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Shivalik Rasayan Ltd.

BSE: 539148 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE788J01021
BSE 00:00 | 18 Sep 202.45 -3.45
(-1.68%)
OPEN

201.05

HIGH

210.80

LOW

201.00

NSE 05:30 | 01 Jan Shivalik Rasayan Ltd
OPEN 201.05
PREVIOUS CLOSE 205.90
VOLUME 2906
52-Week high 390.00
52-Week low 174.30
P/E 29.77
Mkt Cap.(Rs cr) 279
Buy Price 201.25
Buy Qty 10.00
Sell Price 202.45
Sell Qty 12.00
OPEN 201.05
CLOSE 205.90
VOLUME 2906
52-Week high 390.00
52-Week low 174.30
P/E 29.77
Mkt Cap.(Rs cr) 279
Buy Price 201.25
Buy Qty 10.00
Sell Price 202.45
Sell Qty 12.00

Shivalik Rasayan Ltd. (SHIVALIKRASAYAN) - Director Report

Company director report

To the members

Your Directors have pleasure in presenting this Fortieth Annual Report together withthe Audited Financial Statements and Auditors' Report for the financial year ended on 31stMarch 2018.

FINANCIAL RESULTS

During the year the Net profit of your Company increased by 55.57% compared to lastyear's performance.

(Rs. in lakhs)
Standalone Consolidated
Financial Data 2017-18 2016-17 2017-18 2016-17
Sales 4362.80 4093.94 15513.51 12339.51
other Income 71.68 51.92 260.47 82.58
Profit for the year before Tax 637.02 494.49 2027.02 1130.36
Provision for taxation 122.95 166.35 524.73 296
Deferred Tax Assets/(Liability) 0.62 (1.89) (22.42) 11.67
Net Profit for Appropriation 513.44 330.03 1524.71 846.04

COMPANY'S PERFORMANCE on a consolidated basis the revenue from operations for

Financial Year 2018 at Rs. 15513.51 lakhs was higher by 25.72% over the previous year(Rs. 12339.51 lakhs in financial year 2017). The profit after tax attributable toshareholders was Rs. 1524.71 lakhs in Financial Year 2018 (Rs. 846.04 lakhs in FinancialYear 2017). on Standalone basis the revenue from operations for

Financial Year 2018 was at Rs. 4362.80 lakhs (Rs. 4093.94 lakhs in financial year2017). The profit was Rs. 513.44 lakhs in Financial Year 2018 (Rs. 330.03 lakhs inFinancial Year 2017) which is 55.57% higher than the last financial year. The managementis hopeful to continue the profitability further.

DIVIDEND

Your Board of Directors have recommended a Dividend for the Financial Year ended on31st March 2018 on Equity Share Capital @10% [Rs. 0.50 per equity share (nominal value of5 rupees each)]. The Dividend payout is subject to approval of shareholder in ensuringannual General meeting.

UNCLAIMED DIVIDEND members are hereby further informed that during the year theCompany has declared final dividend of Rs. 1/- (10%) per equity share of rs. 10/- each.members who have not yet encashed their dividend warrant(s) for the financial year ended31st March 2018 are requested to make their claims to the company without any delay toavoid transfer of their dividend/ shares to the Fund/ IepF Demat account.

It may be noted that dividend for the financial year 2017-18 declared on 11thSeptember 2017 and can be claimed by the members by 10th august 2024.

Further members can ascertain the status of unclaimed dividends declared in financialyear 2017-18 from the website of the company i.e. www.shivalikrasayan.com.

RESERVES

During the financial year ended on 31st March 2018 Rs. 51344006/- has beentransferred to General Reserve.

FIXED DEPOSITS

No fixed deposits have been accepted from public during the financial year 2017-18.

DEPOSITS the company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS the particulars of loansguarantees and investments have been disclosed in the financial statements.

ASSOCIATE COMPANY

The Company has one Associate Company having 39.04% of equity shares of m/s medicamenBiotech Limited. the company has full management control in m/s medicamen 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.

SUB-DIVISION OF SHARES

Your Board of Directors recommended to sub-divide its 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 which was approved and ratified by the shareholdersthrough postal Ballot. this has improved the liquidity in the market.

ISSUE OF BONUS SHARES

Your Board of Directors recommended the issue of Bonus Shares considering thefinancial position of the Company in the ratio of 1 (One) equity share for every 4 (Four)existing equity share held by them as fully paid-up.

Further the Shareholders of the company approved the issue of Bonus Shares bycapitalising the mount of Rs. 10520000 (Rupees One Crore Five Lakh Twenty Thousandonly) from the securities premium account and / or general reserve of the Company as perthe audited financial statements of the Company for the financial year ended 31st March2017 to those persons who are members as on the record date.

DIRECTORS

During the year mr. Sanjay Bansal was appointed as an

Additional Director in non-executive capacity and Dr. Akshay Kant Chaturvedi wasappointed as an Additional Director in executive Capacity with effect from 05.03.2018& 30.03.2018 respectively. Further the company has received resignation letter frommr. rajiv mehta from his Directorship on the Board of the Company w.e.f. 05.03.2018.

Mr. Ashwani Kumar Sharma retires by rotation and being eligible offered himself forre-appointment.

Pursuant to the provisions of Section 149 of the Act Mr. Harish Pande Mr. KailashGupta Mr. Puneet Chandra Mr. Arun Kumar &ms. Usha pande are Independent Directors ofthe company. they have submitted a declaration that each of them meet the criteria ofindependence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI ListingRegulations”). There has been no change in the circumstances affecting their statusas an Independent Director during the year. the Board appointed ms. parul choudhary as thecompany Secretary and Compliance Officer to take over from Ms. priyanka Singh with effectfrom 1st august 2017.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on 31st March 2018 are: Mr. Suresh Kumar Singh Managing Director Mr.Vinod Kumar Chief 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 Financial Statements for the year ended on 31stMarch 2018 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.

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 2018.

AUDITORS & AUDIT

Based on the performance and work of m/s rai Qimat & associates charteredaccountants as Statutory auditors of the company it is recommended by the Board toappoint them for further five year i.e. from the Fortieth Annual General Meeting until theconclusion of Forty Fifth annual general meeting of the company. appointment of m/s raiQimat & associates chartered

Accountants for further five year is being sought from the members of the company atthe forthcoming annual General meeting.

As per the provisions of Section 139(1) of the Companies Act 2013 the Company hasreceived a written consent from M/s Rai Qimat & associates chartered accountants forcontinuation of its appointment and a certificate to the effect that its appointment ifcontinued would be in accordance with the Companies Act 2013 and the rules framed thereunder and that they satisfy the criteria provided in section 141 of the Companies Act2013.

The Company has adopted all the Ind AS except Ind As on Preliminary expensesPre-operative expenses and miscellaneous expenses. The said expenses were not significant.the observations of the auditors and the relevant notes on the accounts areself-explanatory and therefore do not call for any further comments.

INTERNAL AUDITORS the Board of Directors of your company has appointed m/s puneetGupta & co. chartered accountants New Delhi as Internal Auditors in place of M/sPawan K Singla & Co. chartered accountants pursuant to the provisions of Section 138of the Companies Act 2013 for the financial year 2018-19.

COST ACCOUNTANT pursuant to provision of Section 148 of the companies act 2013read with Companies (Audit and Auditor) Rules 2014 the requirement of cost audit is notapplicable on the company. However for Good corporate Governance and for transparency inthe work your Board of Directors has re-appointed m/s cheena & associates Delhi costauditors (Firm registration

No.0397) as Cost Accountant of the Company for the financial year 2018-19 formaintaining the cost records of the Company.

SECRETARIAL AUDITORS the Board of Directors of your company has re-appointed m/samJ & associates company Secretaries Delhi as Secretarial auditor pursuant to theprovisions of Section 204 of the Companies Act 2013 for the financial year 2018-19. TheReport of the Secretarial Auditor is annexed to the Report as per Annexure “A”.

CORPORATE GOVERNANCE a report on corporate Governance together with auditors'certificate confirming compliance with Corporate Governance norms as stipulated underSeBI (Listing obligations and Disclosure Requirements) Regulations 2015 forms a part ofthis report along with report 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”.

(ii) Meetings

During the year eight Board meetings and Five audit committee meetings were convenedand held. the details of which are given in the corporate Governance report.

(iii) Composition of Audit Committee the Board has re-constituted its audit committeedue to resignation of mr. rajiv mehta which comprises of mr.

Harish Pande Mr. Sanjay Bansal Mr. Arun Kumar and Mr. puneet chandra. more detailsabout the committee are given in the corporate Governance report.

(iv) Related Party Transactions

None of the transactions with any of related parties were in conflict with theCompany's interest. Suitable disclosure as required by the Accounting Standards (AS-18)has been made in the notes to the Financial Statements.

(v) Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the companies Act 2013 are given in the accompanying Financial Statements.

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.

INTERNAL FINANCIAL CONTROL the company's internal control procedures have beenplanned and designed to provide reasonable assurance of compliance with various policiespractices and statutes in keeping with the organization's pace of growth and achieving theOrganization's objectives efficiently and economically. the internal controls riskmanagement and governance processes are duly reviewed for their adequacy and effectivenessthrough periodic audits by the Internal audit function. a detailed note has been providedunder management Discussion and analysis report.

BOARD EVALUATION the Board of Directors has carried out an annual evaluation of itsown performance Board committees and individual Directors pursuant to the provisions ofthe act SeBI Listing regulations and the Guidance Note on Board evaluation issued by theSecurities and Exchange Board of India on January 5

2017. the performance of the Board & committees was evaluated by the Board afterseeking inputs from all the Directors & committee members on the basis of criteriasuch as the board & committee composition and structure effectiveness of boardprocesses information 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 Board and theNomination and remuneration committee reviewed the performance of individual Directors onthe basis of criteria such as the contribution of the individual Director to the Board andcommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc.

nI 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.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received necessary declaration from each of the Independent Directorsof the company under section 149(7) of the Companies Act 2013 that he/ she meets thecriteria of Independence laid down in section 149(6) of the Companies Act 2013.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the company will be provided upon request.

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”.

Sl. No. Company Nature of Transaction Investment (in Rs.Lakhs)
1. Medicamen Biotech Limited Investment in Shares 2671.31

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 Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure E in Form No. AOC-2 and the same forms part of this report

CHANGE IN THE NATURE OF BUSINESS

there has been no change in the nature of business of the company during the year.However the company proposes to diversify in the high growth area of pharmaceuticals apI& intermediates which possess huge opportunities in the domestic and overseas market.The said diversification in the proposed segment provides an opportunity to the company togrow significantly and will also act as backward integration of the bulk drugs andformulations business of medicamen Biotech Limited an associate company of Shivalikrasayan Limited thus creating synergies for the business.

SHARE CAPITAL

During the year the company has increased its authorised capital from rs. 35000000/-(Rupees Three Crore Fifty Lakhs Only) divided into 3500000 (Thirty Five Lakhs Only)Equity Shares of Rs.10/- (Rupees Ten) each to rs.100000000/-(Rupees Ten Crore Only)divided into 10000000 (One Crore Only) Equity Shares of Rs.10/-(Rupees Ten) each.

Further the company has increased its paid up capital from Rs.34200000/- (RupeesThree Crore and Forty Two Lacs only) divided into 3420000 (Thirty Four Lacs and TwentyThousand only) Equity Shares of Rs.10/- (Rupees Ten) each to rs. 42080000/- (rupeesForty two crores and eighty

Thousand only) divided into 4208000 (Forty Two Lacs and Eight Thousand only) EquityShares of Rs. 10/- (Rupees Ten) each by issuing 788000 convertible warrants into equityshares on preferential basis to promoter group and Non-promoter group.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act 2013 & ListingRegulations2015 the Company has implemented an integrated risk management approachthrough which it reviews and assesses significant risks controls and mitigation in place.the audit committee has additional oversight in the area of financial risk and control. Atpresent the Company has not identified any element of risk which may threaten theexistence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

No disclosures on corporate Social responsibility are required as provision underSection 135 of the Companies Act 2013 and rules made thereunder are not applicable to thecompany.

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 theinformation regarding conservation of energy technology

Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m)of the Companies Act 2013 read with the Rule 8 of The Companies (Accounts) Rules 2014.

A. CONSERVATION OF ENERGY energy conservation has been an important thrust area ofthe management and is being continuously monitored and efforts to conserve and optimizethe use of energy through improved operational methods and other means are being continuedon an ongoing basis. We have persistent in our efforts to ensure reuse recycling to theextent possible.

Wherever possible energy conservation measures have already been implemented by yourcompany.

With growing concerns there has been an exhaustive search made for means ofalternative energy which may be considered for implementation in future and your companywould continue to explore alternative sources of energy in future. Sustainability isdeeply rooted in all the operations of your company.

B. TECHNOLOGY ABSORPTION / RESEARCH AND DEVELOPMENT efforts in brief made towardstechnology absorption adaption and innovation. the company as a matter of policy exposesits technical staff to latest technological developments by encouraging them toparticipate in domestic as well as global technical seminars and expositions; this helpsthem to further improve their knowledge and skills which in turn results in betterquality products and increased productivity.

Benefits derived as a result of the above efforts Product innovation and renovationimprovement in yield product quality input substitution cost effectiveness and energyconservation as the major benefits.

Your Company has not imported any technology during last three years. However thecompany has spent on the research & development of various products as mentionedbelow:

The expenditure incurred on Research & Development is as below:

(Rs. In lakhs)
Particulars Amount
Capital Expenditure 576.26
Recurring Expenditure 21.38
Total 597.64

C. FOREIGN EXCHANGE EARNING AND OUTGO

During the period under review: cIF Value of Imports is Rs.20833854/-.

HUMAN RESOURCES the goal of the Human resources Department is to enable theorganization to achieve its strategic objectives while ensuring employees are engaged andmotivated.

Training needs are identified to meet individual requirements through in-housetraining on-the-job training and outdoor training as a continuous process. Trainings areclassified on the basis of requirements like individual development on soft skillsprofessional & technical skills and management development program. current effortsalso include building skills attracting and retaining talent and nurturing and developingleadership potential.

During the year under review there was a cordial relationship with all the employees.there was no loss of production on account of any industrial unrest. Your Directors wishto place on record their sincere appreciation for the continued sincere and devotedservices rendered by all the employees of the company.

ACKNOwLEDGEMENT the Board takes this opportunity to sincerely thank all itsstakeholders namely shareholders customers suppliers/ contractors employeesgovernment agencies local authorities for their continued trust and support to thecompany.

For and on behalf of the Board
Sd/-
Rahul Bishnoi
Place : New Delhi Chairman
Date : 25th July 2018 (DIN: 00317960)