Shiva Suitings Ltd.
|BSE: 521003||Sector: Others|
|NSE: N.A.||ISIN Code: INE02Z901011|
|BSE 05:30 | 01 Jan||Shiva Suitings Ltd|
|NSE 05:30 | 01 Jan||Shiva Suitings Ltd|
|BSE: 521003||Sector: Others|
|NSE: N.A.||ISIN Code: INE02Z901011|
|BSE 05:30 | 01 Jan||Shiva Suitings Ltd|
|NSE 05:30 | 01 Jan||Shiva Suitings Ltd|
The Members SHIVA SUITINGS LTD.
The Directors are pleased to present herewith the 35thAnnual Report on thebusiness and operations of your Company and Audited Financial Statements of the Companyfor the ended March 31 2020.
The State of the Company's Affairs:
1. KEY FINANCIAL HIGHLIGHTS:
During the year under review the Company has reported total revenue of Rs. 605.84/-registering an decrease in revenue by Rs. 19.20 as compared to the revenue of Rs 21.22 ofthe previous year.
Your Directors have decided not to recommend any dividend for the Financial Year endedMarch 31 2020.
3. TRANSFER TO RESERVES:
The Company has transferred the profit of Rs. 19.20 lacs earned during the FinancialYear ended March 31 2020to Reserves and Surplus.
4. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of business of the Company during the year underreview.
5. STATUTORY DISCLOSURES
The disclosures required to be made under Section 134(3)(m) of the Act read with Rule8(3) of the Companies (Accounts) Rules 2014 on the Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are given as under:
A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Information as per Section 134(3)(m) of the Companies Act 2013 read with the Rule 8(3)of the Companies (Accounts) Rules 2014 is not applicable to the Company.
B FOREIGN EXCHANGE EARNINGS AND OUTGO:
As the Company operates at the domestic level there are no Foreign Exchange earnings interms of actual inflows and Foreign Exchange outgo in terms of actual outflows during theyear under review.
6. MANAGEMENT DISCUSSION AND ANALYSIS:
The Indian textile Industry has been a significant contributor to the Indian economyboth in terms of its domestic share and exports and continues to play a pivotal role inIndia's growth story through its contribution to industrial output employment generationand export earnings. The textile Industry contributes about 7% to industry output 2% tothe GDP. The exports from the sector are valued at around $37 billion amounting to 13% ofIndia's total exports. India is one of the few countries with a complete and integratedtextile value chain having production at each level of textile manufacturing. The textileIndustry is labour intensive and is one of the largest employers. It is second largestcontributor towards employment generation after agriculture contributing 10% to thecountry's manufacturing owing to its labour intensive nature.
The Indian textiles Industry currently estimated at around 150 billion dollars(approx.) is expected to reach US$ 250 billion (approx.) by 2019. In 2019 theInternational Monetary Fund (IMF) predicts global growth 3.3% as compared to 3.6% inprevious year. Improvements are expected later and global economic growth in 2021 isexpected to return to 3.6 %. The World Trade Organization (WTO) as well as the World Bankand the Organisation for Economic Co-operation and Development (OECD) have downgradedtheir projections across trade equities currencies and interest rates.
Strength and Opportunities
Rise in income levels is expected to drive demand in textile industry;
India has abundant availability of raw materials such as cotton wool silk and jute.It also enjoys a comparative advantage in terms of skilled manpower and in cost ofproduction;
100% FDI (automatic route) is allowed in the Indian Textile Sector. To boost exportsfree trade with ASEAN is allowed;
Abundant raw material availability;
Low cost skilled labour;
Promising export potential;
With GST Implementation the organised sector is in the advantage.
Weakness and Threats
Indian Textile Industry is highly Fragmented Industry;
Competition in the domestic as well as world markets specially from China;
Lack of Technological Development that affect the productivity and otheractivities in whole value chain;
Cost competitiveness and low margins: Due to severe recessionary trends whichare continuing in the developed countries unit realisation of products may continue to beunder pressure; -
Technological obsolescence in weaving and spinning sector;
Problems of power yet prevail: Severe power shortage in some of the states will remaina big threat for the utilisation of the plant and equipment's due to shortage of powerthe utilisation may drop severely and hence volatility in yarn prices may continue;
Increase in Labour wage rate;
Increasing input costs i.e. power finance and logistics;
Fluctuation in Crude Oil Prices.
Management Perception of Risks and Concerns
In today's challenging and competitive environment strategies for mitigatinginherent risks in accomplishing the growth plans of the company are imperative. The mainrisks include strategic risk operational risk financial risk and compliances and legal
risk. The fast technology obsolescence high cost of manufacturing and taxation are themajor risk/ concerns of the business;
Fluctuations in foreign exchange adversely impacted exports and long term exportorders cannot be booked in view of the uncertainty in exchange rates also the fluctuationin exchange rates makes it difficult to purchase machinery from abroad due to uncertaintyof the future;
Adequate availability of raw material at the right prices is crucial for thecompany. Disruption in the supply or violent changes in the cost structure would affectthe profitability of the company;
Government's periodical announcements for liberalized tariff concessions offeredto least developed countries like Bangladesh Nepal Bhutan and other countries underSouth Asian Free Trade Area (SAFTA) is also an area concern.
However the future for the textile Industry looks promising buoyed by strong domesticconsumption as well as export demand. Free trade with Asian countries and proposedagreements with EU Countries will also help to boost exports. Also the west has startedtaken India seriously as a potential supplier of polyester yarn apart from china. Risinggovernment focus and favourable policies to support the Industry has led to growth in theIndustry.
Internal Control and Management Systems:
Your company has an adequate internal control system. There is a system of continuousinternal audit which aims at ensuring effectiveness and efficiency of systems andoperations. Your company has the benefit of internal control systems which have beendeveloped over the years and which has ensured that all transactions are satisfactorilyrecorded and reported and all assets are protected against loss from unauthorised use orotherwise. The process of Internal control and systems statutory compliance riskanalysis and its management and information technology are taken together to provide ameaningful support to the management process also continuous efforts are being made tostrengthen the system.
Your Company endeavours to perform and attempt to deliver the best at all times.However the statements made in this report describing the Company's objectivesexpectations or predictions shall be read in conjunction with the government policies asissued and amended from time to time the micro as well as macroeconomic scenarioprevailing at that time global developments and such other incidental factors that mayextend beyond the control of the Company and Management. Keeping this in view the actualresults may materially vary from those expressed in the statement.
While growth and success are the prime motto of the Company at the same time it alsorealizes the importance of its human capital. Continuous efforts are made to enhancemanpower productivity through its comprehensive compensation and benefits plans for allits employees. In order to develop a healthy environment within the organization we havea strong Performance Management System which ensures fairness and growth of allindividuals. Our culture reflects our core values which reinforce respect and dignity foreach individual and show work ethics for all employees.
Total income earned during the year under review is INR 605.84 Lakhs as against INR726.53earned in the previous year showing a decrease by 16.61%. Operating Profit (Incomefrom operations less direct expenses) of the Company for the current year is INR 25.64lakhs as compared to INR 28.58 lakhs in the previous year and hence has decreased by10.29 % from previous year.
7. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/ THE REPORT OF THE BOARD:
The Financial statement of the Company/ Board Report has not been revised during thefinancial year 2019-20 as per Section 131 of the Companies Act 2013.
8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments other than in the normal course of business haveoccurred after the close of the financial year till the date of this Report which wouldaffect the financial position of the Company.
(The advent of the COVID-19 pandemic has resulted in an economic slowdown whilst alsocreating an environment of fear in the economy. Your Board has taken adequate measures toensure that there are no grave repercussions on the financial ability of the Company andon the status of its going concern due to the lockdown imposed by the Government ofIndia.)
9. DETAILS OF SUBSIDIARY/ TOINT VENTURES/ASSOCIATE COMPANIES:
10. DETAILS OF NEW SUBSIDIARY/ TOINT VENTURES/ASSOCIATE COMPANIES:
11. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ TOINT VENTURES/ASSOCIATECOMPANIES:
12. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of the Company during the year underreview.
13. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS:
The Company has adequate and effective control systems commensurate with its size andnature of business to ensure that assets are efficiently used and the interest of theCompany is safe guarded and the transactions are authorized recorded and reportedcorrectly. Checks and balances are in place to determine the accuracy and reliability ofaccounting data.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not made any investment given any loans or guarantees pursuant toSection 186 of the Companies Act 2013 read with the Companies (Meetings of the Board andits Powers) Rules 2014.
15. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the Annual Return ofthe Company for the financial year 31st March 2020 is uploaded on the websiteof the Company and can be accessed at www.shivasuitings.com. The extract of Annual Returnas on 31st March 2020in the prescribed Form MGT-9 is hereby annexed with thisreport as "Annexure - I" and is a part of this report.
The Company has not accepted any deposits falling under the ambit of Section 73(1) ofthe Companies Act 2013 and the Rules made there under during the year under review.
17. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
The Company has not entered into any transactions with related parties in accordancewith the provisions of Section 188 of the Companies Act 2013.
18. NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES
a. Regular Meetings of the Board of Directors (herein after called as "theBoard") and its Committees are held to discuss and decide on various businesspolicies strategies financial matters and other businesses. The Board met for Four (4)times during the Financial Year 2019-20 under review:
b. The Company has the following two (2) Board level Committees which have beenestablished in compliance with the requirements of the business and relevant provisions ofapplicable laws and statutes:
1. Nomination and Remuneration Committee
2. Audit Committee
19. COMMITTEES OF BOARD:
I. Nomination and Remuneration Committee:
The 'Nomination and Remuneration Committee' consists of three (3) Directors with two(2) independent directors and one (1) executive director with the Chairman being theIndependent Director and the said constitution is in accordance with the provisions ofSection 178 of the Companies Act 2013. The Committee acts in accordance with the terms ofreference as approved and adopted by the Board.
The Composition of the Committee is as under:
II. Audit Committee:
In accordance with the provisions of Section 177 of the Companies Act 2013 yourCompany has constituted an "Audit Committee" comprising of Three (3) directorsconsisting of Two (2) Independent directors and one (1) executive director with theChairman being Independent director. The Audit Committee acts in accordance with the Termsof Reference specified by the Board in writing.
The Composition of the Committee is as under:
The Terms of reference of the Audit Committee are broadly stated as under:
1. Recommendation for appointment remuneration and terms of appointment of auditors ofthe company;
2. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;
3. Examination of the financial statement and the auditors' report thereon;
4. Approval or any subsequent modification of transactions of the company with relatedparties;
5. Scrutiny of inter-corporate loans and investments;
6. Valuation of undertakings or assets of the company wherever it is necessary;
7. Evaluation of internal financial controls and risk management systems;
8. Monitoring the end use of funds raised through public offers and related matters.
III. THE VIGIL MECHANISM:
Over the years the Company has established a reputation for doing business withintegrity and displays zero tolerance for any form of unethical behavior. Your Companybelieves in promoting a fair transparent ethical and professional work environment. TheBoard of Directors of the Company has established a Whistle Blower Policy & VigilMechanism in accordance with the provisions of the Companies Act 2013 and the SEBI (LODR)Regulations 2015 for reporting the genuine concerns or grievances or concerns of actualor suspected fraud or violation of the Company's code of conduct. The said Mechanism isestablished for Directors and employees to report their concerns. The policy provides theprocedure and other details required to be known for the purpose of reporting suchgrievances or concerns. The Audit Committee of the Company oversees the functioning ofthis policy. Protected disclosures can be made by a whistle blower through severalchannels to report actual or suspected frauds and violation of the Company's Code ofConduct and/or Ethics Policy. Details of the Whistle Blower Policy & Vigil Mechanismhave been disclosed on the Company's website at www.shivasuitings.com.
20. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS:
As required under section 178(2) of the Companies Act 2013 and under Schedule IV tothe Companies Act 2013 on code of conduct for Independent directors a Comprehensiveexercise for evaluation of the performances of every individual director of the Board asa whole and its Committees and of the Chairperson of the Company has been carried by yourcompany during the year under review as per the evaluation criteria approved by the Boardand based on the guidelines given in schedule IV to the Companies Act 2013.
21. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the financial year 2019-20 following changes in Directors and Key ManagerialPersonnelhave occurred:
A) STATUTORY AUDITORS:
Pursuant to provisions of Section 139 of the Companies Act 2013 M/s P. R.Agarwal&Awasthi Chartered Accountants (ICAI Firm Registration No. 117940W) wereappointed as Statutory Auditors of the Company for a term of Five years commencing fromfinancial year2018-2019 to 2012-2022.The Company has also received a certificate from theStatutory Auditors under Section 141 of the Companies Act 2013.
The requirement of seeking ratification of the Members for continuance of theirappointment has been withdrawn consequent upon the changes made by the Companies(Amendment) Act 2017 with effect from May 7 2018. Hence the resolution seekingratification of the Members for their appointment is not being placed at the ensuing AGM.
B) SECRETARIAL AUDITOR:
In terms of the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointedM/s. Pramod S. Shah and Associates Practicing Company Secretaries as aSecretarial Auditors for conducting Secretarial Audit of the Company for the financialyear ended 31st March 2020 of the Company. The Report of the Secretarial Auditis annexed herewith as Annexure - II. The Secretarial Audit Report contains the followingqualifications reservations or adverse
C) COST AUDITORS AND THEIR REPORT:
As per Section 148 of the Act read with the Companies (Cost Records and Audits) Rules2014 as amended and as per latest audited financial statement the Company was notrequired to maintain the Audit records and conduct a Cost Audit during the year underreview.
23. QUALIFICATION GIVEN BY THE STATUTORY AUDITORS:
The following qualification is given by the Statutory Auditor in their report for theFinancial Year 2019-20:
The Company has not transferred following amounts which were required to be transferredto the Investor Education and Protection Fund the details are as under:-
24. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
The Company has not entered into transactions with related parties in accordance withthe provisions of the Section 188 of Companies Act 2013 and the rules made there underduring the year under review.
25. DETAILS OF REMUNERATION/COMPENSATION RECEIVED BY MANAGING DIRECTOR FROM HOLDING/SUBSIDIARY COMPANIES:
26. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL:
The details with regard to payment of remuneration to Director and Key ManagerialPersonnel are provided in Form No. MGT-9- extract of annual return appended as"Annexure - I".
27. PARTICULARS OF REMUNERATION OF EMPLOYEES:
None of the employees of the Company are drawing remuneration in excess of the limitsprescribed under Rule (5)(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
28. CHANGE IN CAPITAL STRUCTURE:
There has is no change in the capital structure of the Company during the year ended 31stMarch2020.
29. CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall within the purview of Section 135 of the Companies Act 2013and hence accordingly CSR is not applicable to the Company .
30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBULNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATION IN FUTURE:
There are no material or significant orders passed by the regulators or courts ortribunals impacting the going concern status and the company's operation in future.
31. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANANGEMENT POLICY U/S 134:
As per Regulation 21 of Securities and Exchange Board of India (Listing Obligation andDisclosure Requirement) Regulations 2015 the top 100 listed entities needs to adopt RiskManagement Policy. Therefore the Company is not required to adopt Risk Management Policy.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company is committed to provide safe and conducive environment to its employeesduring the year under review. Your Directors further state that during the year underreview there were no cases filed pursuant to the Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
33. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OFCOMPANIES ACT 2013:
There are no frauds reported by the Auditor which are required to be disclosed underSection 143(12) of Companies Act 2013.
34. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6)OF THE COMPANIES ACT 2013:
As per the provisions of Section 149(4) of the Companies Act 2013 read with TheCompanies (Appointment and Qualifications of Directors) Rules 2014 every listed publiccompany shall have at least one-third (1/3) of the total number of directors asindependent directors.
In view of the above your Company has duly complied with the provision by appointingfollowing Independent Directors:
The Company's Independent Directors have submitted requisite declarations confirmingthat they continue to meet the criteria of independence as prescribed under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations.They also have submitteddeclaration to the effect that they meet with the criteria of 'Independence' as required
under section 149(7). The Independent Directors have also confirmed that they havecomplied with Schedule IV of the Act and the Company's Code of Conduct.
The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of finance peoplemanagement strategy auditing tax and risk advisory services infrastructure bankinginsurance financial services investments mining & mineral industries andE-marketing; and they hold highest standards of integrity.
35. BUSINESS RESPONSIBILITY REPORTING
Your Company does not fall under purview of top 100 listed companies who aremandatorily required to furnish Business Responsibility Report to the Stock Exchange.
36. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with provisions of section 134(3)(c) and 134(5) of the Companies Act2013 your Directors state the following:-
a) In the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards had been followed and there are no material departuresfrom the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of the profit ofthe Company for the year ended on that date;
c) The Directors have taken proper and sufficient care 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) The directors had prepared the annual accounts on a going concern basis;
e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
37. COMPLINCE WITH APPLICABLE SECRETERAIL STANDARDS:
The company has complied with the applicable Secretarial Standards for the financialyear 2019-2020.
38. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued any equity shares with differential voting rights.
Your Directors place on record their sincere gratitude for the assistance guidance andcooperation the Company has received from all stake holders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.