The Members of
SHREYAS INTERMEDIATES LIMITED
Your Directors present the 31st Annual Report together with the Audited FinancialStatements for the year ended 31st March 2020.
The Company's financial performance for the year ended 31st March 2020 is summarizedbelow:
(Rs. in Lakhs)
|Particulars ||FY 2019-20 ||FY 2018-19 |
|Total Turnover & Other Income ||56.75 ||133.24 |
|Less : Manufacturing and Other Expenses ||54.51 ||17.23 |
|Profit / (Loss) before interest and Depreciation ||0.69 ||116.01 |
|Less : Finance Costs (Interest) ||0.01 ||0.16 |
|Profit / (Loss) after Interest ||0.68 ||115.85 |
|Less : Depreciation and Misc. Expenses written off ||204.03 ||405.94 |
|Net Profit / (Loss) before Extra-Ordinary Items ||(203.35) ||(290.09) |
|Less : Extra-Ordinary Items ||NIL ||NIL |
|Net Profit / (Loss) Before Tax ||(203.35) ||(290.09) |
|Add / Less: Provision for Tax (including Deferred Tax) ||NIL ||NIL |
|Profit/(Loss) after tax ||(203.35) ||(290.09) |
|Earnings Per Share (EPS) ||(-) 0.29 ||(-) 1.80 |
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
The total revenue including other income of the Company during the year was Rs.56.75Lakhs (Previous Year - Rs. 133.24 Lakhs). The Company has incurred a loss after tax of Rs.203.35 Lakhs (Previous Year - Loss of Rs. 290.09 Lakhs).
In view of carry forward losses your Directors do not recommend any dividend for theyear under review. RESERVES:
The Company has not transferred any amount to General Reserve.
CHANGE IN NATURE OF BUSINESS:
The Company is engaged in the business of manufacturing of Pigments and PigmentIntermediates. There was no change in the nature of business activities of the Companyduring the year under review.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this report.
SCHEME OF COMPROMISE/ARRANGEMENT
The Company's Scheme of Arrangement was approved by the Hon'ble National Company LawTribunal (NCLT) on 27th July 2018. The Order was pronounced on 3rd September 2018 by theHon'ble National Company Law Tribunal. The application for the copy of the order was madeon 4th September 2018 and it was received on 2nd January 2019 by the Company. TheCompany has allotted 54750000 (Five Crores Forty Seven Lakhs Fifty Thousand) EquityShares at a face value of Rs. 10/- each (Rupees Ten Only) to the 8 allottees on 10thFebruary 2020 as per the NCLT Order. The Company has made the Listing Application to BSEon 17th June 2020 and the said application is pending; the process of listing and thetrade license would be done in due course.
There were no changes in the authorized capital; the paid up share capital wasincreased by the allotment of 54750000 shares as per the NCLT Order during the year.
SUBIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary joint venture and associate company.
During the year under review the Company has not accepted or renewed any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with the Companies(Acceptance deposits Rules) 2014. There was no deposit which remained unclaimed andunpaid at the end of the year.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and administration) Rules 2014 is attached herewith andmarked as 'Annexure I'.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Ramjan Kadar Shaikh was appointed as a Director of the Company by the Shareholdersat the 30th Annual General Meeting. Mr. Ramjan Kadar Shaikh retires by rotation and beingeligible offers himself for re-appointment at the ensuing Annual General Meeting.
Mr. G. K. Sharma an Independent Director whose first term expired on 31st March2020 was re-appointed for a second term of 5 years with effect from 1st April 2020 bythe Nomination and Remuneration Committee of the Board on 30th July 2020 and confirmedby the Board of Directors in its meeting held on 31st July 2020 subject to theshareholders approving his re-appointment as a Special Resolution at the ensuing AnnualGeneral Meeting.
There was no change in the Directors and Key Managerial Personnel of the Company.
COMPOSITION OF BOARD AND STATUTORY COMMITTEES
The Composition of the Board and Statutory Committees thereof along with other detailsare given in the Corporate Governance Report.
NUMBER OF BOARD MEETINGS HELD DURING THE YEAR
The Board met 4 (four) times during the year. The details of the meetings are given inthe Corporate Governance Report. The intervening gap between the two meetings was withinthe period prescribed under the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company have given the requisite declaration pursuantto Section 149(7) of the Companies Act 2013 to the effect that they meet the criteria ofindependence as provided in Section 149(6) of the Act.
FORMAL ANNUAL EVALUATION:
The Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nominationand Remuneration Committees. The manner in which the evaluation has been carried out hasbeen explained in the Corporate Governance Report.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:
The Board on the recommendation of the Nomination and Remuneration Committee of theCompany has framed a policy for selection and appointment of Directors Senior Managementand their remuneration. The Salient features of the Remuneration Policy are:
The Remuneration Policy of the Company is divided into the following headings and theentire policy is available on the website of the Company www.shreyasintermediates.co.in.
(5) Principles of Remuneration
(6) Nomination and Remuneration Committee
(7) Selection and appointment of the Board Members
(8) Process for evaluation
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby confirms that:-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to 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 31st March 2020 and of the loss ofthe company for period 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis;
(e) The directors have laid down 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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:
There were no loans and guarantees made by the Company under Section 186 of theCompanies Act 2013 during the year under review.
Following are the particulars of investments made under Section 186 of the CompaniesAct 2013 of the Company: Investments made:
|Nature of Investments ||Opening Balance (Rs.) ||Amount Invested during the year (Rs.) ||Amount Redeemed (Rs.) ||Closing Balance (Rs.) |
|FDR Account ||4280000 ||- ||- ||4280000 |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES PURSUANT TO SECTION188(1) OF THE COMPANIES ACT 2013:
There were no contracts or arrangements or transactions with any related parties whichcould be considered material in accordance with the policy of the Company during the yearunder review. Hence the Company is not required to disclose details of the related partytransactions in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014.
PARTICULARS OF EMPLOYEES:
There was no employee who was employed throughout the year and in receipt ofremuneration aggregating to Rs. 10200000/- p.a. or more or who was employed for part ofthe year and in receipt of remuneration aggregating to Rs.850000/- p.m. or more.
PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014:
The details related to employees and their remuneration as required under Section197(12) of the Companies Act 2013 and Rule 5(1) and 5 (2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are mentioned in Annexure 'II' tothis Board's Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of energy-
|(i) the steps taken or impact on conservation of energy; ||NIL |
|(ii) the steps taken by the company for utilizing alternate sources of energy; ||Exploring the possibility of power generation through sulphuric acid. |
|(iii) the capital investment on energy conservation equipment. ||NIL |
(B) Technology absorption-
|(I) the efforts made towards technology absorption; ||NIL |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution; ||NIL |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- || |
|(a) the details of technology imported; || |
|(b) the year of import; || |
|(c) whether the technology been fully absorbed; || |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and ||NIL |
|(iv) the expenditure incurred on Research and Development. ||NIL |
(C) Foreign exchange earnings and outgo-
|The Foreign Exchange earned in terms of actual inflows during the year; ||NIL |
|The Foreign Exchange outgo during the year in terms of actual outflows. ||NIL |
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There was no order passed by any regulator or court or tribunal which impacts thegoing concern status of the Company or will have bearing on company's operations infuture.
INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place proper and adequate internal control system commensurate withthe size scale and complexity of its operations. The Company monitors and evaluates theefficacy and adequacy of internal control system its compliance with operating systemsaccounting procedures and policies.
VIGIL MECHANISM POLICY:
The Company has a Vigil Mechanism policy to deal with instance of fraud andmismanagement if any. The mechanism also provides for adequate safeguards againstvictimization of directors and employees who avail of the mechanism and also provide fordirect access to the Chairman of the Audit Committee in the exceptional cases. The detailsof the Vigil Mechanism Policy is explained in the Corporate Governance Report and alsoposted on the website of the Company. We affirm that during the financial year 2019-20 noemployee or director was denied access to the Audit Committee.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY:
The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT:
Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the following have been made a part of the Annual Reportand are attached to this report:
Management Discussion and Analysis Report - 'Annexure III'
Corporate Governance Report - 'Annexure IV'
Declaration by Whole-time Director affirming with the compliance of the code ofconduct of Board of Directors and Senior Management -'Annexure V'
Practicing Company Secretary's Certificate under sub-para 10(i) of Part C ofSchedule V of SEBI (LODR) Regulations 2015 - 'Annexure VI'
Auditors' Certificate regarding compliance of conditions of Corporate Governance-'Annexure VII' STATUTORY AUDITORS:
M/s. A. Sachdev Co. Chartered Accountants Mumbai were appointed as the statutoryauditors of the Company at the previous annual general meeting of the Company for aperiod of five years commencing from financial year 2017-18.
The first proviso to Section 139(1) of the Companies Act 2013 wherein the company wasrequired to place the matter relating to ratification of appointment of StatutoryAuditors done under Section 139(1) of the Companies Act 2013 by members at every annualgeneral meeting is omitted w.e.f 7th May 2018 vide the Companies (Amendment) Act 2017.Hence no resolution for ratification of appointment of M/s. A. Sachdev & Co. thestatutory auditors of the Company is required.
The Company has appointed M/s. Sayeed Khan & Associates Chartered AccountantsMumbai as Internal Auditors. The Internal Auditors monitor and evaluate the efficiency andadequacy of internal control systems in the Company its compliances with operatingsystems accounting procedures and policies at all locations of the Company and reportsthe same on quarterly basis to the Audit Committee.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Pankaj & Associates Company Secretaries Mumbai to undertake theSecretarial Audit and Secretarial Compliance of the Company. The Secretarial Audit Reportand the Secretarial Compliance Certificate are attached herewith and marked as 'AnnexuresVIII and Ix' respectively.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by the StatutoryAuditors in their reports.
There were no qualifications reservations or adverse remarks made by the SecretarialAuditors in the Secretarial Compliance Report.
With respect to observation made by Secretarial Auditor in his report we would like tostate that:
a) The website of the Company does not have all the mandatory disclosures- The Companyis in process of updating its website.
b) Promoters 100% shareholding is not in dematerialized form in terms of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. - The promoters of the Companyare in process of complying the same.
CORPORATE SOCIAL RESPONSIBILITY:
The provision of Section 135 of the Companies Act 2013 with respect to the CorporateSocial Responsibility are not applicable to the Company.
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITONAND REDRESSAL) ACT 2013.
Internal Complaint Committee was formed under Section 4 of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. During the year nocomplaint was received by the Committee.
DISCLOSURE ON IMPACT OF COVID-19 PANDEMIC ON THE BUSINESS AS ADVISED VIDE SEBI CIRCULARNO SEBI/HO/CFD/CMDI/CIR/P/2020/84 DATED MAY 20 2020
In accordance with the SEBI Circular information relating to COVID - 19 impact on thebusiness of the Company is given below:-
|Particulars As Per SEBI Circular Dated May 20 2020 ||Details of Disclosures |
|Impact of Covid 19 pandemic on the business ||The impact on the business has been very pronounced due to National State and Local Governments Lockdown for almost a period of 4 month |
|Ability to maintain operations including the Factories /units/office spaces functioning and closed down ||For more than 3 months the factory / office spaces could not function as 10% of the staff / workers were allowed to work as the company is not in the essential services sector |
|Schedule if any for restarting the operations ||There was no planned schedule as the lockdowns were not allowing for working as a continuous process industry. |
|Steps taken to ensure smooth functioning of operations ||Given the constraints steps have been taken to mitigate the business and industry specific stress. |
|Estimation of future impact of COVID-19 on operations ||The past 4 months' experience has shown that the financial year 2020 - 2021 is going to be a very stressful and very far from smooth operations. |
|Details of impact of COVID-19 || |
|Capital ||Adequacy of Capital has been impacted very severely. |
|Profitability ||The area is in negative territory and very tough to get by. |
|Liquidity ||Operational liquidity was about just 25% and stress on meeting creditors' payments has become extremely difficult |
|Ability to service debts and other financial arrangements ||About 25% - 30% ability - the rest is in negative territory |
|Assets ||Impairment by about 40% |
|Internal Financial reporting and control ||Very Stressed reporting and control is weak. |
|Supply Chain ||Affected due to transport restrictions and movement of people. |
|Demand for products and services ||Demand for products has suffered due to the adverse supply chain impact |
|Existing contracts/agreements where _ non-fulfilment of the obligations by any party will have significant impact on the listed entity's business ||Yes - the stress on contracts / obligations exists but so far these factors are not yet disruptive. The next 8 months would reveal the significance and extent of the impact on the company's business. |
|Other relevant material updates ||The following are material updates:- |
|Though the impact of COVID-19 seems to about the listed ||(1) The factory has been functioning with just about 45 - 50% normalcy. |
|entity's business ||(2) The Creditors and Debtors have so far been manageable. |
| ||(3) The liquidity is a problem area but the company endeavours to address this with innovative means by addressing these issues to the Company's creditors and debtors. |
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. Your Directors also acknowledgegratefully the support and confidence reposed by the shareholders of the Company.
| ||By Order of the Board of Directors || |
| ||For SHREYAS INTERMEDIATES LIMITED || |
| ||S. P. Pandey ||Ramjan Shaikh |
|Place: Mumbai ||Whole Time Director ||Director |
|Date: 31st July 2020 ||DIN:01898839 ||DIN:08286732 |