Your Directors presents the 29th Annual Report together with the Audited FinancialStatements for the year ended 31st March 2018.
The Company's financial performance for the year ended 31st March 2018 is summarizedbelow:
| || ||(Rs. in Lakhs) |
|Particulars ||2017-18 ||2016-17 |
|Total Turnover & Other Income ||113.65 ||170.82 |
|Less : Manufacturing and Other Expenses ||36.68 ||48.53 |
|Profit / (Loss) before interest and Depreciation ||76.97 ||122.29 |
|Less : Interest ||0.05 ||1.37 |
|Profit / (Loss) after Interest ||76.92 ||120.92 |
|Less : Depreciation and Misc. Expenses written off ||405.94 ||405.94 |
|Net Profit / (Loss) before Extra-Ordinary Items ||(329.02) ||(285.02) |
|Less : Extra-Ordinary Items ||- ||- |
|Net Profit / (Loss) Before Tax ||(329.02) ||(285.02) |
|Add / Less: Provision for Tax (including Deferred Tax) ||- ||89.89 |
|Profit/(Loss) after tax ||(329.02) ||(195.13) |
|Balance Profit/(Loss) brought forward from Previous Year ||(9139.14) ||(8944.00) |
|Balance profit / (Loss) carried to balance Sheet ||(9468.16) ||(9139.14) |
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
The total revenue including other income of the Company during the year was Rs. 113.68Lakhs (Previous Year - Rs. 170.82 Lakhs). The Company has incurred a loss after tax of Rs.329.02 Lakhs (Previous Year - Loss of Rs. 195.13 Lacs).
In view of carry forward losses your Directors do not recommend any dividend for theyear under review.
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 ARRANGEMENT/COMPROMISE:
The Company at its Board Meeting held on 9th February 2017 approved a Scheme ofArrangement/Compromise with its Secured Creditors and Preference Shareholders. The Companyhas applied for Observation/No Objection Letter from Bombay Stock Exchange (BSE) pursuantto Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations.2015. BSE vide Observation Letter dated 4th August 2017 has convened that it has noadverse observations so as to enable the Company to le the Scheme with Hon'ble NCLTMumbai. The Company had led an application before the National Company Law Tribunal.According to the directions from National Company Law Tribunal the meetings of the equityshareholders preference shareholders and secured creditors were convened and theresolution mentioned in the Notice dated 2nd December 2017 for approval of Scheme ofArrangement/Compromise was passed. National Company Law Tribunal had fixed 15th June 2018as the date for hearing of the petition which was adjourned to 27th July 2018 and theScheme was approved by the National Company Law Tribunal on 27th July 2018. The Copy ofthe Order of Hon'ble National Company Law Tribunal is awaited.
There were no changes in the authorized or paid up share capital of the Company duringthe 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 and unpaidat 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:
Mrs. Neelam Y. Arora was appointed as an Additional Director by the Board of Directorspursuant to Section 161 of the Companies Act 2013 to hold office as such Director w.e.f6th April 2017 until the date of 28th Annual General Meeting. She was appointed as aNon-Executive Independent Director at 28th Annual General Meeting.
Mr. Dinesh Chaturvedi was appointed subject to approval of the members at theirgeneral meeting as a Whole-Time Director for a period of 3 years from 30th May 2017 to29th May 2020 by the Board of Directors at its meeting held on 30th May 2017. Hisappointed as Whole-Time Director was approved by the members at 28th Annual GeneralMeeting.
As per Section 152(6) of the Companies Act 2013 Mr. Dinesh Chaturvedi retires byrotation and being eligible offers himself for re-appointment as the Director of theCompany.
Ms. Shruti D. Sharma ceased to be Director of the Company w.e.f. 6th April 2017. TheBoard of Directors placed on record its appreciation for her association with the Companyand for her valuable services and guidance.
Other than stated above there was no change in the Directors and Key ManagerialPersonnel of the Company.
COMPOSITION OF BOARD AND STATUTORY COMMITTEES
The Composition of the Board and Statutory Committees thereof alongwith other detailsare given in the Corporate Governance Report.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
The Board met 7 (Seven) 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.
3. De nitions
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 con rms 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 2018 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:
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 2013and 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 in ows during the year; ||NIL |
|The Foreign Exchange outgo during the year in terms of actual out ows. ||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 theef cacy 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 af rm that during the financial year 2017-18 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-de ned 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-timeDirector af rming with the compliance of the code ofconduct of Board of Directors and Senior Management -'Annexure V'
Auditors' Certi cate regarding compliance of conditions of Corporate Governance-'Annexure VII'
M/s. A. Sachdev Co. Chartered Accounts 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 rati cation of appointment of Statutory Auditorsdone under Section 139(1) of the Companies Act 2013 by members at every annual generalmeeting is omitted w.e.f 7th May 2018 vide the Companies (Amendment) Act 2017. Hence noresolution for rati cation of appointment of M/s. A. Sachdev & Co. the statutoryauditors of the Company is required.
The Company has appointed M/s. K.P.Kapadia & Co. Chartered Accountants Mumbai asInternal Auditors. The Internal Auditors monitor and evaluate the ef ciency and adequacyof internal control systems in the Company its compliances with operating systemsaccounting procedures and policies at all locations of the Company and reports the same onquarterly 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 has appointed M/s.Mahesh Kandoi& Associates Company Secretaries Mumbai to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is attached herewith and marked as'Annexure VI'.
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 quali cations reservations or adverse remarks made by the StatutoryAuditors in their reports.
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) As required under Section 203 of the Companies Act 2013 the Company has notappointed Company Secretary and has not appointed company secretary as Compliance Of ceras required under Regulation 6 of the SEBI (Listing Obligations and DisclosureRequirements) 2015 - The Company is looking for suitable candidate to appoint as CompanySecretary and Compliance Of cer of the Company.
c) 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.
d) The Company will comply with the provisions of Schedule V of the Companies Act 2013
CORPORATE SOCIAL RESPONCIBILITY:
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.
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 con dence reposed by the shareholders of the Company.
| ||By Order of the Board of Directors || |
| ||For SHREYAS INTERMEDIATES LIMITED || |
| ||Dinesh Chaturvedi ||S. P. Pandey |
|Place: Mumbai ||Whole Time Director ||Director |
|Date: 14th August 2018 ||DIN:07005933 ||DIN: 01898839 |