TO THE MEMBERS
Your Directors have pleasure in presenting this Forty Second Annual Report togetherwith the Audited Financial Statements and Auditors' Report for the financial year ended onMarch 31 2020.
|Financial Data || |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Sales ||6077.18 ||4794.50 ||18627.56 ||17054.94 |
|Other Income ||120.36 ||433.53 ||314.24 ||799.40 |
|Profit for the year before Tax ||871.30 ||864.69 ||2669.32 ||2616.96 |
|Provision for taxation ||- ||- ||(493.92) ||(549.62) |
|Deferred Tax Assets/(Liability) ||(3.98) ||(26.69) ||(29.01) ||(26.62) |
|Net Profit for Appropriation ||875.28 ||891.38 ||2204.41 ||2093.96 |
On a consolidated basis the revenue for Financial Year 2020 was Rs. 18627.56 lakhshigher by 9.22% over the previous year revenue of Rs. 17054.94 lakhs. The profit aftertax (PAT) attributable to shareholders was Rs. 2204.41 lakhs in Financial Year 2020 andRs. 2093.96 lakhs in Financial Year 20189 there by registering a growth of 5.27% overthe last year PAT.
On Standalone basis the revenue for Financial Year 2020 was Rs. 6077.18 lakhs higherby 27% over the previous year revenue of Rs. 4794.50 lakhs. The PAT attributable toshareholders for Financial Year 2020 was 875.28 lakhs registering a decrease of 2% percentover the PAT of Rs. 891.38 lakhs for Financial Year 2019.
Based on the Company's performance the Directors have recommended a final dividend forthe Financial Year 201920 on Equity Share Capital @5% [Rs. 0.25 per equity share (nominalface value of Rs. 5/- each)]. The Dividend payout is subject to approval of shareholdersin ensuing Annual General Meeting.
The Company has one Associate Company i.e. Medicamen Biotech Limited holding 39.52% ofEquity Shares. There has been no change in the nature of business of the Company duringthe year.
Further on May 21 2019 pursuant to allotment of 260000 equity shares by MedicamenBiotech Limited the Company acquired additional 0.48% stake in its Associate Company.Further pursuant to the provisions of Section 136 of the Act the financial statements ofthe Company & consolidated financial statements along with relevant documents areavailable on the website of the Company i.e. www.shivalikrasayan.com
During the financial year ended on March 31 2020 Rs. 87528972/- has beentransferred to General Reserve.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Sanjay Bansal and Dr. Akshay Kant Chaturvedi retires by rotation and beingeligible offers themselves for reappointment. A resolution seeking shareholders' approvalfor their re-appointment forms part of the Notice.
Pursuant to the provisions of Section 149 of the Act the Independent Directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). There has been nochange in the circumstances affecting their status as Independent Directors of theCompany.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2020 are: Mr. Suresh Kumar Singh Vice- Chairman & Whole-Time Director Dr. Vimal Kumar Shrawat Managing Director Mr. Vinod Kumar ChiefFinancial Officer and Ms. Parul Choudhary Company Secretary.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that:
a) in the preparation of the Annual Financial Statements for the year ended on March31 2020 the applicable accounting standards have been followed.
b) the Company have selected such accounting policies and applied them consistently andmade judgment and estimates that were 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 of the Company for the year under review.
c) they have taken proper and sufficient care 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) the annual financial statements have been prepared on a on-going concern basis.
e) the proper Internal Financial Controls were in place and that the financial controlswere adequate and were operating effectively.
f) the systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act SEBIListing Regulations.
The criteria for performance evaluation of the Board included aspects like Boardcomposition shared vision and strategy the effectiveness of Board processes informationand functioning etc. The criteria for performance evaluation of Committees of the Boardinclude aspects like the composition of Committees the effectiveness of Committeemeetings etc. The criteria for performance evaluation of the individual Directors includeacting independently and in the best interests of the Company aspects on contribution tothe Board and Committee meetings like devoting sufficient time to his/her role andresponsibilities at Board meetings and playing an active role in the activities of eachcommittee on which he/she serves etc. Peer assessment of Directors based on parameterssuch as participation and contribution to Board deliberations ability to guide theCompany in key matters and knowledge and understanding of relevant areas were received bythe Board for individual feedback.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Chairman of the Company and the Board as a whole was evaluated taking intoaccount the views of Executive Directors and Non-Executive Directors.
INTERNAL FINANCIAL CONTROL
SRL has adequate internal control systems and procedures covering all financial andoperating functions commensurate to its size and nature of operations. A strong internalcontrol framework is among the important pillars of corporate governance and the Companystrives to enhance it consistently. It is designed to provide reasonable assuranceregarding maintenance of accounting controls and assets from un authorised use or losses.
The Audit Committee considers all internal aspects and advises corrective actions asand when required.
At the Fortieth Annual General Meeting held on September 28 2018 the Members approvedthe appointment of M/s Rai Qimat & Associates Chartered Accountants as StatutoryAuditors of the Company to hold office for a period of five years from the conclusion ofthat AGM till the conclusion of the Forty Fifth AGM subject to ratification of theirappointment by Members at every AGM if so required under the Act. The requirement toplace the matter relating to appointment of auditors for ratification by Members at everyAGM has been done away by the Companies (Amendment) Act 2017 with effect from May 72018. Accordingly no resolution is being proposed for ratification of appointment ofstatutory auditors at the ensuing AGM.
The Board of Directors of your Company has re-appointed M/s AMJ & AssociatesCompany Secretaries Delhi as Secretarial Auditor pursuant to the provisions of Section204 of the Companies Act 2013 for the financial year 2020-21. The Report of theSecretarial Auditor is annexed to the Report as per Annexure "A".
AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
The Statutory Auditor's Report and the Secretarial Audit Report do not contain anyqualifications reservations or adverse remarks or disclaimer.
The Board of Directors of your Company has appointed M/s Puneet Gupta & Co.Chartered Accountants New Delhi as Internal Auditors pursuant to the provisions of Section138 of the Companies Act 2013 for the financial year 2020-21.
The Company is required under Section 148(1) of the Companies Act 2013 read withCompanies (Audit & Auditors') Rules 2014 and the Companies (Cost Records and Audit)Amendments Rules 2014 the Company is required to maintain the cost records in respect ofits business and accordingly such accounts and records are made and maintained. Pursuantto provision of Section 148 of the Companies Act 2013 read with Companies (Audit andAuditor) Rules 2014. M/s Cheena & Associates. Cost Auditors of the Company hadappointed by the Board for the Financial Year 2020-21.
A report on Corporate Governance together with Auditors' certificate confirmingcompliance with Corporate Governance norms as stipulated under SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms a part of this report along withReport on Management Discussion and Analysis as Annexure "B".
Disclosure under Companies Act 2013
(i) Extracts of Annual Return
The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed asper Annexure "C".
During the year Four (4) Board Meetings and Four (4)Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report.
(iii) Policy on directors' appointment and remuneration and other details
The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report and is also available on www.shivalikrasayan.com
The Company has robust systems for internal audit and corporate risk assessment andmitigation. The risk-based audit plan is prepared and approved by the Audit Committee atthe beginning of every year. The Audit Committee is presented with key control issues andactions taken on past issues. These procedures provide the Management an assurance on theinternal processes and systems. Business Risk Assessment procedures have been set in placefor self-assessment of business risks operating controls and compliance with CorporatePolicies. There is an ongoing process to track the evolution of the risks and delivery ofmitigating action plans. Risks and their mitigation plans are reviewed by the AuditCommittee.
The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report which is a part of this report.
The Company has a Whistle Blower Policy and has established the necessary vigilmechanism for Directors and Employees in confirmation with Section 177(9) of the Act andRegulation 22 of Listing Regulations to report concerns about unethical behavior. Thedetails of the policy have been disclosed in the Corporate Governance Report which is apart of this report and is also available on www.shivalikrasayan.com.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Ru les 2 014 are provided as per Annexure "D".
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators or Courts whichwould impact the going concern status of the Company and its future operations.
RELATED PARTY TRANSACTION
None of the transactions with related parties fall under the scope of Section 188(1) ofthe Act. The information on transactions with related parties pursuant to Section134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Annexure E in Form No. AOC-2 and the same forms part of this report
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year underreview are set out in Annexure F of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. For other detailsregarding the CSR Committee please refer to the Corporate Governance Report which is apart of this report. The CSR policy is available on www. shivalikrasayan.com
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
There have been no material changes and commitments which affect the financialposition of the Company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act 2013read with the Rule 8 of The Companies (Accounts) Rules 2014.
A. CONSERVATION OF ENERGY
We remain committed to reducing our environmental footprint. During the year we tooksignificant steps to further reduce waste water consumption energy usage and CO2emissions in our factories and offices.
B. TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
The Company has not imported any technology during last three years. However theCompany has spent on the research & development of various products as mentionedbelow:
Revenue expenditure incurred on R&D are as below:
|Particulars ||2019-20 ||2018-19 |
|Capital Expenditure ||58.31 ||245.80 |
|Revenue Expenditure ||400.96 ||291.90 |
|Total ||459.27 ||537.90 |
C. FOREIGN EXCHANGE EARNING AND OUTGO Value of Imports (On CIF Basis)
|Particulars ||As at March 31 2020 ||As at March 31 2019 |
|Raw Materials ||29445827 ||33324932 |
|Total ||29445827 ||33324932 |
The Directors thank the Company's employees customers vendors investors localauthorities government agencies for their continuous support & trust.
The Directors also thank the Government of India Governments of various states inIndia Governments of various countries and concerned Government departments and agenciesfor their co-operation.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic. The Directors appreciate and value the contribution made by every Member of theSRL family.
| ||For and on behalf of the Board For Shivalik Rasayan Limited |
|Place: New Delhi |
Dated: August 13 2020
|Sd/- Rahul Bishnoi Chairman (DIN: 00317960) |