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Shree Ram Protiens Ltd.

BSE: 532567 Sector: Industrials
NSE: SRPL ISIN Code: INE008Z01012
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Shree Ram Protiens Ltd. (SRPL) - Director Report

Company director report

Dear Shareholders

The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company") along with the Standalone AuditedFinancial Statements for the Financial Year ended on March 31 2020.

FINANCIAL RESULTS:

The Company's financialperformance for the year ended on March 31 2020 is summarized below:

Particulars

FY 2019-20

FY 2018-19

Revenue from operations

1558993568.00

1581409529.00

Other income

5218168.00

2403602.00

Total revenue

1564211735.00

1583813131.00

EBITDA

82561987.00

91914163.00

EBITDA margin %

5.28%

5.80%

Less:
Finance Costs

35795722.00

34548280.00

Depreciation

11713295.00

12932347.00

Profit before tax exceptional and extraordinary items

35052971.00

44433536.00

Add/(Less): Exceptional/Extraordinary income/(expense)

--

--

Profit before tax

35052971.00

44433536.00

Less: Taxes on income

8946472.00

10992308.00

Profit after tax

26106499.00

33441228.00

PAT margin %

1.69%

2.11%

EPS - Basic

1.22

1.56

EPS - Diluted

1.22

1.56

COMPANY'S PERFORMANCE:

STANDALONE FINANCIAL RESULTS:

The Total Income from Operations (net) of the Company for the year under review is ?1564211735 as compared to ? 1583813131 in the previous year. Profit for the yearstood at ? 26106499 as compared to Profit after tax of ? 33441228 in the previousyear. Decrease in net profit is due to increase in expenses.

DIVIDEND:

With a view to conserve and save the resources for future prospect of the Company yourDirectors regret to declare dividend for the financial year 2019-20 (Previous year - Nil).

TRANSFER TO RESERVES:

Your Directors do not propose transfer of any amount to the General Reserves. Fullamount of net profit are carried to reserve& Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

CHANGE IN THE REGISTERED OFFICE:

During the year under review there was no change in the registered office of theCompany.

SHARE CAPITAL:

During the year under review there was no change in capital and capital stood asfollows:

• AUTHORIZED CAPITAL:

? 250000000- (Rupees Twenty Five Crores Only) divided into 25000000 Equity Shares of? 10/- each.

• ISSUED SUBSCRIBED & PAID-UP CAPITAL:

The present paid-up issued and subscribed capital of the Company is ? 214200000-(Rupees Twenty One Crores Fourty Two Lacs Only) divided into 21420000 Equity Shares of ?10/- each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report the Board comprises of following Directors;

Name of Director Category Cum Designation Date of Original Appointment Date of Appointment at current Term & designation

Total Directorship2

No. of Committee

No. of Shares held as on March 31 2020

in which Director is Member

in which Director is Chairman

Mr. Lalitkumar Chandulal Vasoya Chairman and Managing Director August 29 2008 November 10 2017

1

1

0

7424300 Equity Shares
Mr. Lavjibhai Valjibhai Savaliya Whole Time Director September 15 2017 November 10 2017

1

2

0

3584200 Equity Shares
Mr. Piyush Chandubhai Vasoya Non Executive Director August 26 2017 November 10 2017

1

0

1

280000 Equity Shares
Mr. Utsav Jagdish Rajpara Independent Director November 7 2017 November 10 2017

1

1

0

Nil
Ms. Anushree Mahendrabhai Ganatra Independent Director November 7 2017 November 10 2017

1

0

1

Nil
Mr. Dhurmilkumar Girishbhai Vadalia Additional Independent Director April 20 2020 April 20 2020

1

0

0

Nil

1 Committee includes Audit Committee and Stakeholder's Relationship Committee across all Public Companies.

2 Excluding LLPs Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act 2013 ("Act"). Further in pursuance of Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations") the Company is exempted from the requirement of havingcomposition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Company.Neither any of the Director of the Company is holding position as Director in more than 8listed entities nor any of the Director of the Company serve as an Independent Director inmore than 7 listed entities.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP 1 intimation under Section 164(2) i.e. in Form DIR 8 and declaration as tocompliance with the Code of Conduct of the Company.

BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Boardmeetings are convened as and when require to discuss and decide on various businesspolicies strategies and other businesses. The Board meetings are generally held at theregistered office of the Company.

During the year under review Board of Directors of the Company met 5 times on May 302019 September 2 2019 November 2 2019 November 15 2019 and December 21 2019.Pursuant to Section 173 of the Companies Act 2013 the time gap between the twoconsecutive Board Meetings was not be more than 120 days.

The details of attendance of each Director at the Board Meeting and Annual GeneralMeeting are given below:

Name of Director

Mr. Lavjibhai Valjibhai Savaliya

Mr. Lalitkumar Chandulal Vasoya

Mr. Piyush Chandubhai Vasoya

Mr. Udit Chandiok

Mr. Utsav Jagdish Rajpara

Ms. Anushree Mahendrabhai Ganatra

Mr. Dhrumilkumar Girishbhai Vadalia

Number of Board Meeting held

5

5

5

5

5

5

5

Number of Board Meetings Eligible to attend

5

5

5

5

5

5

NA**

Number of Board Meeting attended

5

5

5

5

5

5

NA**

Presence at the previous AGM of F.Y. 20182019

Yes

Yes

Yes

No

No

Yes

NA**

* Mr. Dhrumilkumar Girishbhai Vadalia was appointed as an Additional IndependentDirector of the Company in Board Meeting held on April 20 2020.

GENERAL MEETINGS:

During the year under review only 1 shareholder meeting held as Annual General Meetingon September 30 2019. INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the act that they meet the criteria of independence laid down inSection 149 (6) of the Act.

INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP):

In accordance with the provisions of Section 152 and other applicable provisions if anyof the Companies Act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014 (including and statutory modification(s) or re-enactment(s) thereoffor the time being in force) Mr. Piyush Chandubhai Vasoya (Non-Executive Director) isliable to retire by rotation at the ensuing Annual General Meeting and being eligiblehave offered himself for re-appointment.

DETAILS OF KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act 2013 at the beginning of the FY 2019-20the Company had Mr. Lavjibhai Valjibhai Savaliya as Whole-Time Director Mr. LalitkumarChandulal Vasoya as Chairman and Managing Director Mr. Rameshbhai Popatbhai Bhadani asChief Financial Officer and Mr. Bhupendra Kanjibhai Bhadani as Company Secretary andCompliance Officer of the Company as Key Managerial Personnel.

Thenafter during the FY 2019-20 Mr. Abhimanyu Singh resigned from the post of CompanySecretary and Compliance Officer of the Company w.e.f May 09 2019 Mrs. Anita KaushikWhole-Time Director resigned w.e.f December 12 2019 and Mr. Dinesh Kaushik Whole-TimeDirector resigned w.e.f March 14 2020 due to personal reasons.

BOARD DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse board in overallsuccess. We believe that a truly diverse board will leverage differences in thoughtperspective knowledge skill regional and industry experience cultural and geographicalbackground age ethnicity race and gender that will help us retain our competitiveadvantage.

Pursuant to provisions of Companies Act 2013 and Rules made there under SEBI ListingRegulations and Guidance Note on Board Evaluation issued by Securities and Exchange Boardof India on January 05 2017 The Board of Directors has carried out an annual evaluationof its own performance performance of Individual Directors Board Committee including theChairman of the Board on the basis of composition and structure attendance contributioneffectiveness of process information functions and various criteria as recommended byNomination and Remuneration Committee. The evaluation of the working of the Board itscommittees experience and expertise performance of specific duties and obligations etc.were carried out. The Directors expressed their satisfaction with the evaluation processand outcome.

The performance of each of the Non-Independent Directors (including the Chairman) werealso evaluated by the Independent Directors at the separate meeting held between theIndependent Directors of the Company on March 5 2020.

PERFORMANCE EVALUATION:

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.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and Committee Meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

DIRECTORS' RESPONSIBILITYSTATEMENT:

Pursuant to section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended March 31 2020 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors have selected such accounting policies and applied them consistentlyand have made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the Financial Year andof the profit or loss of the Company for that year;

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 Accounts for the year ended March 31 2020 ongoing concern basis;

e) The Directors have laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder:

A. Audit Committee: -

The Board of Directors in their meeting held on November 14 2017 had formed AuditCommittee in line with the provisions of Section 177 of the Companies Act 2013. The termsof reference of the Committee is available on the website of the Company atwww.shreeramproteins.com.

During the year under review the Audit Committee met 2 (Two) times during theFinancial Year 2019-20 on May 30 2019 and November 15 2019.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of the Directors Category Designation

Number of meetings during the Financial Year 201920

Held

Eligible to attend

Attended

Ms. Anushree Mahendrabhai Ganatra Non-Executive Independent Director Chairperson

2

2

2

Mr. Utsav Jagdish Rajpara Non-Executive Independent Director Member

2

2

2

Mr. Lavjibhai Valjibhai Savaliya Whole-Time Director Member

2

2

2

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Further the Company Secretary of the Company is acting as CompanySecretary to the Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been accepted by theBoard.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company atwww.shreeramproteins.com.

B. STAKEHOLDER'S RELATIONSHIPCOMMITTEE:

The Board of Directors in their meeting held on November 14 2017 has formedStakeholder's RelationshipCommittee mainly to focus on the redressal of Shareholders' / Investors' Grievances if any like Transfer / Transmission / Demat of Shares; Loss of ShareCertificates; Non-receipt of Annual Report; Dividend Warrants; etc. The StakeholdersRelationship Committee shall report to the Board on a quarterly basis regarding the statusof redressal of complaints received from the shareholders of the Company. The terms ofreference of the Committee is available on the website of the Company atwww.shreeramproteins.com.

During the year under review Stakeholder's Relationship Committee met Four (Four) times viz on May 30 2019September 2 2019 November 15 2019 and March 5 2020.The composition of the Committeeand the details of meetings attended by its members are given below:

Name of the Directors Category Designation

Number of meetings during the Financial Year 201920

Held

Eligible to attend

Attended

Mr. Piyush Chandubhai Vasoya Non-Executive Director Chairperson

4

4

4

Mr. Lavjibhai Valjibhai Savaliya Whole-Time Director Member

4

4

4

Mr. Lalitkumar Chairman and Member

4

4

4

Chandulal Managing Director
Vasoya

There was no complaint unresolved as on March 31 2020.

C. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors in their meeting held on January 20 2019 has formed Nominationand Remuneration committee in line with the provisions of Section 178 of the Companies Act2013. The terms of reference of the Committee is available on the website of the Companyat www.shreeramproteins.com.

During the year under review Nomination and Remuneration Committee met One (1) time vizon September 2 2019. The composition of the Committee and the details of meetingsattended by its members are given below:

Name of the Directors Category Designation

Number of meetings during the Financial Year 201920

Held

Eligible to attend

Attended

Mr. Utsav Jagdish Rajpara Non-Executive Independent Director Chairperson

1

1

1

Ms. Anushree Mahendrabhai Ganatra Non-Executive Independent Director Member

1

1

1

Mr. Piyush Chandubhai Vasoya Non-Executive Director Member

1

1

1

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create ahigh-performance culture. It enables the Company to attract motivated and retainedmanpower in competitive market and to harmonize the aspirations of human resourcesconsistent with the goals of the Company. The Company pays remuneration by way of salarybenefits perquisites and allowances to its Executive Directors and Key ManagerialPersonnel.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.shreeramproteins.com and also forms part of thisreport as Annexure A.

REMUNERATION OF DIRECTORS:

The details of remuneration paid during the Financial Year 2019-20 to Directors of theCompany is provided in (Form MGT-9) which is annexed to this Report as Annexure - B.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this Report as Annexure - B.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

Our Company does not has any Subsidiary Associate and Joint Venture Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts or arrangements with related parties under Section 188(1) of the CompaniesAct 2013 took place in FY 2019-20.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the Central Government.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each whole-time director to the median of employees' remuneration as per Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed to this Report as Annexure - C.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of theCompany have occurred between the end of Financial Year of the Company i.e. March 31 2020to the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts ortribunals which impact the going concern status and the Company's operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveframed Prevention of Sexual Harassment Policy through which we address complaints ofsexual harassment at all workplaces of the Company. Our policy assures discretion andguarantees non-retaliation to complainants. We follow a gender-neutral approach inhandling complaints of sexual harassment and we are compliant with the law of the landwhere we operate.

During the year under review there were no incidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 as amended from time to time is annexed to this Report asAnnexure - D.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence and impactif triggered. A detailed exercise is being carried out to identify evaluate monitor andmanage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system whichprovides protection to all its assets against loss

from unauthorized use and ensures correct reporting of transactions. The internalcontrol systems are further supplemented by internal

audits carried out by the respective Internal Auditors of the Company and Periodicalreview by the management. The Company has put in place proper controls which are reviewedat regular intervals to ensure that transactions are properly authorised correctlyreported and assets are safeguarded.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices toensure that we achieve and will retain the trust of our stakeholders at all times.Corporate governance is about maximizing shareholder value legally ethically andsustainably. Our Board exercises its fiduciary responsibilities in the widest sense of theterm. Our

disclosures seek to attain the best practices in international corporate governance. Wealso endeavor to enhance longterm shareholder value and respect minority rights in all ourbusiness decisions.

As our company has been listed on SME Platform of BSE Limited by virtue of Regulation15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 thecompliance with the corporate Governance provisions as specified in regulation 17 to 27and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E ofSchedule V are not applicable to the company. Hence Corporate Governance Report does notform a part of this Board Report though we are committed for the best corporategovernance practices.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s H.B Kalaria & Associates Ahmedabad (FRN:104571W) were appointedas Statutory Auditors of the Company to hold office till conclusion of the 6th AnnualGeneral Meeting (AGM) of the company to be held in the calendar year 2021. The Notes tothe financial statements referred in the Auditors Report are self-explanatory andtherefore do not call for any comments under Section 134 of the Companies Act 2013. TheAuditors' Report does not containany qualification reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this AnnualReport.

INTRERNAL AUDITORS

Pursuant to Section 138 of Companies Act 2013 the Company has appointed CA Pallav UNensonaiya as Internal Auditor of the Company for the FY 2019-20.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separate sectionwhich is annexed to this Report as Annexure - E.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed Ms. Janki Kalaria Practicing Company Secretary to conductthe secretarial audit of the Company for the Financial Year 2019-20 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportfor the Financial Year 2019-20 is annexed to this report as an Annexure - F.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has maintained a functional website namely "www.shreeramproteins.com" containing basic information about theCompany. The website of the Company is containing information like Policies ShareholdingPattern Financial and information of the designated officials of the Company who areresponsible for assisting and handling investor grievances for the benefit of allstakeholders of the Company etc.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) 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;

ACKNOWLEDGEMENT:

Your Directors acknowledge the dedicated service of the employees of the Company duringthe year. They would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the year from bankers financialinstitutions business partners and other stakeholders.

Registered office: For and on behalf of Board of Directors
Imperial Heights Tower-B Second Shree Ram Proteins Limited
Floor Office No. B-206 150 Ft Ring Road Opp Big Bazar Rajkot -360005 CIN: L01405GJ2008PLC054913

 

Sd/-
Lalitkumar Vasoya
Date: September 7 2020 Chairman and Managing
Place: Rajkot Director
DIN 02296254

.