Your Directors have pleasure in presenting the Forteith Annual Report of the Companyalong with the Audited Statement of Accounts for the year ended 31st March 2019.
1. FINANCIAL RESULTS:
| || |
(Rupees in Lakhs)
|Particulars ||31-03-2019 ||31-03-2018 |
|Total Income ||2568.87 ||2235.85 |
|Profit before Depreciation Interest & Tax ||95.63 ||103.97 |
|Depreciation ||131.30 ||97.07 |
|Interest ||75.46 ||57.21 |
|Profit (Loss) before Tax ||(111.13) ||(50.31) |
|Provision for Tax-[Net] ||(27.76) ||(19.10) |
|Profit (loss) after Tax ||(83.36) ||(31.21) |
2. PERFORMANCE & RESULTS:
The Total turnover of the company during the year review was Rs.2568.87 Lacs ascompared to Rs. 2235.85 lacs in the year 2017-2018. The company has incurred a net lossafter tax of Rs. 83.36 Lacs as compared to net loss after tax of Rs. 31.21 Lacs in thecorresponding year. The increase in loss is due to increase in employment cost Financecost and Depreciation.
3. OPERATIONS AND FUTURE PLANS:
Looking to the present scenario the management of the company has taken followingsteps:
(a) EXPORT :
Looking to the success of past years Export performance in Srilanka Nepal SouthAfrican and Mexican markets the Company is again participating in Hardware Show in Mexicoin Sept 2019.
(b) NEW PRODUCT DEVELOPMENT
W ith the installation of Roughing Mill and other equipment the Company has startedRolling Nickel Chromium alloys wires and expects this work to grow in this segment.
Company is also offering different variant in existing products line to meet thecustomers requirement.
(c) FUEL EFFICIENCY
W ith the installation of waste Heat recovery system Company has improved its fuelefficiency.
4. CHANGES IN THE NATURE OF BUSINESS IF ANY:
There is no Change in the nature of Business of the company.
In view of the loss incurred during the year your Board of Directors regrets theirinability to declare dividend for the year 2018-19.
6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal Auditors are an integral part of the internalcontrol mechanism. To maintain its objectivity and independence the Internal Auditorsreports to the Chairman of the Audit Committee of the Board.
7. EXTRACT OF ANNUAL RETURN:
In accordance with requirements under Section 134(3)(a) of the companies Act 2013 thedetails forming part of the extract of the Annual Return in form MGT-9 is annexed herewithas (Annexure- A).
8. STATUTORY AUDITORS AND AUDITOR'S REPORT:
Pursuant to the provisions of section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 and the rules framed there under the members at their 39th AnnualGeneral Meeting (AGM) held on 29th September 2018 approved the appointment of M/s AmbavatJain & Associates LLP (Firm Registration No.109681W ) as the statutory Auditors of theCompany for a period of four years to hold office from the conclusion of 39th AGM till theconclusion of 43rd AGM of the Company.
The notes on financial statements referred to in the Auditors Report areself-explanatory and do not call for any other comments. The Auditors Report contains anunmodified opinion.
9. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. AVIDUS CORPORATE ADVISORS LLP a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company for the financial year 2018-19.The Secretarial Audit Report (Annexure-B) forms a part of the Boards report to theMembers.
The Secretarial Audit Report contains qualification relating to non compliance ofsection 79 of the Companies Act 2013 regarding filing of modification of Charge. TheCompany has availed the term loan and working capital Facilities from the HDFC Bank Ltd.During the year under review the loan facilities have been increased. However due toinadvertence the form CHG-1 for modification has not been filed. The Company hasinitiated the process with the concerned Bank for filing the Form and same will be filedshortly.
10. INTERNAL AUDITOR:
Pursuant to the provisions of section 138(1) of the Companies Act 2013 read with Rule13 of the Companies (Accounts) Rules 2014 the Company has appointed M/s Sharma Umesh& Company Chartered Accountants as an Internal Auditor of the Company for thefinancial year 2018-2019.
11. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 134 (3) (o) and 135(1) of the Companies Act 2013 read withRule 8 of Companies (CSR) rules is not applicable to the Company as it is not fallingunder the criteria mentioned in the Act.
A. Changes in directors and Key Managerial Personnel
In terms of Section(s) 149 152 and all other applicable provisions of the CompaniesAct 2013 for the purpose of determining the Directors liable to retire by rotation theIndependent Directors are not included in the total number of Directors of the Company.Accordingly Mr. Vimalchand Jain (DIN: 00194574) shall retire by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment as aDirector of the Company.
Mr. Bhavesh Shah was appointed as an Additional independent Director of the companyw.e.f.29th September 2018 pursuant to the provisions of Section 161 read with Section 149of the Companies Act 2013 and other applicable provisions if any of the Companies Act2013. .
Mr. Vinit Ranawat was appointed as Additional Director on 14th November 2018 pursuantto the provisions of Section 161 of the Companies Act 2013 and other applicableprovisions if any of the Companies Act 2013.
Brief profile of the Directors proposed to be re-appointed as required under Regulation36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 arepart of the Notice convening the Annual General Meeting.
During the year under review Ms Swati Sethi has been appointed as a company Secretaryand Compliance officer of the Company.
Further Mr. Hemant Ranawat the director of the Company has been re -designated asDirector and Chief Financial Officer of the Company.
B. Familiarization Program for Independent Directors
Every Independent Director of the Company is provided with ongoing information aboutthe industry and the Company so as to familiarize them with the latest developments. TheIndependent Directors also visit the facilities at various locations of the Company wherethey can visit and familiarize themselves with the operations of the Company.
C. Annual Evaluation of Board of Directors its Committees and individual Directors:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualevaluation of its own performance the directors individually as well as the working ofits committees. The structured evaluation report was prepared after taking intoconsideration inputs received from the directors covering various aspects of theBoards functioning such as adequacy of the composition of the Board and itscommittees. A separate exercise was carried out to evaluate the performance of individualdirectors including the Chairman of the Board who are evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestsof the Company and its minority shareholders etc. The performance evaluation of theIndependent directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the non-independent directors was carried out by the independentdirectors who also reviewed the adequacy and flow of information of the Board.
The directors expressed their satisfaction with the evaluation process.
13. DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors have given declarations that they meet with the criteriaof independence as prescribed under sub-section (6) of Section 149 of the Companies Act2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other business matters.
The notice of Board Meeting is given well in advance to all the Directors. The Agendaof the Board / Committee meetings is circulated at least a week prior to the date of themeeting.
During the year under review seven (7) Board Meetings and 4 Audit committee meetingswere convened and held. Details of each such meeting are given in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013.
15. COMMITTEES OF THE BOARD:
During the financial year 2018-19 the Company had three (3) Committees of the Boardnamely
Nomination and Remuneration Committee
Stakeholders Relationship Committee
The Board decides the terms of reference for these companies. Minutes of meetings ofthe Committees are placed before the Board for information. The details as to thecomposition terms of reference number of meetings and related attendance etc. of theseCommittees are provided in detail in the Corporate Governance Report which forms a partof this Annual Report.
16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY IN COMPILANCE WITH THE PROVISIONS OF SECTION177:
The Company has established a vigil mechanism (W histle Blower Policy) for Directorsand employees of the Company to report genuine concerns. The W histle Blower Policyprovides for adequate safeguards against victimization of persons who use such mechanismand make provision for direct access to the Chairman of the Audit Committee in appropriateor exceptional cases. The policy is also available on the website of the Company:www.shivagrico.com
17. NOMINATION AND REMUNERATION POLICY:
The Nomination & Remuneration Committee of the Board of Directors has adopted apolicy which deals with the manner of selection and appointment of Directors SeniorManagement and their remuneration. The policy is in compliance with the provisions ofsub-section (3) of Section 178 of the Companies Act 2013.
18. PARTICULARS OF CONTRACTS OR ARRNAGEMENTS WITH RELATED PARTY:
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee and also the Boardfor their approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval on a quarterly basis.
The transactions with the related parties are disclosed in Note No. 39 to theNotes on Accounts forming part of the Annual Report.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Information in accordance with the provisions of pursuant to Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) (A) & (B) of the Companies (Accounts) Rules2014 as amended from time to time regarding conservation of energy and technologyabsorption is given in the statement annexed as Annexure C hereto and forming part of thereport.
20. CORPORATE GOVERNANCE:
The paid up Equity Share Capital and Net Worth as per audited Balance Sheet as at 31stMarch 2018 of our company is Rs. 50136000/ and Rs.73328037/- respectively. In view ofthe same and pursuant to clause 15 (2)(a) of SEBI (LODR)
Regulations 2015 the compliance with the Corporate Governance provisions as specifiedof Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 andPara CD and E of Schedule V of SEBI (LODR) Regulations 2015 shall not apply to ourcompany. The paid up Equity share Capital and Net-Worth as per audited balance sheet as at31st March 2019 was Rs. 50136000/- and Rs.64991685/- respectively.
However as a matter of good corporate Governance practice a detailed report on theCorporate Governance system and practices of the Company forming part of this report isgiven as a separate section of the Annual report.
21. RISK MANAGEMENT POLICY
The Company follows a proactive risk management policy aimed at protecting its assetsand employees which at the same time ensuring growth and continuity of its business.Further regular updates are made available to the Board at the Board meeting and inspecial cases on ad-hoc basis.
22. DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with Section 134(3) (c) of the companies Act 2013 your directors onthe basis of information made available to them confirm the following for the year underreview:
(i) in the preparation of the annual financial statements for the year ended March 312019 the applicable accounting standards had been followed and that no materialdepartures have been made from the same.
(ii) 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 fair viewof the state of affairs of the company at the end of the financial year and of the loss ofthe company for that period;.
(iii) 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.
(iv) They have prepared the annual accounts on a going concern basis.
(v) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and
(vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
23. MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis on the business and operations of the companyforming part of this report is given as a separate section of the annual report.
24. MANAGERIAL REMUNERATION
During the year under review the Company has not paid any remuneration sitting feesfor attending Board/ Committee Meetings and Commission to any of its Directors.
25. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
During the year under review no remuneration has been paid to any of the directorsand hence the ratio of remuneration of each Director to the median of the employees hasnot been calculated.
26. PERSONNEL/PARTICULARS OF EMPLOYEES:
The company continues to maintain cordial relationship with its workforce.
There were no employees during the whole or part of the year that were in receipt ofremuneration in excess of limits as covered under the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The total number of permanent employees employed with your company as on 31st March2019 is 125 as compared to 25 as on 31st March 2018.
27. INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial during theyear. Your Directors recognize and appreciate the sincere and hard work loyaltydedicated efforts and contribution of all the employees during the year under review.
28. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of earnings and expenditure in foreign currency are given in Note no.43 inthe Notes to the Accounts.
28. SEXUAL HARASSMENT:
During the year under review there were no cases filed or reported pursuant to theSexual Harassment of women at W orkplace (Prevention Prohibition and Redressal) Act2013.
The Company has not accepted any deposits from public within the purview of provisionsof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014 during the year under review and no amount of principal or interest on fixeddeposits was outstanding as on the Balance Sheet Date.
31. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provision of Section 186of the Companies Act 2013 are given in the notes to the Financial Statements.
32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
33. CASH FLOW STATEMENT:
In conformity with the Accounting Standard-3 issued by the Institute of CharteredAccountants of India and the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Cash Flow Statement for the year ended March 31 2019is annexed to the accounts.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS IF ANY:
There are no significant material order passed by the Regulators/ Courts which wouldimpact the going concern status of your Company and its future operations.
35. MATERIAL EVENTS OCCURING AFTER BALANCE SHEET DATE:
No material changes and commitments which could affect the companys financialposition have occurred between the end of the financial year of the Company and date ofthis report.
36. AMOUNT TRANSFER TO RESERVES:
During the year under review the question of transferring any amount to reserves doesnot arise pursuant to the provisions of Section 134(3) (j) of the Companies Act 2013.
37. ISSUE OF SHARES:
The Company during the year under review has not issued any Sweat Equity Shares orShares with differential rights or under Employee Stock option scheme nor did it buy-backany of its shares.
Since the Company has no subsidiaries provisions of Section 134(3)(q) of the CompaniesAct 2013 read with Rule 8(5)(iv) of Companies (Accounts) Rules 2014 are not applicable.
39. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 toBSE Limited where the Companys Shares are listed.
Your Company and its Directors wish to sincerely thank all the customers financialinstitutions creditors etc for their continuing support and co-operation.
Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the Company and also sincerely thank the shareholders for theconfidence reposed by them in the company and from the continued support and co-operationextended by them.
|Mumbai 14th August 2019 ||For and on behalf of the Board of Directors |
|Registered Office ||For Shivagrico Implements Limited |
|A-1 Adinath Apartments ||Sd/- |
|281 Tardeo Road ||Vimalchand Jain |
|Mumbai- 400 007. ||Chairman |
| ||DIN: 00194574 |
|CIN:- L29810MH1979PLC021212 || |
|TEL:- 022-23893022/23 || |
|Email:- email@example.com || |
|Website:- www.shivagrico.com || |