Your Directors have pleasure in presenting their 11th Board's Report on thebusiness and operations of the Company and the Audited Financial Statements for thefinancial year ended March 31 2019.
1. Performance Highlights (Standalone)
Your Company has performed during the reporting period as follows:
|Particulars ||FY 2018-19 ||FY 2017-18 |
|Revenue from operations ||1581409529.00 ||1954963091.00 |
|Other income ||2403602.00 ||402315.00 |
|Total revenue ||1583813131.00 ||1955365407.00 |
|EBITDA ||91914163.00 ||78265585.00 |
|EBITDA margin % ||5.80% ||4.00% |
|Less: || || |
|Finance Costs ||34548280.00 ||35136816.00 |
|Depreciation ||12932347.00 ||14236800.00 |
|Profit before tax exceptional and extraordinary items ||44433536.00 ||28891970.00 |
|Add/(Less): Exceptional/Extraordinary income/(expense) ||-- ||-- |
|Profit before tax ||44433536.00 ||28891970.00 |
|Less: Taxes on income ||10992308.00 ||10768776.00 |
|Profit after tax ||33441228.00 ||18123194.00 |
|PAT margin % ||2.11% ||0.93% |
|EPS Basic ||1.56 ||1.13 |
|EPS Diluted ||1.56 ||1.13 |
Note: Previous year's figures have been regrouped/ reclassified wherever necessary tocorrespond with the current year's classification/disclosure.
2. Transfer to Reserves
The Company has not transferred any amounts to Reserves during the period under review.
3. Share Capital
The paid-up equity share capital of the Company as at 31st March 2019consists of 21420000 equity shares of Rs. 10 each.
Company has issued 6420000.00 equity shares of Rs. 10 each via public offeringduring the year under review.
The Company has not bought back any equity shares during the reporting period.
The Company has not issued any bonus shares or sweat equity shares during the reportingperiod.
The Company has not proposed any dividend during the period under review.
5. Conservation of Energy Technology Absorption and Foreign Exchange Earningsand Outgo
The Company has introduced various measures to reduce energy consumption and installthe latest technologies. Total energy consumption
|Purchased ||2018-2019 ||2017-2018 |
|Units (nos.) ||3549720.00 ||3008280.00 |
|Total amount (Rs.) ||31263922.00 ||25451685.00 |
|Rate per unit (Rs.) ||4.20 ||4.20 |
|Generated ||Nil ||Nil |
Foreign Exchange Earnings and Outgo:
|Particulars ||Amount in Rs. |
|Earnings ||99555799.00 |
|Outgo ||13570411.00 |
6. Subsidiaries Joint Ventures and Associates
The Company does not have any subsidiaries joint ventures or associates in the periodunder review.
7. Significant Events After Balance Sheet Date
There have been no significant events after the Balance Sheet date which requires anydisclosure.
8. Change in the nature of business
There has been no change in the nature of business of the Company in the period underreview.
The Company has not accepted any deposits in the period under review.
10. Auditors' Qualifications Reservations Adverse Remarks in the Auditors' Report
The Auditors Report does contain any qualification reservation or adverse remark onthe financial statements for the period ended March 31 2019. The statements made by theAuditors in their Report are self-explanatory and do not call for any further comments.
The Company is in the process of arranging for alternative funding in order to complywith Section 73 of the Companies Act 2013.
The Company is also in the process of recovering the dues from debtors outstanding fora period exceeding six months.
11. Corporate Social Responsibility
As the Company does not fall under the criteria as mentioned under Section 135 of theCompanies Act 2013 the provisions of Corporate Social Responsibility do not apply to theCompany
12. Extract of Annual Return
The extract of the Annual return in Form MGT-9 is annexed herewith to the Board'sReport.
13. Declaration given by Independent Directors
The Company has received declarations from all its Independent Directors confirmingthat they meet the criteria of independence as prescribed under the Companies Act 2013and Regulation 16(1) (b) of the Listing Regulations.
14. Board Evaluation
Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects.
The Board of Directors has expressed their satisfaction with the evaluation process.
15. Details of Directors and Key Managerial Personnel Appointed/Resigned during theyear
There are no changes in the composition of Board of Directors during the year underreview.
16. Number of Meetings of the Board of Directors
During the year 05 Board meetings were convened and held details of which are asfollows:
|Sr. No. ||Date of Board meeting ||No. of Directors entitled to attend the meeting ||No. of Directors present |
|1 ||30.05.2018 ||5 ||5 |
|2 ||04.09.2018 ||5 ||5 |
|3 ||13.11.2018 ||5 ||5 |
|4 ||05.01.2019 ||5 ||5 |
|5 ||23.03.2019 ||5 ||5 |
17. Vigil Mechanism/Whistle Blower Policy for Directors and Employees
The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct & Ethics.
18. Audit and Risk Committee
The Audit and Risk Committee comprises of 3 members 2 of whom are independentdirectors:
1. Ms. Anushree Ganatra Chairman
2. Mr. Utsav Rajpara Member
3. Mr. Lavjibhai Savaliya Member
19. Nomination and Remuneration Policies
The Board of Directors has formulated a Policy which lays down a framework forselection and appointment of Directors and Senior Management and for determiningqualifications positive attributes and independence of Directors.
The Board has also formulated a Policy relating to remuneration of Directors membersof Senior Management and Key Managerial Personnel.
Details of the Nomination Policy and the Remuneration Policy are given in Annexure [x].
20. Particulars of Loans Guarantees or Investments
Reference may be made to the financial statements of the Company in this regard.
21. Related Party Transactions
During the reporting period the Company had entered into any contract/arrangement/transaction with related parties which were on arm's length basis or whichcould be considered material in accordance with the policy of the Company on materialityof related party transactions. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3) (h) of the Companies Act 2013 in Form AOC 2 isapplicable.
Systems are in place for obtaining prior omnibus approval of the Audit Committee on anannual basis for transactions with related parties which are of a foreseeable andrepetitive nature. The transactions entered into pursuant to the omnibus approval sogranted and a statement giving details of all transactions with related parties are placedbefore the Audit Committee for their review on a periodic basis.
22. Managerial Remuneration
a. Remuneration to Directors and Key Managerial Personnel
1. The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the period under review ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the period underreview and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:
|Sr. no. ||Name of Director/ KMP ||Remuneration of Director/ KMP in Rs. ||% increase/ decrease in Remunerat ion ||Ratio of remuneration of each Whole-Time Director to median remuneration of employees |
|1 ||Lalitkumar C. Vasoya ||500000.00 ||NA ||28.1:1 |
|2 ||Piyush C. Vasoya ||500000.00 ||NA ||28.1:1 |
|3 ||Lavjibhai V. Savaliya ||500000.00 ||NA ||28.1:1 |
| ||Total ||1500000.00 ||NA || |
Note: Independent Directors are entitled to sitting fees and commission as per thestatutory provisions and within the limits approved by shareholders. Details in thecorresponding columns are applicable for Whole-time Directors and KMPs.
2. The median remuneration of employees of the Company during the period under reviewwas Rs. 17800.00;
3. The median remuneration of employees of the company during the last year was Rs.54000.00
4. There were 22 permanent employees on the rolls of the Company as on March 31 2019.
5. Average percentage decrease made in the salaries of employees other than themanagerial personnel in the last financial year was 32.96%. As regards comparison ofManagerial Remuneration of F.Y. 2019 over F.Y. 2018 details of the same are given in theabove table at sr. no. 1.
6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.
b. Employee Particulars
There are no employees who have remuneration in excess of the remuneration stated inSection 197 of the Companies Act 2013.
23. Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
24. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesmade there under the Company has appointed Ms. Janki Dedania Practicing CompanySecretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report isannexed to the Board's Report and forms an integral part of this Report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.
25. Risk Management Policy
The Company has a robust Risk Management framework to identify measure and mitigatebusiness risks and opportunities. This framework seeks to create transparency minimiseadverse impact on the business objective and enhance the Company's competitive advantage.This risk framework thus helps in managing market credit and operations risks andquantifies exposure and potential impact at a Company level.
26. Director's Responsibility Statement
Your Directors state that:
a. in the preparation of the annual financial statements for the year ended March 312019 the applicable accounting standards have been followed with no material departures;
b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profit ofthe Company for the year ended on that date;
c. the Directors 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 Directors have prepared the annual financial statements on a going concernbasis;
e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and
f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
27. Statutory Auditors
The Company's auditors M/s. H. B. Kalaria and Associates (Firm Registration Number104571W) have completed 9 years as Statutory Auditors of the Company.
In accordance with provisions of Section 139 of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 the Company has appointed them for a period of5 years from conclusion of 08th Annual General Meeting till the conclusion of13th Annual General Meeting.
M/s. H. B. Kalaria and Associates (Firm Registration Number 104571W) have informedthe Company that their appointment if made would be within the limits prescribed underSection 141 of the Companies Act 2013.
The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.
The Auditors have also furnished a declaration confirming their independence as well astheir arm's length relationship with the Company as well as declaring that they have nottaken up any prohibited non-audit assignments for the Company.
28. Cost Audit
M/s. Tadhani and Co. Cost Accountants have been duly appointed as Cost Auditors forconducting Cost Audit in respect of products manufactured by the Company which are coveredunder the Cost Audit Rules for current financial year ending March 31 2019. As requiredby Section 148 of the Companies Act 2013 necessary resolution has been included in theNotice convening the Annual General Meeting seeking ratification by Members to theremuneration proposed to be paid to the Cost Auditors for the financial year ending March31 2019.
29. Maintenance of Cost Records
M/s. Tadhani and Co. Cost Accountants have been duly appointed for maintaining thecost records in respect of products manufactured by the Company for current financial yearending March 31 2020.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the period underreview:
1. Details relating to issue of equity shares including sweat equity shares and shareswith differential rights as to dividend voting or otherwise since there was no suchissue of shares.
2. None of the Whole-Time Directors of the Company received any remuneration orcommission from any of its subsidiaries.
3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
4. Your Directors further state that during the period under review there were nocases filed under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
We take this opportunity to thank the employees for their dedicated service andcontribution to the Company.
We also thank our banks business associates and our shareholders for their continuedsupport to the Company.
|Date: 30th May 2019 ||forand on Behalf of the Board of |
|Place: Bhunava ||SHREE RAM PROTEINS LIMITED |
| ||Lalitkumar Vasoya ||Lavjibhai Savaliya |
| ||Managing Director ||Wholetime Director |
| ||02296254 ||02295305 |
Annexure to the Board's Report Form AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms-length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm's length basis
|a. Name(s) of the related party and nature of relationship ||Not applicable |
|b. Nature of contracts/arrangements/transactions ||Not applicable |
|c. Duration of the contracts/arrangements/transactions ||Not applicable |
|d. Salient terms of the contracts or arrangements or transactions including the value if any ||Not applicable |
|e. Justification of entering into such contracts or arrangements or transactions ||Not applicable |
|f. Date of approval by the Board ||Not applicable |
|g. Amount paid as advances if any ||None |
|h. Date on which the special resolution was passed in general meeting as required under first proviso to sec. 188 ||Not applicable |
2. Details of material contracts or arrangements or transactions at arm's length basis:
|Name ||Nature ||Duration ||Amount (in Rs.) |
|Rudra International ||Purchase ||- ||64813621.00 |
|Lalitkumar Vasoya ||Loan Taken || ||15518803.00 |
|Lavjibhai Savaliya ||Loan Taken || ||14193959.00 |
|Piyushbhai Savaliya ||Loan Given || ||3590273.00 |
|Total || || ||98116656.00 |
Date of Board approval if any: Amount paid as advances: Nil
|Date: 30th May 2019 ||for and on Behalf of the Board of || |
|Place: Bhunava ||SHREE RAM PROTEINS LIMITED || |
| ||Lalitkumar Vasoya ||Lavjibhai Savaliya |
| ||Managing Director ||Wholetime Director |
| ||02296254 ||02295305 |