Your directors have pleasure in presenting the Forty Second Annual Report of theCompany along with the Audited Statement of Accounts for the year ended 31st March 2021.
1. FINANCIAL RESULTS:
| || |
(Rupees in Lakhs)
|Particulars ||31-03-2021 ||31-03-2020 |
|Total Income ||3828.02 ||2540.12 |
|Profit before Depreciation Interest & Tax ||229.71 ||178.00 |
|Depreciation ||123.78 ||132.09 |
|Interest ||74.57 ||86.56 |
|Profit (Loss) before Tax ||31.36 ||(40.65) |
|Provision for Tax-[Net] ||21.46 ||3.97 |
|Profit (loss) after Tax ||9.90 ||(44.62) |
2. PERFORMANCE & RESULTS:
The Total turnover of the company during the year review was Rs.3828.02 Lacs ascompared to Rs. 2540.12 lacs in the year 2019-2020. The company has earned a net Profitafter tax of Rs. 9.90 Lacs as compared to net loss after tax of Rs. 44.62 Lacs in thecorresponding previous year.
3. OPERATIONS AND FUTURE PLANS
Looking to the present scenario the management of the company has taken followingsteps:
Looking to the success of past year's Export performance in Srilanka Nepal SouthAfrica Mexico Columbia Spain and Latin American Countries the management is furtherexpanding its business in other countries also.
b) NEW PRODUCT DEVELOPMENT
Apart from rolling of nickel Chromium Alloys company has done trial production of Bulbbars and other profiles out of special grades of steel for Defence also. The company isalso revamping its small rolling mills and forging plants for better accuracies precisionand improvement in efficiencies.
c) FUEL EFFICIENCY
With the installation of waste Heat recovery system Company has improved its fuelefficiency.
d) The company has already installed Roof-Top Grid connected solar plants to generatesolar energy for its captive consumption.
4. CHANGES IN THE NATURE OF BUSINESS IF ANY:
There is no Change in the nature of Business of the company.
In order to conserve the resources your Board of Directors regrets their inability todeclare dividend for the year 2020-21
6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a sound internal control system commensurate with the size scale andcomplexity of its operations and which ensures monitoring implementation of the actionplans emerging out of internal audit findings. The internal Auditors are an integral partof the internal control mechanism. To maintain its objectivity and independence theInternal Auditors reports to the Chairman of the Audit Committee of the Board. The termsof reference of the Audit Committee includes reviewing the effectiveness of the internalcontrol environment. The Audit Committee of the Board addresses issues raised by both theInternal Auditors and the Statutory Auditors of the Company. During the financial yearunder review no material or serious observation has been received from the Statutory orInternal Auditors of the Company.
7. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Act the Annual Return in formMGT-7 for the Company for the financial year 2020-21 is available on the Company's websiteat https://www.shivagrico.in
8. STATUTORY AUDITORS AND AUDITOR'S REPORT:
M/s. Ambavat Jain & Associates LLP (Firm registration No. 109681W) were appointedas Statutory Auditors of the Company at its 39th Annual General Meeting held on 29thSeptember 2018 to hold office till the conclusion of the 43rd Annual General Meeting.
The Auditor's Report for the financial year ended 31st March 2021 on financialstatements of the Company is a part of this report and is annexed to this Annual Report.
The Auditor's Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended 31st March 2021.
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. A.D. Parekh & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for the financial year 2020-21. TheSecretarial Audit Report (Annexure-B) forms a part of the Board's report to the Members.The Secretarial Audit Report does not contain any qualification reservation or adverseremarks.
10. COST AUDITOR:
The provisions of Cost Audit as prescribed under Section 148 of the Act are notapplicable to the Company
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
Directors retiring by rotation
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.
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.
Appointment/Resignation of Company Secretary and Key Managerial Personnel
During the year under review Mr. Maulik Kalyanji Gosher has resigned as a CompanySecretary of the Company w.e.f. 13th July 2020.
Hence pursuant to the recommendation of Nomination and Remuneration Committee Mr.Hiren Dakshesh Desai (41582) was appointed as Company Secretary and Compliance office ofthe Company w.e.f 12th November 2020
During the year under review no person falling within the definition of Key ManagerialPersonnel (KMP) as defined under section 2(51) and 203 of the Companies Act 2013 wasappointed/resigned.
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 the Board'sfunctioning such as adequacy of the composition of the Board and its committees. Aseparate exercise was carried out to evaluate the performance of individual directorsincluding the Chairman of the Board who are evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interests of theCompany and its minority shareholders etc.
The performance evaluation of the independent directors was carried out by the entireBoard. The performance evaluation of the Chairman and the non-independent directors wascarried out by the independent directors who also reviewed the adequacy and flow ofinformation of the Board. The directors expressed their satisfaction with the evaluationprocess.
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 eight (8) 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 2020-21 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:
The Company has established a vigil mechanism (Whistle Blower Policy) for Directors andemployees of the Company to report genuine concerns. The Whistle Blower Policy providesfor adequate safeguards against victimization of persons who use such mechanism and makeprovision for direct access to the Chairman of the Audit Committee in appropriate orexceptional cases. The policy is also available on the website of the Company:www.shivagrico.in
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 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.
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. 37 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 2021 of our company is Rs. 50136000/ and Rs.61519160/- respectively. In view ofthe same and pursuant to clause 15 (2)(a) of SEBI (LODR) Regulations 2015 the compliancewith the Corporate Governance provisions as specified of Regulations 17 to 27 and clauses(b) to (i) of sub-regulation (2) of Regulation 46 and Para C D and E of Schedule V ofSEBI (LODR) Regulations 2015 shall not apply to our company.
However as a matter of good corporate Governance practice a detailed report on theCorporate Governance system and practices of the Company forming party of this report isgiven as a separate section of the Annual report.
21. RISK MANAGEMENT POLICY
Pursuant to clause 15 (2) (a) of Listing Regulations compliance with CorporateGovernance provisions as specified under Regulations 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of Regulation 46 and para-C D and E of Schedule V of ListingRegulations are not applicable to the Company; however the Company operates withwell-defined risk management policy to identify measures to mitigate various businessrisks.
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.
This framework seeks to create transparency minimize adverse impact on the businessobjective and enhance the Company's competitive advantage and thus helps is managingmarket credit and operations risks.
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 312021 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 profitof the 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 31st March 2021is 242 as compared to 168 as on 31st March 2020
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.41 inthe Notes to the Accounts.
29. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated persons of the Companyas per SEBI (Prohibition of Insider Trading) Regulations 2015.
During the year the Company has amended the Insider Trading Policy in line withSecurities and Exchange Board of India (Prohibition of Insider Trading) (Amendment)Regulations 2018.
30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (Act') and Rules made thereunder yourCompany has constituted Internal Complaints Committee (ICC). No complaints have beenreceived on Sexual harassment for the financial year ending 31st March 2021. The Companyis committed to providing a safe and conducive work environment
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.
32. 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.
33. 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).
34. 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 2021is annexed to the accounts.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS IF ANY:
There is no significant material order passed by the Regulators/ Courts which wouldimpact the going concern status of your Company and its future operations.
36. MATERIAL EVENTS OCCURING AFTER BALANCE SHEET DATE:
Due to implementation of Goods & Service Tax market is very uncertain and normalactivities have taken hit. Normal activity may resume with in 3 to 6 months and hence inabsence of normal demand production activities are slowly down resulting in higher costof productions
37. AMOUNT TRANSFER TO RESERVES:
During the year under review the Company does not propose to transfer any amount toreserves pursuant to the provisions of Section 134(3) (j) of the Companies Act 2013.
38. 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.
40. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2021-22 toBSE Limited where the Company's Shares are listed.
41. SECRETARIAL STANDARDS ISSUED BY ICSI:
The Company is in compliance with all the applicable Secretarial Standards as specifiedby the Institute of Company Secretaries of India (ICSI).
42. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs (MCA) on 16th February 2015 notified that IndianAccounting Standards (Ind AS) are applicable to certain classes of Companies from 1stApril 2016 with a transition date of April 1 2015. Ind AS has replaced the previousIndian GAAP prescribed under Section 133 of the Companies Act 2013 ("the Act")read with Rule 7 of the Companies (Accounts) Rules 2014. Ind AS is applicable to theCompany from 1st April 2017.
43. RISKS AND CONCERNS:
In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The main risksinter alia include strategic risk operational risk financial risk and compliances &legal risk.
Certain statement in the management discussion and analysis may be forward lookingwithin the meaning of applicable securities laws and regulations and actual results maydiffer materially from those expressed or implied. Factors that would make differences toCompany's operations include competition price realization changes in governmentpolicies and regulations tax regimes economic development and other incidental factors.
Yours Company and its Directors wish to sincerely thank all the customers financialinstitutions creditors etc for their continuing support and co-operation.
Yours 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.
| ||For and on behalf of the Board of Directors |
| ||For Shivagrico Implements Limited |
| ||Sd/- |
| ||Vimalchand Jain |
|Place: Mumbai ||Chairman |
|Date: 25.06.2021 ||DIN : 00194574 |