TO THE MEMBERS
Your Directors have pleasure in presenting this Forty Third Annual Report together withthe Audited Financial Statements and
Auditors Report for the financial year ended on March 31 2021.
(` in Lacs)
|Financial Data ||Standalone || ||Consolidated || |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Sales ||8486.60 ||6077.18 ||19758.21 ||18627.56 |
|Other Income ||37.78 ||120.36 ||113.19 ||314.24 |
|Profit for the year before Tax ||1253.34 ||871.30 ||2892.74 ||2669.32 |
|Provision for taxation ||- ||- ||(414.51) ||(493.92) |
|Deferred Tax Assets/(Liability) ||14.20 ||3.98 ||(11.94) ||29.01 |
|Net Profit ||1267.55 ||875.28 ||2466.28 ||2204.41 |
On a consolidated basis the revenue for Financial Year 2021 was ` 19758.21 Lacshigher by 6.07% over the previous year revenue of ` 18627.56 Lacs. The profit after tax(PAT) attributable to shareholders was ` 2466.28 Lacs in Financial Year 2021 and `2204.41 Lacs in Financial Year 2020 thereby registering a growth of 11.88% over the lastyear PAT. On Standalone basis the revenue for Financial Year 2021 was ` 8486.60 Lacshigher by 39.64% over the previous year revenue of ` 6077.18 Lacs. The PAT attributableto shareholders for Financial Year 2021 was 1267.55 Lacs registering a growth of 44.81%over the PAT of ` 875.28 Lacs for Financial Year 2020.
Based on the Companys performance the Directors have recommended a finaldividend for the Financial Year 2020- 21 on Equity Share Capital @ 10% [` 0.50 Paise perequity share (nominal face value of ` 5/- each)]. The Dividend payout is subject toapproval of shareholders in ensuing Annual General Meeting.
During the year the Company has purchased 277000 equity shares of its AssociateCompany i.e. Medicamen Biotech Limited from open market thereby increasing its stake to41.79%. position Also the report on the performance and financial of its associate andsalient features of their Financial Statements in the prescribed Form AOC-1 is annexed tothis report as "Annexure A"
Further pursuant to the provisions of Section 136 of the Act the financial statementsof the 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 2021 ` 126755249/- has been transferredto General Reserve.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Suresh Kumar Singh and Dr. Vimal Kumar Shrawat retires by rotation and beingeligible offers themselves for re-appointment. A resolution seeking shareholdersapproval for 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 thereunder 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 2021 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 2021 the applicable accounting standards have been followed.
b) the Company have selected such accounting and applied them consistently and madejudgment and estimates that were 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 the
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. ialcontrol framework
e) the proper Internal Financial Controls were in place fina controls were adequate andwere andthatthe 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 evaluated the effectiveness of its functioning of the Committees and ofindividual Directors pursuant to the provisions of the Act and the SEBI ListingRegulations. The Board sought the feedback of Directors on various parameters including:
Degree of fulfillment stakeholders (by way of monitoring corporate governancepractices participation in the long-term strategic planning etc.);
Structure composition and role clarity of the Board and Committees;
Extent of co-ordination and cohesiveness between the Board and its Committees;
Effectiveness of the deliberations and process management;
Board / Committee culture and dynamics; and
Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India on January 5 2017.
The Chairman of the Board had one-to-one meeting with the Independent Directors(IDs) and the Chairman of NRC had one-to-one meeting with the Executive andNon-Executive Non-Independent Directors. These meetings were intended to obtainDirectors inputs on effectiveness of the Board / Committee processes.
In a separate meeting of the IDs the performance of the Non-Independent Directors theBoard as a whole and Chairman of the Company were evaluated taking into account the viewsof Executive Directors and other Non-Executive Directors. The Nomination and RemunerationCommittee reviewed the performance of the individual directors and the Board asaunderreview. whole.
In the Board meeting that followed the meeting of the Independent Directors and themeeting of the NRC the performance of the Board its Committees and individual directorswere discussed.
INTERNAL FINANCIAL CONTROL
The Companys internal commensurate with the size and operations of the businessand is in line with requirements of the Companies Act 2013. The Company has laid downStandard Operating Procedures and policies to guide the operations of each of itsfunctions. Business heads are responsible to ensure compliance with these policies andprocedures. Robust and continuous internal monitoring mechanisms ensure timelyidentification of risks and issues. The management statutory auditors and internalauditors have also carried out adequate due diligence of the control environment of theCompany through rigorous testing.
a. Statutory Auditors- At the Fortieth Annual General Meeting held on September 282018 the Members approved the appointment of M/s Rai Qimat & Associates CharteredAccountants as Statutory Auditors of the Company to hold office for a period of five yearsfrom the conclusion of that AGM till the conclusion of the Forty Fifth AGM subject toratification of their appointment by Members at every AGM if so required under the Act.The requirement to place the matter relating to appointment of auditors for ratificationby Members at every AGM has been done away by the Companies (Amendment) Act 2017 witheffect from May 7 2018.
Accordingly no resolution is being proposed for ratification of appointment ofstatutory auditors at the ensuing AGM.
The report of the Statutory Auditor forms part of the Integrated Report and AnnualAccounts for FY 2020- 21. The said report does not contain any qualification reservationadverse remark or disclaimer. During the year under review the Statutory Auditors did notreport any matter under Section 143(12) of the Act therefore no detail is required to bedisclosed under Section 134(3)(ca) of the Act.
b. Secretarial The Auditor- Board of Directors of your Company has appointedM/s AMJ & Associates Company Secretaries Delhi as Secretarial Auditor pursuant tothe provisions of Section 204 of the Companies Act 2013 for the financial year 2020-21.
The Report of the Secretarial Auditor is annexed to the Report as per Annexure"B".
c. Internal Auditor- The Board of Directors of your Company has appointed M/sPuneet Gupta & Co. Chartered Accountants New Delhi as Internal Auditors pursuant tothe provisions of Section 138 of the Companies Act 2013 for the financial year 2020-21.
d. Cost Auditors- In terms of Section 148 of the Act the Company is required tomaintain cost records and have the audit of its cost records conducted by a CostAccountant. Cost records are prepared and maintained by the Company as required underSection 148(1) of the Act.
The Board of Directors of the Company has on the recommendation of the AuditCommittee approved the appointment of M/s Cheena & Associates as the Cost Auditors ofthe Company for the Financial Year 2021-22. In accordance with the provisions of Section148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules 2014 asamended the remuneration of ` 55000/- plus applicable taxes and reimbursement ofout-of-pocket expenses payable to the Cost Auditors as recommended by the Audit Committeeand approved by the Board has to be ratified by the Members of the Company. Accordingly aresolution to this effect forms part of the Notice convening the AGM.
A report on Corporate Governance together with Auditors certificateconfirmingcompliance with Corporate Governance norms as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms a part of this reportalong with Report on Management Discussion and Analysis as Annexure "C".
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 "D".
During the year Five (5) 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 Companys policy on Directors appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the CorporateGovernance Report which is a part of this report and is also available onwww.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 in place a Vigil Mechanism that provides a formal channel for all itsDirectors employees and business associates including customers to approach the Chairmanof the Audit Committee and make protected disclosures about the unethical behaviouractual or suspected fraud or violation of the SRL Code of Conduct. No person is deniedaccess to the Chairman of the Audit Committee.
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 is 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 ofManagerial Personnel) Rules 2014 are provided as per
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of employees drawing remuneration inexcess of the limits as set out in the said Rules forms part of this report.
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
During the year under review all related party transactions entered into by theCompany were approved by the Audit Committee and were at arms length and in theordinary course of business. Prior omnibus approval is obtained for related partytransactions which are of repetitive nature and entered in the ordinary course of businessand on an arms length basis. The Company did not have any contracts or arrangementswith related parties in terms of Section 188(1) of the Act. Also there were no materialrelated party contracts entered into by the Company.
The information on transactions with related parties pursuant to Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in AnnexureF 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 G 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. Prevention of the wastefuluse of natural resources consumption of water and energy and the management of waste andhazardous materials have been the key enablers in our journey of environmentalsustainability. We have embarked on a critical review of all our approaches towards energyand environmental conservation that will help us identify goals and action plans for thelonger term
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: Amount in Lacs
|Particulars ||2020-21 ||2019-20 |
|Capital Expenditure ||358.76 ||58.31 |
|Revenue Expenditure ||527.93 ||400.96 |
|Total ||886.69 ||459.27 |
c) FOREIGN EXCHANGE EARNING AND OUTGO Value of Imports (On CIF Basis)
Amount in Lacs
|Particulars ||As at March 31 2021 ||As at March 31 2020 |
|Raw Materials ||363.82 ||294.45 |
|Total ||363.82 ||294.45 |
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. We thank our customers vendors dealers investors business associates andbankers for their continued support during the year. We place on record our appreciationof the contribution made by employees at all levels. Our resilience to meet challenges wasmade possible by their hard work solidarity co-operation and support. We thank theGovernment of India the State Governments and the Governments in the countries where wehave operations and other regulatory authorities and government agencies for their supportand look forward to their continued support in the future.
| ||By order of the Board |
| ||For Shivalik Rasayan Limited |
| ||Sd/- |
| ||Rahul Bishnoi |
|Place: New Delhi ||Chairman |
|Dated: August 13 2021 ||(DIN: 00317960) |