Shivamshree Businesses Ltd.
|BSE: 538520||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE857P01021|
|BSE 00:00 | 22 Oct||Shivamshree Businesses Ltd|
|NSE 05:30 | 01 Jan||Shivamshree Businesses Ltd|
|BSE: 538520||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE857P01021|
|BSE 00:00 | 22 Oct||Shivamshree Businesses Ltd|
|NSE 05:30 | 01 Jan||Shivamshree Businesses Ltd|
Your Directors are pleased to present to the valued stakeholders the 36th Annual Report of ShivamShree Businesses Ltd. along with the Audited Financial Statements of the Company for the Year ended March 31st 2019.
FINANCIAL HIGHLIGHTS- AT A GLANCE
Overall Performance of your Company
During the year under review. Your Company has earned Net Profit of Rs. 1593700/- (Rupees Fifteen Lacs Ninety Three Thousand and Seven Hundred only) in FY-2018-19 as against Net Loss of Rs. 42281/- (Rupees Forty Two Thousand and Two Hundred Eight One only) in FY-2017-18.
The financial summary performance highlights operations/state of affair of your Company for the year are summarized below:
(Rupees in Thousands)
No Dividend was declared for the current financial year.
The Board proposes to transfer the Profit amount to the reserves.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the Company the provisions of Section 125 of the Companies Act 2013 do not apply.
During the year under review the Company has not accepted any deposits in terms of section 73 of the Companies Act 2013 to be read with the Companies (Acceptance of Deposits) Rule 2014 as amended from time to time and also no amount was outstanding on account of principal or interest thereon as on the date of the Balance Sheet.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company during the financial year 2018-2019. (Refer Annexure B)
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in a separate section of this Annual Report.
CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in nature of business of the Company.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel by way of Appointment Re designation Resignation Death Dis-qualification variation made or withdrawn etc. are as follows:
During the year under review Mr. Amit kumar Rameshchandra Rana (DIN: 03611510) Managing Director of the Company who was associated with the Company since 24/08/2015 had resigned w.e.f. 31/08/2018 from directorship of the Company due to his personal occupancy. The resignation for the same was accepted by the Board through a resolution carried in the Board Meeting held on 01/09/2018. The Board places on record its appreciation for the services rendered by him during his tenure as a Director.
During the year under review Mr. Kheem Singh (DIN: 07064713) Director of the Company who was associated with the Company since 22/01/2015 had resigned w.e.f. 31/08/2018 from directorship of the Company due to his personal occupancy. The resignation for the same was accepted by the Board through a resolution carried in the Board Meeting held on 01/09/2018. The Board places on record its appreciation for the services rendered by him during his tenure as a Director.
During the year under review Mr. Mohit kumar (DIN: 07065751) Director of the Company who was associated with the Company since 22/01/2015 had resigned w.e.f. 31/08/2018 from directorship of the Company due to his personal occupancy. The resignation for the same was accepted by the Board through a resolution carried in the Board Meeting held on 01/09/2018. The Board places on record its appreciation for the services rendered by him during his tenure as a Director.
During the year under review CS Arun Kumar Company Secretary and Compliance Officer of the Company was associated with the Company since 23/05/2018 had resigned w.e.f. 07/08/2018 due to his personal occupancy further CS Srishti Singh Company Secretary and Compliance Officer of the Company was associated with the Company since 14/08/2018 had resigned w.e.f. 31/10/2018 due to his personal occupancy.
Mr. Nilesh Himatlal Trivedi (DIN: 08141177) was appointed as Additional (Independent) Director of the Company on 23/05/2018.
Mr. Rajesh Bhavanbhai Chauhan (DIN: 08141179) was appointed as Additional (Independent) Director of the Company on 23/05/2018.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT 2013
All Independent Directors have given declarations under section 149(7) that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act 2013 and rules made there under to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.
DISCLOSURE OF CHANGE IN ACCOUNTING TREATMENT IN FINANCIAL STATEMENTS
During the period under review there were no changes in the Accounting treatment in the Financial Statements for the financial year 2018-19 different from that as prescribed in Accounting Standards prescribed by the Institute of Chartered Accountants of India (ICAI).
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return under sub section 3 of Section 92 of the Companies Act 2013 in Form MGT-9 is annexed herewith as Annexure A.
NUMBER OF MEETINGS OF THE BOARD
During the year under review seven Board Meetings five Audit Committee Meetings Five Nomination & Remuneration Committee Meetings one Stakeholders' Relationship Committee Meetings one Internal Compliant Committee Meetings and one Vigil Mechanism Committee were convened and held. All the Meetings including Committee Meetings were duly held and convened and the intervening gap between two consecutive meetings was within the period prescribed under the Companies Act 2013 to be read with the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
No. of Board Meeting held during the year:
The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015. The Composition of Audit Committee is given below:
*Mr. Mohit Kumar (DIN: 07065751) Director of the Company resigned from directorship on 31/08/2018 ** Kheem Singh (DIN: 07064713) Director of the Company resigned from directorship on 31/08/2018
No. of Audit Committee Meeting held during the year
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015. The Composition of the Committee is given below:
*Mr. Mohit Kumar (DIN: 07065751) Director of the Company resigned from directorship on 31/08/2018
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition of the Committee is given below:
No. of Stakeholders Relationship committee meeting
VIGIL MECHANISM COMMITTEE
The Vigil Mechanism Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition of the Committee is given below:
No. Of vigil mechanism committee meeting held during the year
BOARD ANNUAL EVALUATION
The provisions of section 134(3)(p) of the Companies Act 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairman of the Board. They were evaluated on parameters such as their education knowledge experience expertise skills behavior leadership qualities level of engagement & contribution independence of judgment decision making ability for safeguarding the interest of the Company stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.
NOMINATION & REMUNERATION POLICY
The Board on the recommendation of Nomination & Remuneration Committee framed a policy for selection and appointment of Directors Senior Management Personnel and fixation of their remuneration thereof as required under Section 178 of the Companies Act 2013. The Policy contains inter-alia directors' appointment and remuneration including criteria for determining qualifications positive attributes independence of a Director etc. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure F to this Report.
Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Board has framed a policy to familiarize Independent Directors about the Company.
CORPORATE GOVERNANCE REPORT
In pursuance of SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 15 2014 Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 shall be applicable on those companies having paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 Crore as on the last day of the previous financial year. The paid up share capital and net worth of your company do not qualify for applicability of Regulations of SEBI disclosure requirement. Therefore separate Report of Corporate Governance is not attached herewith.
In spite of above said SEBI circular Your Company adopts best practices for corporate governance disclosure standard and enhanced shareholder value while protecting the interest of all other stakeholders including clients its employee. This has enabled your Company to earn the trust and goodwill of its investors business partners employees and the communities in which it operates. Your directors believe that Company profitability must go hand in hand with a sense of responsibility towards all stakeholders employee and communities.
STATUTORY AUDITOR SECRETARIAL AUDITOR & COST AUDITOR WITH THEIR QUALIFICATION RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
M/s M A A K & Associates Chartered Accountants (Firm Reg. No. 135024W) a Firm peer reviewed by ICAI were appointed as Statutory Auditor in the Annual General Meeting held in FY 2018-19 for the consecutive term of five years commencing from FY 2018-19 to FY 2022-23. A written consent/certificate regarding eligibility for their re-appointment as Statutory Auditors in accordance with the Rule 4 of the Companies (Audit and Auditors) Rule 2014 read with the provisions of section 139(2) of the Companies Act 2013 has been received by the company.
Qualification(s) and Directors' comments on the report of Statutory Auditor:
The Notes on Accounts and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors do not call for any further clarification(s). Also the report submitted by the Auditor is unqualified.
B. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Company has appointed M/s Neha Arora & Associates Company Secretaries to undertake Secretarial Audit of the Company.
The Secretarial Audit was conducted by CS Neha Arora Practicing Company Secretary and the report thereon is annexed herewith as Annexure G.
Qualification(s) and Directors' comments on the report of Secretarial Auditor:
No adverse observation(s) have been recorded by the Secretarial Auditor for the year under review in its report
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR
There were no instances of fraud that have been observed by the Statutory Auditor during audit of the financial statements for the financial year 2018-19 which are required to be disclosed by the company in its Board Report under Section 143 (12) of the Companies Act 2013.
PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013
The details of loans guarantees or investments made by the company if any pursuant to the provisions of section 186 of the Companies Act 2013 can be found in the balance sheet.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT 2013
All contracts/arrangements/transactions entered into during the financial year with the related parties were on arm's length basis and were in the ordinary course of business. (Refer Annexure C)
A) Issue of equity shares with differential voting rights
No equity shares with differential voting rights has been issued by the company during the financial year 2018-19
B) Issue of sweat equity shares
The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of the Companies (Share Capital and Debenture) Rules 2014 during the Financial Year.
C) Issue of employee stock options
The Company has not issued shares under employee's stock options scheme pursuant to provisions of Section Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 so question does not arise about voting rights not exercised by employee during the year under review.
D) Buy Back of Securities
The Company has not bought back any of its securities pursuant to the provisions of Section 67 and Section 68 of the Companies Act 2013 during the year under review.
E) Voting Rights of Employees
During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67 (3) (c) of the Companies Act 2013. Therefore the company is not required to make disclosure as per rule 6 (4) of the Companies (Share Capital and Debentures) Rules 2014.
MATERIAL CHANGES AND COMMITMENTS IF ANY
There are no material changes or commitments noticed by the Board between the end of financial year of the company as on 31st March 2019 and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
To the best of the Management's knowledge no significant and material order(s) were passed by any regulator(s) or courts or tribunals which could impact the going concern status and company's operation in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO
Information required to be given pursuant to section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are given below:
STEPS TAKEN FOR CONSERVATION OF ENERGY
The Company has been taking energy saving measures viz. Use of energy saver electrical equipments CFL fittings are provided inside the building for common area lighting in the projects of the Company Efficient ventilation system in offices and the projects of the Company.
Moreover your company emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.
Your Company is engaged in to the business of production and trading of Milk. The business of the Company does not require intense use of technology. Therefore no technology has been absorbed during the period under review. Further during the year Company has not imported any technology.
Our Company has not undertaken any research and development work during the year 2018-19. However in order to minimize its cost and increase the quality of its products your Company is trying to maintain highest standard of quality.
FOREIGN EXCHANGE EARNINGS AND OUTGO.
There was no foreign exchange inflow or Outflow during the year under review.
The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 the company regularly maintains a proper check in normal course of its business regarding risk management. Currently the company does not identify any element of risk which may threaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not fall under the criteria of net worth turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act 2013 hence the same are not applicable to the company for the period under review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that the activities of the Company & its employees are conducted in a fair & transparent manner by adoption of highest standards of professionalism honesty integrity and ethical behavior the company has adopted a vigil mechanism policy.
This policy is explained in Corporate Governance Report and is also posted on website of the company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 and Rules made there under your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year no complaints were filed with the Company.
CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation 2015 to be read with Part A of Schedule V of the said regulations a separate section on corporate governance practices followed by the company together with the certificate from the company's Statutory Auditors/ Practicing Company Secretary confirming compliance forms an integral part of this Report.
The relationship with employees continues to be harmonious. The company always considers its human resource as its most valuable asset. Imparting adequate and specialized training to its employees is ongoing exercise in the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has in place a sound Internal Control System commensurate with the size scale and complexity of its operations. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Management monitors and evaluates the efficacy & adequacy of internal control system in the Company in compliance with operating systems accounting procedure and policies. Bases on the report of internal audit function process owners undertake corrective action in their respective areas and thereby strengthen the controls.
The shares of the Company are presently listed at BSE Ltd. (Bombay Stock Exchange).
All statutory dues including Annual Listing Fees for the Financial Year 2018-19 has been paid (with interest if any payable) by the Company.
Your Directors hereby place on record their appreciation for the services rendered by executives staff and other workers of the Company for their hard work dedication and commitment. During the year under review relations between the Employees and the Management continued to remain cordial.
CODE OF CONDUCT
The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior Management of the Company. Additionally all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act 2013 to be read with SEBI Listing Regulations 2015. All Board Members Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.
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 employees of the Company is as follows:
Details in respect of employees of the Company as required under section 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as per Annexure D
The company has for Executive Directors and remuneration paid to them is disclosed in MGT-9. Further no sitting fee has been paid to any director during the year.
The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are:
The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 the Directors would like to state as follows:
(a) In the preparation of the annual accounts for the year ended March 31 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures and the annual accounts have been prepared in compliance with the provisions of the Companies Act 2013;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including Financial Institutions Banks Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company who have contributed significantly towards Company's performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.
By Order of the Board of Directors
For ShivamShree Businesses Ltd.