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Shreyans Industries Ltd.

BSE: 516016 Sector: Industrials
BSE 00:00 | 20 Jul 122.50 -1.00






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OPEN 121.50
52-Week high 234.00
52-Week low 120.55
P/E 5.43
Mkt Cap.(Rs cr) 169
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 121.50
CLOSE 123.50
52-Week high 234.00
52-Week low 120.55
P/E 5.43
Mkt Cap.(Rs cr) 169
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shreyans Industries Ltd. (SHREYANIND) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 37 Annual Report on the business andoperations of the Company along with audited statements of accounts for the year ended 31March 2017.

Financial Results (Rs In lac)
PARTICULARS 2016-17 2015-16
Total Revenues [Net of excise duty] 42301.02 39097.65
Profit before interest & depreciation 5856.00 2430.35
Less: Financial Expenses 586.15 595.56
Gross Profit 5269.85 1834.79
Less: depreciation 796.27 732.93
Net profit before tax 4473.58 1101.86
Exceptional items 911.83
Provision for taxation 796.42 236.92
Deferred taxes 371.46 [-] 12.74
Taxes for earlier year 83.31 10.56
Net profit after tax 2310.56 867.12


Paper industry especially the Writing and Printing Paper segment showed a healthyuptrend during the year under review which is also reflected in the operations of yourCompany. General increase in the paper prices coupled with some reduction in input pricesespecially the fuel prices helped the Company to put up better performance during theyear. Total revenues of the Company increased to F423.01 crores against Rs.390.98 croresshowing more than 8% increase. Profit before interest and depreciation showed a quantumincrease to F58.56 crores which is more than 2.4 times over the last year earnings ofF24.30 crores. Net profit before tax from the current year's operations were F44.74crores which is more than 4 times the corresponding figure of F11.02 crores of last year.Local Electricity Board [Punjab State Power Corporation Limited] had raised a demand forsurcharge due to non-conversion of our power supply system to a higher voltage in the year2007 which was challenged by your Company along with few other consumers in the Court.Hon'ble Supreme Court partly allowed our petition in the month of March 2017. Accordinglythe residual demand pertaining to period April 2005 till June 2009 amounting to F9.12crores has been shown as an expense and appears under exceptional item in the accounts ofthe Company and net profit after provision of this exceptional item and income tax for theyear stands at F23.11 crores against F8.67 crores of last year which is showing anincrease of more than 167%. Your management expects that Company operations in the comingyear will remain satisfactory.



Total production of paper in this unit at 48601 MTs was higher by almost 6% as comparedto 45872 MTs of last year. Modernization work undertaken during the year 2015-16 wascompleted during the year under review and results of the same are already reflected inthe operations of this unit. Further capital expenditure is also planned during thecurrent year to further improve and debottleneck the operations of the unit. Totalrevenues of this unit were at F260.10 crores as against F243.34 crores of last year.


Operations of this unit were significantly better during the year under review ascompared to last year which was partially affected by breakdown in its steam turbine.Total production of paper in this unit was at 31708 MTs as compared to 28649 MTs of lastyear. Revenues also showed a increase at F162.91 crores against F147.63 crores of lastyear. Encouraged by good performance a major capital expenditure has been planned in thisunit which will completely revamp both pulp mill and paper machine and is expected to becompleted during the current year. Total project is expected to cost F20.40 crores whichis being partially financed by a term loan of F13.00 crores sanctioned by IDBI BankLimited.


The paid up Equity Share Capital as on March 31 2017 was F13.82 crores. During theyear under review the Company has neither issued any shares nor granted stock options andnor sweat equity.


An amount of F3.38 crores out of term loan of F13.00 crores sanctioned by IDBI BankLimited was availed during the year and also during the year an amount of F7.69 croresout of existing term loans was repaid. Overall financial cost remained at the same levelof last year despite increase in operations of the Company.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.


The Company do not propose to carry any amount to any reserves.


Your Directors recommend a dividend of F 1.50 per share [i.e. 15%] for the financialyear ended 31 March 2017 (previous year 12%). The dividend if approved by theshareholders will be paid to all the equity shareholders whose names appear in theRegister of Members as on 31 August 2017. The proposed dividend would result in cashoutflow of F 249.58 lac including corporate dividend tax.

DEPOSITS (Rs in Crore)
PARTICULARS From Members From Directors
(a) accepted during the year; 2.27 0.31
(b) remained unpaid or unclaimed as at the end of the year;
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved-
(i) at the beginning of the year;
(ii) maximum during the year;
(iii) at the end of the year;
(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act 2013.

At the end of the year fixed deposits from the members and Directors were outstandingto the tune of Rs. 4.26 crores and Rs. 0.31 crore respectively. There were no overduedeposits as on 31st March 2017. The company has accepted deposits from the members fallingwithin the ambit of Section 73 of the Companies Act 2013 and The Companies [Acceptance ofDeposits] Rules 2014.


Continuous technical and operational upgradation of the production facilities is anhallmark of the Company's policy and keeping the same trend a major capex is planned inShree Rishabh Papers unit of the Company during the year as stated above. Besides thisnormal capital expenditure is being done continuously to make operations of the Companymore competitive.


The details of Board and Committee Meetings are given in the Corporate GovernanceReport.


Sh. Vishal Oswal Director of the Company is liable to retire by rotation at theforthcoming Annual General Meeting under article 86 (1) of Article of Association of theCompany and being eligible offer himself for reappointment.

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015).

There was no change in Key Managerial Personnel during the year under review.


Pursuant to provisions of the Companies Act 2013 and Listing Regulations the Boardhas carried out an annual performance evaluation of its own performance and theperformance of the individual Directors as well as the evaluation of the working of itscommittees. The manner in which the evaluation was carried out has been explained in theCorporate Governance.


The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their Remuneration. The said policy has been uploaded on the websiteof the Company. The Key provisions of Nomination and Remuneration policy are appended asan Annexure I to the Board's report.


The company has duly constituted Audit Committee the scope of which is quitecomprehensive and is in conformity with the provisions of the Companies Act 2013 andListing Regulations.

The composition of the Audit Committee is given in Corporate Governance Report.

All the recommendations of the Audit Committee were accepted by the Board.


The Company has adopted the Whistle Blower Policy/Vigil mechanism for directors andemployees to report concerns about unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct and Ethics. Such mechanism/policy is alsouploaded on the website of the Company.


At the Annual General Meeting held on 13th August 2014 M/s S. C. Vasudeva &Company New Delhi were appointed as statutory auditors of the Company to hold officetill the conclusion of the 37th Annual General Meeting. Accordingly the period ofappointment of M/s S.C. Vasudeva & Co. Chartered Accountants (current auditors) willcome to an end at the conclusion of the ensuing 37th Annual General Meeting.

The Board has recommended the appointment of M/S K.C. Khanna & Co. (Firm Reg. No.000481N) New Delhi as Statutory Auditors of the Company to hold office from theconclusion of 37th Annual General Meeting till the conclusion of 42nd Annual GeneralMeeting. In this regard the Company has received a certificate from the said auditors tothe effect that their appointment is in accordance with the provisions of Section 141 ofthe Companies Act 2013.

The auditors' report on the accounts of the Company for the year under review requiresno comments.


M/s Rajan Sabharwal & Associates (Firm Reg. No. 101961) were appointed as CostAuditors of your Company for auditing the cost accounts records for the financial year2016-17 under provisions of Section 148 of the Companies Act 2013. They are likely tosubmit Cost Audit Report within the prescribed time limit.

Furthermore the Board has re-appointed M/s Rajan Sabharwal & Associates as CostAuditors of the Company for the financial year 2017-18.


M/s P. S. Bathla & Associates Practising Company Secretaries at Ludhiana wereappointed to conduct the secretarial audit of the Company for the financial year 2016-17as required under Section 204 of the Companies Act 2013 and Rules made there under. Thesecretarial audit report for FY 2016-17 is appended as an Annexure II to theBoard's report.

The Secretarial auditors' report for the year under review requires no comments.

Furthermore the Board has re-appointed M/s P.S. Bathla & Associates PractisingCompany Secretaries Ludhiana as secretarial auditor of the Company for the financial year2017-18.


All Related Party transactions entered during the financial year were on arm's lengthbasis and in the ordinary course of business. There were no materially significant relatedparty transactions with the Company's Promoters Directors Management or their relativeswhich could have had a potential conflict with the interests of the Company. Transactionswith related parties entered by the Company in the normal course of business areperiodically placed before the Audit Committee for its omnibus approval.

There was no material contract or arrangement or transactions with Related Party duringthe year. Thus disclosure in form AOC-2 is not required.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 therules there under and Listing Regulations.

This Policy as considered and approved by the Board has been uploaded on the web siteofthe Company at


The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as an AnnexureIII and forms an integral part of this report.


In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as an Annexure IV to the Board'sreport.


The company maintained healthy cordial and harmonious industrial relations at alllevels.


The Company has been addressing various risks through well defined risk managementpolicy/procedures which in the opinion of the Board may threaten the existence of theCompany.


The Company has laid down adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no material weaknessin their operating effectiveness was observed.


The Company has no Associates & Subsidiaries as on March 31 2017.


As per the provisions of Listing Regulations a separate Report on Corporate Governancepractices followed by the Company together with a Certificate from the Practising CompanySecretary confirming compliance forms part of this report.


As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofCompanies (Accounts) Rules 2014 the particulars relating to conservation of energytechnology absorption and foreign exchange earnings and outgo is appended as an AnnexureV to the Board's Report.


Your company in collaboration with a local NGO in Ahmedgarh has set up an EyeHospital. Besides contributing in setting up of this hospital financial assistance isextended on monthly basis. Eye care is provided to needy persons on subsidized rates/freeof cost.

Your company is also involved with various educational institutions for providingscholarship/financial assistance to deserving students on recommendations of themanagements of such institutions. Your company actively participates with number of NGOsfor holding medical check-up camps sports events and other social activities.

Your Company provides fire fighting services as and when need arises in nearby areasthrough its own fire tender and fire fighting staff.

Annual Report on Corporate Social Responsibility [CSR] activities is appended as an AnnexureVI.


There were no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations.


In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm that: (a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; (b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 and loss of the company for that period; (c) thedirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; (d) the directorshad prepared the annual accounts on a going concern basis; (e) the directors had laiddown internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.


Your Directors place on record their sincere appreciation for the contributions made bythe employees through their dedication hard work and commitment in achieving yourCompany's performance. In an increasingly competitive environment collective dedication ofemployees is delivering superior and sustainable shareholder value.

The Board has pleasure in recording its appreciation of the assistance co-operationand support extended to the Company by the Govt. Authorities Commercial Banks FinancialInstitutions and Depositors.

The Board also places on record its sincere appreciation towards the Company's valuedcustomers vendors shareholders and investors for their continued support to the Company.

For and on Behalf of the Board
Rajneesh Oswal
Chairman & Managing Director
Place : Ludhiana (DIN : 00002668)
Date : May 15 2017

Annexure I


The Key provisions of the Nomination and Remuneration policy are given below:

The guiding principle is that the remuneration and the other terms of employment shallbe competitive in order to ensure that the Company can attract and retain competentExecutives.

The Nomination and Remuneration policy for executives reflects the remunerationphilosophy and principles of the Shreyans Group. When determining the remuneration policyand arrangements for Executive Directors/KMP's the Nomination and Remuneration Committeeshall consider pay and employment conditions with peers / elsewhere in the competitivemarket to ensure that pay structures are appropriately aligned and that levels ofremuneration remain appropriate in this context.

The Committee while designing the remuneration package considers the level andcomposition of remuneration to be reasonable and sufficient to attract retain andmotivate the person to ensure the quality required to run the company successfully.

The Nomination and Remuneration Committee while considering a remuneration package mustensure a balanced approach reflecting short and long term performance objectivesappropriate to the working of the company and its goals. The Committee shall consider thata successful remuneration policy must ensure that any increase in the remuneration packageis linked to the achievement of corporate performance targets and a strong alignment ofinterest with stakeholders.

The Nomination and Remuneration policy is guided by common reward framework and set ofprinciples and objectives as particularly envisaged under section 178 of the Companies Act2013 inter alia principles pertaining to determining qualifications positivesattributes integrity and independence etc.

Remuneration packages are designed to attract high-caliber executives in a competitivemarket and remunerate executives fairly and responsibly. The remuneration shall becompetitive and based on the individual responsibilities and performance. Remuneration isdesigned to motivate delivery of our key business strategies create a strongperformance-orientated environment and reward achievement of meaningful targets over theshort- and long-term.

Executive remuneration shall be proposed by the Committee and subsequently approved bythe Board of Directors. Executive remuneration is evaluated annually against performanceand a benchmark of other companies which in size and complexity are similar to Shreyans.Benchmark information is obtained from recognized compensation service consultancies/otherrelevant sources. In determining packages of remuneration the Committee may consult withthe Chairman/ Managing Director as appropriate.

Information on the total remuneration of members of the Company's Board of Directorsand KMPs shall be disclosed in the Company's Annual Report.

The Company may grant any advance salary/loan to employees of the Company atconcessional/Nil interest rates as it deems fit subject to tax laws.

The Board may delegate the appointment and remuneration powers in case of Sr.Management Personnel (except KMPs and Directors) to the Chairman & Managing Directorand/or

Vice-Chairman & Managing Director and/or Executive Director and CEO by way of BoardResolution.

The appointment letters of all Sr. Management Personnel KMPs and Directors shall drawreference to the fact that the appointment and remuneration is in accordance with theNomination and Remuneration Policy of the Company.

'Annexure A'


The Members

Shreyans Industries Limited Vill. Bholapur P.O. Sahabana Chandigarh RoadLudhiana-141123

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. My responsibility is to express as opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required I have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws RulesRegulations standards is the responsibility of management. My examination was limited tothe verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For P S Bathla & Associates
Company Secretaries
Parminder Singh Bathla
Place : Ludhiana FCS No. 4391
Dated : May 15 2017 C.P No. 2585

Annexure III


The information required pursuant to Section 197 read with Rule 5 of Chapter XIIICompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company and Directors is furnished hereunder:

1 (i)

Name of the Director/KMP and Designation Remuneration in Fiscal 2017 Rs In lac % Increase in remuneration from previous year Ratio of Remuneration to MRE*
Sh Rajneesh Oswal (Chairman and Managing Director) 187.01 36.65 98.43
Sh Vishal Oswal (Vice-Chairman and Managing Director) 186.92 36.67 98.38
Sh Kunal Oswal (Whole Time Director) 17.20 0.00 9.05
Sh Anil Kumar (Executive Director & CEO) 122.13 13.46 64.28
Sh R K Mahajan (Chief Financial Officer) 12.45 12.16 6.55
Sh Videshwar Sharma (Company Secretary) 9.78 19.56 5.15

Note: For this purpose sitting fees paid to the Directors have not been considered asremuneration.

*MRE-Median Remuneration of Employee based on annualized salary

(ii) The median remuneration of employees of the Company during the financial year was F1.90 Lac p.a.;

(iii) In the financial year there was an increase of 10.47 % in the medianremuneration of employees;

(iv) There were 1330 permanent employees on the rolls of the Company as on March 312017;

(v) Average percentile increase in the salaries of employees other than the managerialpersonnel in the last financial year i.e 2016-17 was 11.53% whereas the percentileincrease in the managerial remuneration for the same financial year was 28.18%;

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel Senior Management Personnel and other employees.

2 Details of top ten employees in terms of remuneration:

Name of Employee Designation of the employee Remune- ration received* Rs In lac Qualificat- ions Experi- ence (No. of Years) Date of Commence- ment of employment Age (years) The last employment held by such employee before joining the Company %age of equity shares held by the employee in the Company Whether relative of any Director or Manager of the Company
Sh Rajneesh Oswal Chairman and Managing Director 187.01 MBA from USA 28 30-06- 1989 51 Executive Director Adinath Textiles Limited 0.05% Sh. Rajneesh Oswal
Sh Vishal Oswal Vice Chairman and Managing Director 186.92 B.Com 22 03-08- 1995 44 Sh. Vishal Oswal and Sh. Kunal
Sh Kunal Oswal Whole Time Director 17.20 B.Com 20 29-01- 2007 43 0.62% Oswal are real brothers
Sh Anil Kumar Executive Director & CEO 122.13 MBA B.Sc (Engg.) 44 01-04- 1983 67 Vardhm an Group 0.01% Director
Sh Vijay K. Arora President 27.24 BBM MBA 38 18-02- 2013 62 Vardhman Group No
Sh Arun Kumar Kapoor Sr. Vice President 24.26 A.C.A 37 01-11- 1987 59 Arihant Fabrics Ltd. No
Sh Arun K. Goel Vice President 18.66 M.A. (Eco.) PGD (PM) 34 09-08- 1999 56 Bharti Telecom Ltd. 0.00% No
Sh Jagdeesa Panchami Vice President 18.66 Inter med iate 53 02-03- 1991 74 Ani l Steel & Ind. Ltd. No
Sh Jitender Kumar Gautam Vice President 18.20 M.A. (Eco.) 40 25-12- 1981 62 Munish Paper No
Sh Jogindra Singh Rathour Vice President 16.91 M.Com 34 19-09- 1988 59 Ankush Pub. Pvt. Ltd. No

Employed throughout the year and were in receipt of remuneration at the rate of notless thanF 10200000/- per annum.

Name of Employee Designation of the employee Remune- ration received* Rs In lac Qualificat- ions Experi- ence (No. of Years) Date of Commence- ment of employment Age (years) The last employment held by such employee before joining the Company %age of equity shares held by the employee in the Company Whether relative of any Director or Manager of the Company
Sh Rajneesh Oswal Chairman & Managing Director 187.01 MBA from USA 28 30-06- 1989 51 Executive Director Adinath Textiles Limited 0.05% Sh. Rajneesh Oswal Sh. Vishal Oswal and Sh. Kunal
Sh Vishal Oswal Vice- Chairman & Managing Director 186.92 B.Com 22 03-08- 1995 44 Oswal are real brothers
Sh Anil Kumar Executive Director & CEO 122.13 MBA BSC (Engg) 44 01-04- 1983 67 General Manager Vardhman Group Ludhiana 0.01%

Employed for a part of the financial year and separated were in receipt ofremuneration at the rate of not less than F 850000/- per month.. Nil

Annexure V



Energy Conservation is an ongoing process in the Company. New areas of power savingsare continuously identified and action being taken wherever feasible. The Companycontinued its efforts to improve energy usage efficiencies and increase the share ofrenewable energy. Various key performance indicators like specific energy (energy consumedper unit of production) specific energy costs and renewable energy contributions werecontinuously tracked to monitor alignment with the Company's overall sustainabilityapproach.

(i) Steps taken or impact on conservation of energy:

a. Improvement in energy usage efficiency in lighting systems by installation of moreefficient lighting solutions such as Light Emitting Diodes in phased manner.

b. Retrofitting and replacement of motors pumps fans air compressors vacuum and airconditioning systems with higher energy efficiency equipment in phased manner.

c. Installation of variable frequency drives to optimise energy consumption in a phasedmanner.

d. Reduction in line losses from steam pipelines by optimising the network.

e. Implementation of blow heat recovery in pulp mill to improve efficiency for optimumusage of steam..

f. Optimisation of compressed air systems to minimise losses and reduce energyconsumption.

ii) Steps taken for utilising alternate sources of energy:

a. Generation of biogas from waste to meet process heating requirements.

b. The Company is exploring potential of using alternate source of energy which may beconsidered for implementation in future

(iii) Capital investment on energy conservation equipment during the year: NIL


Your company is keeping a close eye on the new product development in paper andupgradation of technology in existing products. Upgradation and automation in variousareas of plant and machinery is continuously carried out.

(i) Efforts made towards technology absorption:

a. Installation of Online quality controller sequence at unit Shree Rishabh Papers atBanah.

b. Installation of New Oxygen Delignification Plant in Paper Machine at unit ShreyansPapers at Ahmedgarh.

c. Installation of New heated Calendar in Paper Machine at unit Shreyans Paper atAhmedgarh.

ii) Benefits derived:

a. Improved Paper quality.

b. Improved productivity and process control.

iii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

Sr. No. a. Details of Technology b. Year of Import
1 Heated Calendar Roll 2015-16
2 Spoiler Bars 2015-16
3 Head Box 2014-15

c. whether the technology has been fully absorbed: Yes d. if not fully absorbed areaswhere absorption has not taken place and the reasons thereof – N.A

iv) Expenditure incurred on Research and Development

Rs In lac
[a] Capital
[b] Recurring 171.78
[c] Total 171.78


Details of expenditure in foreign exchange are given in Notes 49 (a & b) andearnings in foreign exchange are given in Note 49 (c) of Notes to Financial Statements.