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Shiva Mills Ltd.

BSE: 540961 Sector: Industrials
NSE: SHIVAMILLS ISIN Code: INE644Y01017
BSE 00:00 | 04 Oct 134.30 22.35
(19.96%)
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116.60

HIGH

134.30

LOW

116.60

NSE 00:00 | 04 Oct 134.85 22.45
(19.97%)
OPEN

116.95

HIGH

134.85

LOW

115.90

OPEN 116.60
PREVIOUS CLOSE 111.95
VOLUME 16891
52-Week high 209.00
52-Week low 75.00
P/E 6.70
Mkt Cap.(Rs cr) 116
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 116.60
CLOSE 111.95
VOLUME 16891
52-Week high 209.00
52-Week low 75.00
P/E 6.70
Mkt Cap.(Rs cr) 116
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shiva Mills Ltd. (SHIVAMILLS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Thirty First Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2022.

FINANCIAL RESULTS:

The Company's financial results for the period under review are as follows:-

(Rs. In lakhs)

PARTICULARS 2021-22 2020-21
GROSS REVENUE FROM OPERATIONS 4019.85 3038.02
NET REVENUE FROM OPERATIONS & OTHER INCOME 4022.34 3042.54
PROFIT BEFORE INTEREST & DEPRECIATION 147.89 134.05
INTEREST 186.23 188.43
DEPRECIATION 38.61 56.58
PROFIT BEFORE EXCEPTIONAL ITEM (76.95) (110.96)
EXCEPTIONAL ITEM 902.55 -
PROFIT BEFORE TAX 825.60 (110.96)
CURRENT TAX 148.53 -
DEFERRED TAX 6.76 23.82
PROFIT / (LOSS) AFTER TAX 670.31 (134.78)
PROFIT/ (LOSS) OF EARLIER YEARS (452.26) (317.48)
PROFIT / (LOSS) 218.98 (452.26)

DIVIDEND:

Considering the current financial position the Board of Directors have not recommendedany dividend for the financial year 2021-22.

REVIEW OF OPERATIONS:

During the year under review your Company has reported Gross Revenue from Operationsof Rs.4019.85 lakhs compared to Rs.3038.02 lakhs during the previous year. During theyear there was increase in Gross Revenue from Operations of the Company by 32.32%. Thereis reasonable increase in Sales of the Company during the Financial Year 2021-22 resultingin increase in the total Revenue. The Net Profit after depreciation interest and taxstood at Rs.670.31 lakhs as against Net Loss of Rs. 134.78 lakhs in the previous year.Company is taking necessary steps to increase profitability. The Retained earnings of theCompany has increased to Rs.218.98lakhs from an Accumulated loss of Rs.452.26lakhs in theprevious year.

The Company had no export sales for the past two financial years because of outbreak ofthe covid-19 pandemic. Hence your Company has stated no exports during Financial Year2021-22 as well as 2020-21.During the year The Company by the Board in its meeting heldon 28th May 2021 has decided to initiate with the sale of the property of theCompany situated at Nellore. During March 2022 the Company has disposed-off its propertysituated in Nellore for a total consideration of Rs.1359.75 lakhs. This property beingsituated in the Industrial Estate the Company had to pay an amount of Rs.414.75 lakhs forconverting the use of land for Industrial purpose to Commercial purpose to Andhra PradeshIndustrial Infrastructure Corporation Limited for affecting the sale. This amount has beencapitalized and has not been treated as expense since it formed part of the totalconsideration received for the sale of property. The Company has also incurredcommission/brokerage expenses of Rs.22.66lakhs against the sales of the said property.

Your Company has also availed Rs.78.00lakhs as MSME loan from the Karnataka Bank underGECL 1.0 Extension Schemewhose guarantee is also covered by NCGTC to mitigate the economicdistress faced by MSME enterprise due to covid-19.

TRANSFER TO RESERVES:

The Company has made no transfers to reserves during the financial year 2021-22.

MATERIAL CHANGES AND COMMITMENTS:

The Company has sold the Company's property situated at Nellore for a net profit ofRs.902.56lakhs in the month of March 2022. The Company has released the documents ofNellore property mortgaged with the Karnataka Bank during the year to affect the sale. TheCompany has changed its website from www.blissgroup.com to www.stanpacks.in with effectfrom 28th May 2021.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the SEBI Listing (Obligations and Disclosures)Requirements Regulations the Management Discussion and Analysis Report is enclosed as Annexure1.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 has been published in the website of theCompany which can be accessed through the following link - https://stanpacks.in/annual-return.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Sri G.S. Rajasekar (DIN: 00086002) Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. The subject formspart of the ordinary business in the Notice of the 31st Annual General Meeting.Your Board of Directors has recommended his re-appointment.

The Company has re-appointed Sri G V Gopinath (DIN: 02352806) as Managing Director andSri G S Sridhar (DIN:01966264) as Joint Managing Director with effect from 01stApril 2022 for a period of three years as approved by the shareholders in the last AnnualGeneral Meeting.

Sri G.P.N. Gupta (DIN: 00086174) has resigned as Director of the Company from thebusiness closing hours of 24th May 2022.

The notice convening the AGM includes the proposal for re-appointment of Directors.

NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies /policies and review the financial performances of the Company. The Board Meetings arepre-scheduled and a tentative annual calendar of the Board is circulated to the Directorswell in advance to facilitate the Directors to plan their schedules.

Meeting No. of Meeting during the Financial Year 2021-22 Date of the Meeting
Board Meeting 6 28th May 2021 16th July 2021 11th August 2021 12th November 2021 07th January 2022 & 11th February 2022.
Audit Committee 4 28th May 2021 11th August 2021 12th November 2021 & 11th February 2022
Nomination & Remuneration Committee 1 28th May 2021
Share transfer Committee - No meeting held during the year
Stakeholders' Grievances Committee - No meeting held during the year

The interval between two Board Meetings was well within the maximum period mentionedunder section 173 of the Companies Act 2013 and SEBI Listing (Disclosures andObligations Requirements) Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(C) of the Companies Act 2013 the Directors herebystate and confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March2022 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the Financial Year and of theprofit and loss of the Company for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

During the year under review there were no frauds reported by the Auditors on theemployees or officers of the Company under section 143(10) of the Companies Act 2013.

INDEPENDENT DIRECTORS:

The Company is managed and controlled by professional Board of Directors with anoptimum combination of Executive Non-Executive and Independent Directors including oneWoman Director. The Non - Executive Independent Directors fulfills the conditions ofindependence specified in Section 149(6) of the Companies Act 2013. The Company hasreceived necessary declaration from each Independent Director of the Company under Section149(7) of the Act that they meet the criteria of independence as laid down in Section149(6) of the Act.

Whenever new Non-executive and Independent Directors are inducted in the Board they areintroduced to our Company's culture through appropriate orientation session and they arealso introduced to our organization structure our business constitution boardprocedures our major risks and management strategy. The draft appointment letter ofIndependent Directors has been placed on the Company's website at www.stanpacks.in.

Further the Independent Directors have included their names in the data bank ofIndependent Directors maintained with the Indian Institute of Corporate Affairs in termsof Section 150 of the Act read with Rule 6 of the Companies (Appointment &Qualification of Directors) Rules 2014 and have obtained the certificate either byclearing the selfproficiency test or by claiming exemption.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act 2013 the IndependentDirectors held a Meeting on 11th February 2022 without the attendance ofNon-Independent Directors and members of Management.

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act 2013 the Board of Directors hasframed a policy which lays down a framework in relation to remuneration of Directors KeyManagerial Personnel and Senior Management of the company. The policy also lays down thecriteria for selection and appointment of Board Members.

Nomination & remuneration Policy:

In accordance with the Nomination and Remuneration Policy the Nomination andRemuneration Committee has inter alia the following responsibilities:

1. The Committee shall formulate the criteria for determining qualifications positiveattributes and independence of a director.

2. The Committee shall identify persons who are qualified to become Director andpersons who may be appointed in Key Managerial and Senior Management positions inaccordance with the criteria laid down in this policy.

3. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.

4. The Board shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Personnel KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration/ compensation/ commission etc. shall be subject tothe prior/ post approval of the shareholders of the Company and Central Governmentwherever required.

6. Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial PersonnelChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

8. The Non- Executive/ Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof provided that the amount of such feesshall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.

9. Commission to Non-Executive/ Independent Directors may be paid within the monetarylimit approved by shareholders subject to the limit not exceeding 1% of the net profitsof the Company computed as per the applicable provisions of the Companies Act 2013.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act 2013 a structured questionnaire wasprepared after taking into consideration of the various aspects of the Boards'functioning composition of the Board and its committees culture execution andperformance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Director expressed their satisfaction with theevaluation process.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by theBoard. Pursuant to Section 177(8) of the Companies Act 2013 the Composition of AuditCommittee is given as under:

Composition of Audit Committee:

The Composition of the Audit Committee as on 31st March 2022 is as follows:

• Sri R Sukumar - Chairman cum Member

• Sri S Ramakrishnan - Member

• Sri G P N Gupta - Member

• Smt Shobha Gupta - Member

• The Company Secretary shall act as the Secretary of the Committee INTERNALCOMPLAINTS COMMITTEE:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Internal Complaints Committee ("ICC") has been set up to redressthe complaints received regarding sexual harassment. All employees are covered under thispolicy. No Complaints were received and disposed off during the year under review. TheCommittee in place is for both factory as well as head office of the Company.

VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act 2013 your Company has established aVigil Mechanism policy for directors and employees to report concerns about unethicalbehaviors actual or suspected fraud violations of Code ofConduct of the Company etc. Themechanism also provides for adequate safeguards against victimization of employees whoavail of the mechanism and also provides for direct access by the Whistle Blower to theAudit Committee. It is affirmed that during the Financial Year 2019-20 no employee hasbeen denied access to the Audit Committee. The vigil mechanism policy is also available inthe Company's website.

RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act 2013 the Company has a risk managementpolicy in place for identification of key risks to its business objectives impactassessment risk analysis risk evaluation risk reporting and disclosures riskmitigation and monitoring and integration with strategy and business planning.

The Management identifies and controls risks through a properly defined framework interms of the aforesaid policy. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 the appointmentof M/s. J.V. Ramanujam & Co Chartered Accountants (Firm Registration No. 002947S) asStatutory Auditors of the Company have been approved in the 26th Annual GeneralMeeting of the Company. They shall hold office until the conclusion of the 31stAnnual General Meeting of the Company. As the tenure of the Statutory Auditors expires inthe ensuing Annual General Meeting and are eligible for re-appointment. The Board hasdecided to re-appoint M/s. J.V. Ramanujam & Co Chartered Accountants (FirmRegistration No. 002947S) as Statutory Auditors for the second term subject to theapproval of the shareholders. The matter of their re-appointment forms part of the noticefor the ensuing Annual General Meeting.

REPORTING OF FRAUDS BY AUDITORS:

There is no fraud reported in the Company during the F.Y. ended 31st March 2022. Thisis also being supported by the report of the Auditors of the Company as no fraud has beenreported in their audit report for the F.Y. ended 31st March 2022.

COST AUDIT:

Pursuant to notification of Companies (Cost Records and Audit) Rules 2014 read withCompanies (Cost Records and Audit) amendment rules 2014 the Company's product does notfall under the purview of Cost Audit from the Financial Year 2014-15. The Company has alsointimated the non-applicability of Cost Audit to the Registrar of Companies.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s. Lakshmmi Subramanian & AssociatesPracticing Company Secretaries to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report for the year 2021-22 is included as Annexure2 and forms anintegral part of this Report.

The Secretarial Audit Report provided by the Secretarial Auditor M/s. LakshmmiSubramanian & Associates Practicing Company Secretaries does not contain anyobservations/qualifications/adverse remarks.

LOANS GUARANTEES AND INVESTMENTS:

The Company has not granted loan or guarantee in respect of a loan to any person orbody corporate or acquisition of shares in other body corporate under section 186 of theCompanies Act 2013.

During the Financial Year 2021-22 the Company has invested in equity shares of M/s.Chennai Plastic Print Lam Association as part of MSME Cluster Scheme.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Thus disclosure in Form AOC-2 is not required.

The related party transactions as required under Section 134 (3) (h) of the CompaniesAct 2013 r/w Rule 8 of the Companies (Accounts) Rules 2014 are detailed under Note 12 -Notes annexed to and forming part of the Balance Sheet of the company.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company and Directors is furnished hereunder:

(Rs. in lakhs)

S. No Name Designation Remuneration paid FY 2021-22 Remuneration paid FY 2020-21 Increase /Decrease in remuneration from previous year Ratio / times per median of employee remuneration
1 G.V. Gopinath Managing Director 17.60 18.40 -4.35% 7.68
2 G.S. Sridhar Joint Managing Director and Chief Financial Officer 19.20 18.40 4.35% 7.73
3 Anup Hegde P Company Secretary 4.42 3.15 4.97% 1.68

Note:

1. The remuneration payable to the KMP / Whole time directors are in accordance withthe Industry and Geographical standards and as per the Remuneration policy of the Company.

2. The percentage decrease in the median remuneration of employees in the financialyear is 0.08%.

3. The number of permanent employees on the rolls of company as on 31st March 2022 is52.

4. The average increase in salaries of employees other than managerial personnel in2021-22 was 7.32%.

5. No remuneration is paid to the Independent Directors of the Company other than thesitting fees of Rs.10000/- for attending Board / Committee Meetings. The details ofsitting fees paid to the Directors are set out in Extract of Annual Return which isavailable in the website of the Company www.stanpacks.in.

6. The Ratio of salary of Company Secretary with the median has been calculatedproportionately for whole year.

PERSONNEL:

None of the employees of the Company drew remuneration which in the aggregate exceededthe limits fixed under Section 134(3)(q) read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Sec.134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 are enclosed as part of theReport as Annexure - 3.

CORPORATE GOVERNANCE:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 your Company does not fall under the purviewof complying with the provisions of Corporate Governance. During the year with theapproval of Board of Directors your Company has informed the non-applicability provisionto the Bombay Stock Exchange.

Since the provision of Corporate Governance is not applicable for the entire FinancialYear 2021-22 a separate report of Corporate Governance is not disclosed in the AnnualReport 2021-22.

DETAILS OF ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION ALONG WITH THEREASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bankor Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OFTHE FINANCIAL YEAR:

There is no proceeding pending under the Insolvency and Bankruptcy Code 2016.

SECRETARIAL STANDARDS OF ICSI:

The Company herewith confirms that during the year under review the Company hascomplied with all the applicable Secretarial Standards as issued by the Institute ofCompany Secretaries of India.

CORPORATE SOCIAL RESPONSIBILTY:

As per the provision of Section 135 of the Companies Act 2013 all companies having anet worth of Rs.500crore or more or a turnover of Rs.1000crore or more or a net profitof Rs.5crore or more during any financial year are required to constitute a CSR committeeand our Company does not meet the criteria as mentioned above hence the Company has notconstituted any Corporate Social Responsibility Committee; and has not developed andimplemented any Corporate Social Responsibility initiatives and the provisions of Section135 of the Companies Act 2013 are not applicable to the Company.

PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of Section 197 of the CompaniesAct 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor is any subsidiary company thereforedisclosure under Section 197 (14) of the Companies Act 2013 not applicable.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2022-23 tothe Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed witheffect from 05th August 2022 to 11th August 2022. (both daysinclusive).

DEPOSITS:

During the financial year 2021-22 your Company has not accepted any deposit under theprovisions of the Companies Act 2013 read together with the Companies (Acceptance ofDeposits) Rules 2014. Your company has repaid all the deposits accepted under CompaniesAct 1956 with interest and as such no amount of principal or interest was outstanding ason the Balance Sheet date.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS OR TRIBUNALS:

During the year the Company has not received any significant and material orderspassed by the Regulators or courts or tribunals which would affect the going concernstatus of the Company and its future operations.

INTERNAL FINANCIAL CONTROLS:

The company has in place Internal Financial Control system commensurate with size& complexity of its operations to ensure proper recording of financial and operationalinformation & compliance of various internal controls & other regulatory &statutory compliances. During the year under review no material or serious observationhas been received from the Internal Auditors of the Company for inefficiency or inadequacyof such controls.

QUALITY MANAGEMENT SYSTEMS:

Your Directors are happy to report that as a commitment in meeting global qualitystandards your company continues to have ISO 9001:2015 quality management systems acertificate from Intertek Certification Limited.

FORWARD LOOKING STATEMENTS:

Statements in this management discussion and analysis describing the Company'sobjectives projections estimates and expectations may be 'forward-looking statements'within the meaning of applicable laws and regulations. Actual results

may differ substantially or materially from those expressed or implied. Importantfactors that could make a difference to the Company's operations include economicconditions affecting demand/supply and price conditions in the domestic and overseasmarkets in which the company operates changes in the Government regulations tax laws andother statutes and other incidental factors.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere gratitude to theencouragement assistance co-operation and support given by the Central Government theGovernment of Tamil Nadu and The Karnataka Bank Ltd. during the year. They also wish toconvey their gratitude to all the customers Auditors suppliers dealers and all thoseassociated with the company for their continued patronage during the year.

Your Directors also wish to place on record their appreciation for the hard work andunstinting efforts put in by the employees at all levels. The directors are thankful tothe esteemed stakeholders for their continued support and the confidence reposed in theCompany and its management.

For and on behalf of the Board

Place: Chennai G V Gopinath G S Sridhar
Date: 24th June 2022 Managing Director Joint Managing Director and CFO
DIN:02352806 DIN:01966264

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