Surbhi Industries Ltd.
|BSE: 514260||Sector: Industrials|
|NSE: N.A.||ISIN Code: N.A.|
|BSE 05:30 | 01 Jan||Surbhi Industries Ltd|
|NSE 05:30 | 01 Jan||Surbhi Industries Ltd|
|BSE: 514260||Sector: Industrials|
|NSE: N.A.||ISIN Code: N.A.|
|BSE 05:30 | 01 Jan||Surbhi Industries Ltd|
|NSE 05:30 | 01 Jan||Surbhi Industries Ltd|
To Dear Shareholders
The Directors of your Company have pleasure in submitting their Twenty Fifth AnnualReport together with the Audited Financial Statements for the year ended 31st March 2017.
The year 2016-17 was very critical for the textile industries. Due to Demonetizationsudden changes in the economy stringent competition and vulnerable international marketsduring the year under review the company had managed to record turnover of Rs.2079.81lakhas against the previous year turnover of 3078.17lakh which shows approximately32.43% decrease in comparison with the previous year. Profit before tax has also fallen toall most 65.32% as compared to previous year. The net profit after tax of the companydecreased to Rs.72.41 lakh against the Rs. 160.04lakh in previous year due to higherdepreciation cost as well as decrease in turnover. Barring unforeseen events; yourdirector expects to achieve good results in the coming years in the same field ofoperation.
In view of requirement of financial resources and considering the future requirementsof funds your Directors are unable to recommend any Dividend for the year ended 31stMarch 2017.
TRANSFER TO RESERVES
No amount has been transferred to General Reserve Account.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in format MGT -9 for the Financial Year 2016-17 has beenenclosed with this report as Annexure A1
Efforts are being made to provide better result than earlier years. In view of theincreased activities expansions and programs to grab the emerging opportunities.
Pursuant to Section 152 of the Companies Act 2013 Mr. Ravjibhai P. Patel Director ofthe Company is liable to retire at the ensuing Annual General Meeting of the Company andhe being eligible offers himself for re-appointment. Your directors recommend for hisappointment.
A brief resume of director(s) retiring by rotation seeking appointment at the ensuingAnnual General Meeting nature of their expertise in specific functional areas and name ofcompanies in which they hold directorship and/or membership/ Chairmanship of Committees ofBoard as stipulated under Regulations of LODR Regulation 2015are given in the AnnualReport.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
All the properties and the insurable interest of the company including building plantsand machinery and stocks wherever necessary and to the extent required have beenadequately insured.
M/s A.K. OSTWAL & CO. Chartered Accountants Statutory Auditor of the Company wereappointed as Statutory Auditors for a period of at the Annual General Meeting held on30.09.2016. Their continuance of appointment and payment of remuneration are to beconfirmed and approved in the ensuing Annual General Meeting. The Company has received acertificate from M/s A.K. OSTWAL & CO to effect that their appointment if made wouldbe within the prescribed limits under section 139 of Companies Act 2013.
In the opinion of the directors the notes to the accounts are self-explanatory andadequately explained the matters which are dealt with by the auditors.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm:
1. That In the preparation of the annual accounts the applicable accounting standardshave been followed and there are no material departures.
2. That such accounting policies have been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended on 31stMarch 2017 and of the profit of the Company for that period.
3. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
4. That the annual accounts have been prepared on a going concern basis
5. That internal financial controls have been laid down to be followed by the Companyand that such internal financial controls are adequate and operating effectively.
6. That proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2016-17.
Details of risk management committee is given under the Corporate Governance reportwhich is forming part of this report.
NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
For details of the meetings of the board please refer to the corporate governancereport which forms part of this report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which is forming part of the directors' report.
DECLARATION OF INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act which came into effect from April1 2014 Mr. Nimish N. Jariwala (DIN: 00421374) and Mr. Pravinchandra G. Patel (DIN:00421416)were appointed as independent directors at the annual general meeting of theCompany held on 30th September 2014. The terms and conditions of appointment ofindependent directors are as per Schedule IV of the Act. They have submitted a declarationthat each of them meets the criteria of independence as provided in Section 149(6) of theAct and there has been no change in the circumstances which may affect their status asindependent director during the year.
AUDITORS' REPORT SECRETARIAL AUDIT AND OBSERVATIONS
Pursuant to the provisions of Section 204 of Companies Act 2013 and rules made thereunder the Company has appointed Kunal Bajaj Practicing Company Secretary to undertakethe Secretarial Audit of the Company.
Report of the secretarial auditor is given as an Annexure-A3 which forms part of thisreport
With reference to qualification stated in Secretarial Audit report Board reports thatduring the year under review company had made several efforts to appoint a suitablecandidate for the post of woman Director.
With reference to non filing of some of the forms at registrar of companies and stockexchanges the board of directors confirms that company will file necessary forms as earlyas possible.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The loans if any made by the Company are within the limits prescribed u/s 186 of theCompanies Act 2013 and no guarantee or security is provided by the company. Theparticulars of loans guarantees and investments have been disclosed in the financialstatements.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of section 188(1)of the Act. Information on transactions with related parties pursuant to section 134(3)(h)of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014 are given inAnnexure II in Form AOC-2 and the same forms part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY:
Company's texturing plants are running with electricity which is supplied by the DaxinGujarat Vij Company Limited. Moreover Company has one DG set as a standby arrangement.The plants are periodically checked as a measure of periodical maintenance to minimalbreak down and energy conservation. However company' production facilities do not offermuch scope for energy conservation.
a) Steps taken or Impact on conservation of energy: Company has installed windmills to conserve the natural resources and to promote green energy. During the year total13.44 lakh units were generated through wind mill and credit of these units were given byDGVCL against its electricity consumption by the unit.
b) Steps taken by the company for utilizing alternate source of energy: Companyis using wind energy as alternate source of energy and the electricity generated by thewind mill was given as credit in the electricity bills raised by the DGVCL.
c) Capital investment on energy conservation equipment: Company has madeinvestment in wind mill only.
A. Power and Fuel Consumption:
The Company's plant is running satisfactorily. No other technology is involved inCompany's facility other than windmill power generation. No amount was used in research& development
CORPORATE SOCIAL RESPONSIBILITY:
Our company does not fall under the purview of Section 135 of companies Act 2013.Hence no Corporate Social Responsibility initiatives have been taken during the year.
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 and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
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 the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inthe management discussion & analysis which forms part of this report.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the report of the Corporate Governance and the Certificate of the Auditors of the Companyin respect of compliance thereof are appended hereto and forming part of this report.
As per the circular ref no. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 andas per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the company is not required to comply with the provisions of Clause 49of Listing Agreement and Regulations 17 to 27 and Clauses (b) to (i) of sub regulation (2)of Regulation 46 and para C D and E of Schedule V respectively but for bettergovernance the Company had voluntarily complied the same.
Applicable provisions of Cost Audit compliance if any were dealt separately. Duringthe year under review cost audit was not applicable to company and pursuant to Section 148(1) company had maintained the applicable cost records.
At present your Company's securities are listed on the Bombay Stock Exchange LimitedAhmedabad Stock Exchange Ltd and Vadodara Stock Exchange Limited. As a cost savingmeasures and to conserve the resources company had applied to voluntarily delist it sharesfrom Ahmedabad Stock Exchange Ltd and Vadodara Stock Exchange and application is pending.Necessary steps are being taken to revoke the suspension at the Bombay Stock ExchangeLimited
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year*:
Note : Generally more than 85% of employees are of daily wage earner or of blue collarworkers and hence statistical date of median remuneration are not comparable in this typeof industries.
b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year *
c. The percentage increase in the median remuneration of employees in the financialyear*- approx. 10.69 %
* Company operates in the field of textile where in most of the employees are ondaily wages basis most of them are of operator helper and cleaner category and due tohigh attrition and irregular presence the salary of average employees are aroundapproximate Rs. 360-400 per day. In our case comparison of median salary of employee andKMP is not comparable.
d. The number of permanent employees on the rolls of Company-
e. The explanation on the relationship between average increase in remuneration andCompany performance
On an average there is approximate8-12 % rise in the remuneration of the employees. Theincrease in remuneration is in line with the market trends in the respective industries.Generally market rates are decided on the availability of the worker in the surroundingareas sometimes during festive season daily wages workers travelled to their homelocation and during that period considering the requirement of organization and need ofproductions higher rates were also required to be paid. Inorder to ensure thatremuneration reflects Company performance the performance pay is also linked toorganization performance apart from an individual's performance.
f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company
During the year under review company had made expansion and cost of depreciation washigher the time and contribution given by the KMP can not only measured in terms ofpercentages.
g. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:*
As on date status of company is suspended for trading and hence no trading dataavailable on Bombay Stock Exchange Ltd. In absence of trading value and marketcapitalization the above data could not be comparable.
h. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last public offer
As on date status of company is suspended for trading and hence no trading dataavailable on Bombay Stock Exchange Ltd. In absence of trading value and marketcapitalization the above data could not be comparable. The shares of company's are thinlytraded and there is no such volumes of trading in the scrip of the company. Company hadissued shares before two decades and thereafter company was not in a good financialconditions and the shares of the company were delisted and thereafter company made effortsto revoke the trading and since then price of the company's scrip is showing thin trading.Hence the data pertain to above is not comparable.
i. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: j.Comparison of each remuneration of the key managerial personnel against the performance ofthe Company:
k. The key parameters for any variable component of remuneration availed by thedirectors: N.A.
l. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: None
m. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Directors of Company affirms remuneration is as per the remuneration policy of theCompany.
n. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last public offer
The shares of company are thinly traded and there is no such volumes of trading in thescrip of the company. Company had issued shares before two decades and thereafter companywas not in a good financial conditions and the shares of the company were delisted andthereafter company made efforts to revoke the trading and since then price of thecompany's scrip is showing thin trading. Hence the data pertain to above is notcomparable.
Company is regularly paying Income tax Sales Tax and other statutory dues likeProvident Fund ESIC as applicable. As regard to Service Tax appropriate provision andtreatments have been made as per law. Details of the payment refund and appeals anddisputed amount have been adequately provided in audit report and the same areself-explanatory and the amount of dispute is being dealt with various authorities andawaiting for final outcome.
Your Company's relations with its employees remained cordial throughout the year. TheDirectors wish to place on record their deep appreciation for the services rendered bystaff members and executives of the company. Your company has taken adequate steps for thehealth and safety of its employees.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
MATERIAL CHANGES AFFECTING FINANCIAL POISTION OF THE COMPANY
No material changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate i.e. 31st March 2017 and the date of Board Report. Company isassessing impact of GST in the textile industry and the same is seen as major challengesto the industry.
ORDERS PASSED BY REGULATORY BODIES OR COURTS
No regulatory body or court or tribunal has passed any significant and material ordersimpacting the going concern status and operations of the company.
The Company has complied with the requirement regarding corporate governance as perListing Obligation and Disclosure Requirement (LODR) Regulation 2015 and stock exchangewhere the Company's shares are listed. A report on the Corporate Governance in this regardis made a part of this Annual Report and a Certificate from the Auditor of the Companyregarding Compliance of the Conditions of the Corporate Governance is attached to thisreport and forming part this report.
MANAGEMENT DISCUSSION AND ANALYSIS:
1. INDUSTRY OUTLOOK:
During the period under review economy was passing through very hard phasedemonetization international financial crisis (brexit) made things more challengeable andsudden drop in Rupee against dollar made import more costly and have greater impact incosting of the products of the company. However there was tremendous potential growthshown in the markets. Due to changes in government policies with respect to textileindustries and increase in cotton prices plus government regulations current scenarios arevery impressive there is lot of potential demand for the next years.
2. OPPORTUNITIES AND THREATS:
The company envisaged remarkable growth over previous years. Company's turn over showsincreasing trends due to expansion the financial charges and depreciation are higher overthe previous year. Government is providing various incentives under TUFs .The Customersalso growing rapidly. At the same time there is intense price pressure from thecompetitors and international financial crisis. Major threat is from international marketand mainly from china. GST will impact most to the textile industry as the same is in mostunorganized sector and implementation of GST will be seen as game changer to thisindustry.
The initiatives are being taken by the Company for improving the quality standards andreduction of costs at appropriate level. New machineries are imported to provide betterresult and to cope up with changing requirement of the industry. The employees at alllevels are being made aware of the changing conditions and the challenges of the openmarket conditions and to train the personnel to tackle the difficult situations which willimprove the overall productivity profitability.
4. RISKS AND CONCERNS:
Major fluctuations Rupee v/s dollar price corresponding to fluctuation in the rawmaterial price and stringent market conditions can affect the company's performance. Goodsand Service Tax Act will have major impact on the industry and the same cannot be assessedat this point of time.
5. INTERNAL CONTROL SYSTEM:
The Company has an adequate internal audit system commensurate with its size and thenature of its business towards achieving efficiency in the operation optimum utilizationof resources and effective monitoring thereof and compliance with applicable laws.
6. HUMAN RESOURCES:
Employee's relations continue to be cordial. Training and development activities areidentified organizes and progress monitored as part of human resource developmentactivities.
7. FUTURE PLAN:
As a long term planning strategy company is planning to develop cotton basedtechnology. Company intend to launch new project in the field of textile particularlyembroidery based production.
The Directors sincerely express their appreciation to the employees at all levelsBankers customers investors Government of Gujarat and Ministry of Government for theirsustained support and co-operation and hope that the same will continue in future.
Your Directors also wish to place on record their deep appreciation for the dedicationand hard work put by the employees at all levels towards the growth of the Company. Lastbut not the least the Board of Directors wish to thank the Investor/ Shareholders fortheir support co-operation and faith in the Company.
Form No. 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 lengthbasis: NIL
2. Details of material contracts or arrangement or transactions at arm's lengthbasis:
D) Shareholding Pattern of top ten Shareholders:
(Other than Directors Promoters and Holders of GDRs and ADRs):