TO THE MEMBERS
Your Directors have pleasure in presenting this Forty First Annual Report together withthe Audited Financial Statements and Auditors' Report for the financial year ended onMarch 31 2019.
|Financial Data ||Standalone || ||Consolidated || |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Sales ||4794.50 ||4362.79 ||17054.94 ||15513.51 |
|Other Income ||433.53 ||71.68 ||799.40 ||260.47 |
|Profit for the year before Tax ||864.69 ||637.01 ||2616.96 ||2027.02 |
|Provision for taxation ||- ||(122.95) ||(549.62) ||(524.73) |
|Deferred Tax Assets/(Liability) ||26.69 ||(0.62) ||26.62 ||22.42 |
|Net Profit for Appropriation ||891.38 ||513.44 ||2093.96 ||1524.71 |
On a consolidated basis the revenue for Financial Year 2019 was
Rs. 17054.94 lakhs higher by 9.93% over the previous year revenue of Rs. 15513.51lakhs. The profit after tax (PAT) attributable to shareholders was Rs. 2093.96 lakhs inFinancial Year 2019 and Rs. 1524.71 lakhs in Financial Year 2018 therebyregistering a growth of 37.33% over the last year PAT.
On Standalone basis the revenue for Financial Year 2019 was
Rs. 4794.50 higher by 9.89% over the previous year revenue of
Rs. 4362.79. The PAT attributable to shareholders for Financial Year
2019 was Rs. 891.38 lakhs registering a growth of 73.60% percent over the PAT of Rs.513.44 lakhs for Financial Year 2018.
SUB- DIVISION & ISSUE OF BONUS SHARES
During the year your Company has sub-divided its equity shares having face value of Rs.10/- (Rupees Ten only) each into 2 (Two) fully paid-up Equity Shares having face value ofRs. 5/- (Rupees Five only) each. Further the Company allotted 2104000 equity shares asfully paid-up bonus shares in the ratio of 1:4 (one equity share for every four existingequity share held on the record date) to its shareholders on April 23 2018 pursuant to aresolution passed by the shareholders on April 10 2018 through postal ballot. years
Based on the Company's performance the Directors have recommended a final dividend forthe Financial Year 2018-19 on Equity Share Capital @10% [Rs. 0.50 per equity share(nominal face value of Rs. 5/- each)]. The Dividend payout is subject to approval ofshareholders in ensuing Annual General Meeting.
The final dividend on equity shares if approved by the Members would involve a cashoutflow of Rs. 6889615/- The total dividend on equity shares including dividend tax forFinancial Year 2018-19 would aggregate to Rs. 8292213/-
The Company has one Associate Company i.e. Medicamen Biotech
Limited holding 39.04% of Equity Shares. The Company has full management control inMedicamen Biotech Limited (MBL).
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 2019 Rs. 65736137/- has beentransferred to General Reserve.
Ms. Sumita Dwivedi Ms. Sangeeta Bishnoi & Dr. Ravi Kumar Bansal were appointed asan Additional and Independent Directors with effect from November 13 2018 February 112019 & August 14 2019 respectively. A resolution seeking shareholders' approval fortheir appointment forms a part of the Notice.
Mr. Rahul Bishnoi retires by rotation and being eligible offers himself forre-appointment. A resolution seeking shareholders' approval for his re-appointment formspart of the Notice.
Mr. Harish Pande Mr. Kailash Gupta & Mr. Arun Kumar were appointed as anIndependent Directors for a periodoffiveyears. Based on the recommendation of theNomination and Remuneration Committee is proposed at the theirre-appointment for a secondterm of five ensuing Annual General Meeting for the approval of the Members by way ofSpecial Resolution During the year Dr. Vimal Kumar Shrawat joined as Managing Director ofthe Company on November 17 2018 for period of 5 year and Mr. Suresh Kumar Singh has beenelevated as Executive-Vice Chairman in the Company considering his vast experience &contribution to the Company.
Further Ms. Usha Pande & Mr. Anirudh Bishnoi relinquished from their Directorshipsdue to personal reasons on November 13 2018 & February 11 2019 respectively.
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 ManagerialPersonnel of the Company as on March 31 2019 are: Mr. Suresh Kumar Singh Vice- Chairman& Whole- Time Director Dr. Vimal Kumar Shrawat Managing Director Mr. Vinod KumarChief
Financial 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 FinancialStatements for the year ended on March 31 2019 the applicable accounting standards havebeen followed. b) the Company have selected such accounting policies and applied themconsistently and made judgment and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review. c) they havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities. d) the annualfinancial statements have been prepared on a ongoing concern basis. e) the proper InternalFinancial Controls were in place and that the financial controls were adequate and wereoperating effectively. f) the systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.
Based on the framework of Internal Financial Controls and compliance systemsestablished and maintained by the Company the work performed by the Internal Statutoryand Secretarial Auditors and External Consultants including the audit of InternalFinancial Controls over financial reporting by the Statutory Auditors and the reviewsperformed by Management and the relevant Board Committees including the Audit Committeethe Board is of the opinion that the Company's Internal Financial Controls were adequateand effective during Financial year 2019.
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 performance of the Board & Committees was evaluated by the Board after seekinginputs from all the Directors & Committee Members on the basis of criteria such as theBoard & Committee composition and structure effectiveness of board processesinformation and functioning etc.
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.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual Directors on the basis of criteria such as the contribution of the individualDirector to the Board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In the Board meeting that followed the meeting of the Independent Directors and meetingof Nomination and Remuneration Committee the performance of the Board its Committeesand individual Directors was also discussed. Performance evaluation of IndependentDirectors was done by the entire Board excluding the Independent Director beingevaluated.
INTERNAL FINANCIAL CONTROL
The details in respect of Internal Financial Control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.
At the Fortieth Annual General Meeting held on September 28 2018 the Members approvedthe appointment of M/s Rai Qimat
& Associates Chartered Accountants as Statutory Auditors of the
Company to hold office for a period of five years from the conclusion of that AGM tillthe conclusion of the Forty Fifth AGM subject to ratification of their appointment byMembers at every AGM if so required under the Act. The requirement to place the matterrelating to appointment of auditors for ratification by Members at every AGM has been doneaway by the Companies (Amendment) Act 2017 with effect from May 7 2018. Accordingly noresolution is being proposed for ratification of appointment of statutory auditors at theensuing
The Board of Directors of your Company has re-appointed M/s AMJ
& Associates Company Secretaries Delhi as Secretarial Auditor pursuant to theprovisions of Section 204 of the Companies Act 2013 for the financial year 2019-20. TheReport of the Secretarial 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 2019-20.
Pursuant to provision of Section 148 of the Companies Act 2013 read with Companies(Audit and Auditor) Rules 2014 the requirement of Cost Audit is not applicable on theCompany. However for Good Corporate Governance and for transparency in the work yourBoard of Directors has re-appointed M/s Cheena & Associates Delhi Cost Auditors(Firm Registration No.0397) as Cost Accountant of the
Company for the financial year 2019-20 for maintaining the cost records of the Company.
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 Ten (10) 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
Pursuant to Section 134(3)(n) of the Companies Act 2013 & Listing Regulations2015 the Company has implemented an integrated risk management approach through which itreviews and assesses significant has additional oversight in the area of financial riskand control. At present the Company has not identified any element of risk which maythreaten the existence of the Company. The development and implementation of riskmanagement policy has been covered in the Management Discussion and Analysis which formspart of this report.
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 Annexure "D".
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators or
Courts which would impact the going concern status of the Company and its futureoperations.
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 formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. Forother details regarding the CSR Committee please refer to the Corporate GovernanceReport which is a part of this report. The CSR policy is available on www.shivalikrasayan.com
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year.
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 risks controls and mitigation in place. The AuditCommittee 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
Company continued its policy of giving priority to energy conservation measures byregularly reviewing the energy generation distribution and consumption and effectivecontrol on utilisation of energy.
B. Technology Absorption/Research and Development
The Company is focusing and making the consistent efforts to develop the newtechnologies for reduction waste thereby reducing manufacturing costs and waste treatmentcosts in this process the Company is developing the new processes with continuous flowreactions for the processes wherever possible.
New products and process development have helped in bringing in technologies which aremore environment friendly less labor intensive and low use of natural resources likewater. 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:
| || ||(Rs. In Lakhs) |
|Particulars ||2018-19 ||2017-18 |
|Capital Expenditure ||245.80 ||576.26 |
|Revenue Expenditure (Total Rs.291.90 Lakhs Less Rs. 8.10 Lakhs Revenue expenses incurred ||283.80 ||21.38 |
|from 01.04.18 to 30.04.18) || || |
|Total ||529.60 ||597.04 |
C. Foreign Exchange Earning and Outgo Value of Imports (On CIF Basis)
|Particulars ||As at ||As at March 31 2019 |
| ||March 31 2019 || |
|Raw Materials ||33324932 ||20833854 |
|Total ||33324932 ||20833854 |
The Directors thank the Company's employees customers vendors investors localauthorities government agencies for their continuous support & trust.
The Directors appreciate and value the contribution made by every Member of the SRLfamily.
| ||By order of the Board |
| ||For Shivalik Rasayan Limited |
| ||Sd/- |
| ||Rahul Bishnoi |
|Place: New Delhi ||Chairman |
|Dated: 14.08.2019 ||(DIN: 00317960) |