Your Directors are pleased to place before you the Twenty Fifth Annual Report and theAudited Accounts of the company for the year ended March 31 2017.
PERFORMANCE OF THE COMPANY
Your company's financial results are summarized hereunder:
| || || |
(Amount in Rs. Lacs)
| ||Consolidated ||Standalone |
|Particulars ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Income || || || || |
|From Operations ||45281.66 ||46409.80 ||8985.65 ||11028.50 |
|Other ||123.20 ||93.52 ||76.05 ||64.88 |
|Total ||45404.86 ||46503.32 ||9061.70 ||11093.38 |
|Profit Before Interest Depreciation and Taxation ||2486.65 ||2545.90 ||754.86 ||801.75 |
|Less: Interest ||1146.52 ||1424.81 ||355.85 ||405.75 |
|Depreciation ||290.10 ||295.77 ||97.68 ||94.47 |
|Profit Before Tax ||1050.03 ||825.32 ||301.33 ||301.53 |
|Less: Provision for Tax (Including Deferred Tax and MAT Credit Entitlement) ||320.21 ||309.46 ||95.07 ||108.33 |
|Profit After Tax ||729.82 ||515.86 ||206.26 ||193.20 |
|Add: Surplus brought forward ||2722.90 ||2397.78 ||1655.98 ||1472.78 |
|Less: Transfer to Minority Interest ||219.77 ||171.25 ||- ||- |
|Add: Adjustments on account of change in holding ||14.20 ||- ||- ||- |
|Amount available for appropriations ||3218.75 ||2742.39 ||1862.24 ||1665.98 |
|Appropriations || || || || |
|Transfer to General Reserve ||19.47 ||19.47 ||10.00 ||10.00 |
|Surplus retained in the Profit & Loss Account ||3199.29 ||2722.90 ||1852.24 ||1655.98 |
TRANSFER TO RESERVES
The Company proposes to transfer Rs.10 Lacs to the General Reserve of the Company andretain Rs.1852.24 Lacs in the Statement of Profit and Loss.
REVIEW OF OPERATIONS
During the year 2016-17 fertiliser industry benefitted from the south west monsoon andreduction in raw material prices which further led to liquidation of the channelinventory.
During the year under review the Company achieved turnover of Rs. 8986 Lacs as againstthe previous year Rs. 11029 Lacs. The earnings before interest depreciation and tax(EBIDTA) was Rs.755 Lacs against Rs. 802 Lacs of the previous year.
The company could achieve a consolidated turnover of Rs.45282 Lacs as compared toprevious year's Rs. 46410 Lacs and Net Profit Before Tax of Rs.1050 Lacs for the yearunder review as against the previous year's consolidated Net Profit Before Tax of Rs. 825Lacs. Inspite of fall in turnover the profitability ratio has improved.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on Management Discussion and Analysis which forms part of this Annual Reportinter-alia deals with the operations as also current and future outlook of the companyis furnished separately.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) and 134(5) of the Companies Act 2013the Board of Directors of Shiva Global Agro Industries Limited make the followingstatements to the best of their knowledge and belief and according to the information andexplanations obtained by them:
a) That in the preparation of the annual financial statements for the year ended March31 2017 the applicable accounting standards have been followed and there have been nomaterial departures therefrom;
b) That the accounting policies mentioned in Notes forming part of the FinancialsStatements have been selected and applied consistently and judgments and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2017 and of the profits of the Company for theyear 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 Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That the annual financial statements have been prepared on a going concern basis;
e) That proper internal financial controls have been laid down to be followed by theCompany and such internal financial controls are adequate and operating effectively;
f) That proper systems are in place to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
CONSOLIDATED FINANCIAL RESULTS:
Consolidated Financial Statements incorporating the operations of the Company and itssubsidiaries is appended.
As required under the provisions of the Act a statement showing the salient featuresof the financial statements of the subsidiaries in form AOC-1 is enclosed as an Annexure Ato this Report.
However the Accounts of the Subsidiary Companies and the related information will bemade available to the Members of Shiva Global Agro Industries Limited and its SubsidiaryCompanies on request and will also be kept for inspection at the Registered Office of theCompany.
i) Shiva Parvati Poultry Feed Private Limited:
The Company (a 51 % subsidiary) achieved a total turnover of Rs.15359.67 Lacs andearned Rs.124.23 Lacs of Profits After Tax.
ii) Ghatprabha Fertilizers Private Limited
The Company (a 61.53% subsidiary) achieved a total turnover of Rs.4211.27 Lacs andearned Rs.51.79 Lacs of Profits After Tax.
iii) Shrinivasa Agro Foods Private Limited
The Company (a 51.01 % subsidiary) achieved a total turnover of Rs.13142.89 Lacs andearned Rs.269.78 Lacs of Profits After Tax.
iv) Kirtiman Agrogenetics Limited
The Company (a 64.50% subsidiary) achieved a total turnover of Rs.3641.78 Lacs andearned Rs.19.08 Lacs of Profits After Tax.
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.
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.
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.72.70 Lacs during the year under review andtotal Rs.96.70 Lacs were outstanding as on March 31 2017. 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 other than the unclaimed deposits as at the end ofthe year under review.
PARTICULARS OF EMPLOYEES
A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure B to this Report.
The Company has no Employees whose salary exceeds the limits prescribed under Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3)(a) of the Act an extract of the Annual Return in theprescribed format is appended as Annexure C to this Report.
The Company is committed to maintain high standards of Corporate Governance. Asstipulated under the requirements of the Listing Agreement with Stock Exchanges a reporton Corporate Governance duly audited is appended as Annexure D for information of theMembers. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of Corporate Governance is attached to the Report on CorporateGovernance.
In accordance with Article 31 of the Company's Articles of Association read withSection 152 of the Companies Act 2013 Mr. Deepak Shyamsunder Maliwal is retiring at theensuing Annual General Meeting. Mr. Deepak Shyamsunder Maliwal being eligible offerhimself for re-appointment.
All the Independent Directors of the Company have given declarations under sub-section(6) of Section 149 of the Act and the same have been considered and taken on record bythe 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.
NUMBER OF BOARD MEETINGS
A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year 2016-17 Seven Board Meetings were held the details of which are given in theReport on Corporate Governance.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has adequate Internal Financial Controls commensurate with the naturesize and complexity of the businesses and operations. These are routinely tested andcertified by Statutory as well as Internal Auditors. Significant audit observations andthe follow up action are reported to the Audit Committee.
WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical conduct. The Company has a Whistle Blower Policy which provides theemployees customers vendors and directors an avenue to raise concerns on ethical andmoral standards and legal provisions in conduct of the business operations of the Company.
The Whistle Blower Policy is also placed on the website of the Company atwww.shivaagro.org.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE POLICY
The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 (Act). An Internal Compliance Committee (ICC) has been set up toredress complaints received regarding sexual harassment. All employees are covered underthis Policy. During the year 2016-17 there were no complaints received by the ICC.
In accordance with the provisions of the Act and Clause 49 of the Listing Agreementthe Board has carried out evaluation of its own performance the performance of Committeesof the Board namely Audit Committee Stakeholders Relationship Committee and Nominationand Remuneration Committee and also the directors individually. The manner in which theevaluation was carried out and the process adopted has been mentioned out in the Report onCorporate Governance.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. Salient features of the Remuneration Policy are set out in the Report onCorporate Governance.
RISK MANAGEMENT POLICY
The Company has constituted a Risk Management Committee. Details of constitution of theCommittee and its terms of reference are set out in the Report on Corporate Governance.The Company has formulated a Risk Management Policy under which various risks associatedwith the business operations are identified and the mitigation process are being taken up.
MATERIAL SUBSIDIARY POLICY
The Company has adopted a policy for determining material subsidiary in line with therequirements of the Listing Agreement. The Policy on Material Subsidiary is available onthe website of the Company.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There were no materialsignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or the Senior Management which may have a potential conflict withthe interest of the Company at large.
All related party transactions were placed before the Audit Committee / Board forapproval. Prior approval of the Audit Committee was obtained for the transactions whichare foreseen and are in repetitive in nature. The related party transactions entered intoare reviewed by an independent audit firm to confirm that they were in the ordinary courseof business and at arm's length basis. The Company has formulated a policy for RelatedParty Transactions which has been approved by the Board and is placed on the website ofthe Company.
None of the Directors had any pecuniary relationship or transactions with the Companyexcept the payments made to them in the form of remuneration sitting fee and commission.
The Audit Committee comprises of Mr. Deepak S. Maliwal Chairman Mr. Divakar Shettyand Mrs. Sandhya Maheshwari. All the recommendations made by the Audit Committee wereaccepted by the Board.
M/s Aditya Falor & Associates Chartered Accountants were appointed as Auditors ofthe Company for a period of five years from the conclusion of the Annual General Meetingheld on September 29 2016. As required under the provisions of Section 139 of the Act aresolution for the yearly ratification of their appointment is being placed before theshareholders for their approval.
Pursuant to Section 148 of the Act read with The Companies (Cost Records and Audit)Rules 2014 as amended the cost records of the Company are required to be audited. Basedon the recommendations of the Audit Committee your Board has appointed the followingpracticing Cost Accountants Mr. Jayant B. Galande to audit the cost records of theCompany. The Cost Audit Report for the year 2015-16 has been filed with Ministry ofCorporate Affairs within the prescribed time limit as per the Act.
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 Company Secretaries to undertake the secretarial audit ofthe Company.
The report of the Secretarial Auditor is marked as Annexure E to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
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.
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 Companies (Accounts) Rules 2014 are enclosed as Annexure F to this Report.
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.
| ||By the order of the Board |
|Place: Nanded ||Omprakash Gilda |
|Dated: 30th May 2017 ||Managing Director |