reduction in power consumption undertaken with installation of newenergy efficient motors and gear box.

5) Power factor improvement.

6) Phase-wise replacement of old existing lighting with LED lights

B) TECHNOLOGY ABSORPTION:

• Enhanced flexibility in use of raw materials.

• The plant has been operated at its full efficiency level.

• Company has fully absorbed the technology to manufacturing Single SuperPhosphate (SSP) with an installed capacity of 400 TPD.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars 2020-21 2019-20
Foreign Exchange Earnings/Loss 7.15 (63.79)
Foreign Exchange Outgo 2561.05 1311.48

SAFETY HEALTH AND ENVIRONMENT (SHE) :

Company's focus on Safety Health and Environment continued during the year underreview across all locations with all manufacturing plants maintaining high safetystandards. Your Company maintained high standards of environmental performances with allfacilities operating well within norms. The overall safety environment continued toimprove during the year under review. To improve Environmental Management reportingadvanced emission monitoring equipment were installed and maintained at the sites.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. Asstipulated under the Listing Regulations the Report on Corporate Governance is appendedas Annexure F to this Report. The requisite certificate from the Auditor confirmingcompliance with the conditions of Corporate Governance by the Company is also attached tothe Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis which forms part of this Annual Reportinter-alia deal with the operations as also current and future outlook of the company isfurnished separately.

MATERIAL SUBSIDIARY POLICY

The Company has adopted a policy for determining material subsidiary in line with therequirements of the Listing Regulations. The Policy on Material Subsidiary is available onthe website of the Company i.e. on www.shivaagro.org.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India and approved by the Central Government.

ACKNOWLEDGEMENT

The Directors acknowledge and would like to place on record the commitment anddedication on the part of the employees of your Company for their continued efforts inachieving good results in an adverse situation.

The Directors also wish to acknowledge and record their appreciation of the continuedsupport and assistance received by the Company from Union Bank of India and other Banksfinancial institutions as well as from various Government bodies both at the Centre andthe State.

For and on behalf of the Board of Directors

Place: Nanded Omprakash Gilda
Dated: August 14 2021 Managing Director

.