Your directors have pleasure in presenting the Forty-Fourth Annual Report of the
Shivagrico Implements Limited (the “Company”) along with the Audited Financial
Statements for the Financial Year Ended 31st March, 2023.
1. FINANCIAL RESULTS:
|
(Rupees in Lakhs) |
| Particulars |
31-03-2023 |
31-03-2022 |
| Total Income |
4193.03 |
4886.72 |
| Profit before Depreciation, Interest & Tax |
256.69 |
347.06 |
| Depreciation |
138.64 |
149.60 |
| Interest |
103.02 |
94.71 |
| Profit (Loss) before Tax |
15.93 |
102.75 |
| Provision for Tax-[Net] |
4.91 |
25.80 |
| Profit (loss) after Tax |
10.12 |
76.95 |
2. PERFORMANCE & RESULTS:
The Total turnover of the company during the year review was Rs. 4193.03 Lakhs as
compared to Rs. 4886.72 Lakhs in the year 2021-2022 a decrease of 14.20%. The company has
earned a net Profit after tax of Rs. 10.12 Lakhs as compared to net profit after tax of
Rs. 76.95 Lakhs in the corresponding previous year. The drop in profit is mainly due to
drop in Export business. Business from Sri Lanka, Nepal, South Africa dropped due to their
financial un- stability and lower demand. Accordingly, Income from duty. drawback and
export incentives were very low as compared with previous year
3. OPERATIONS AND FUTURE PLANS
Looking to the present scenario the management of the company has taken following
steps:
a) EXPORT:
Export in the current year were Rs.622.54 Lacs (15% of Sales) as against of Rs. 1758.08
Lacs (36.50% of Sales) in the previous year. The drop is Export sales is about 65% as
compared to previous year. However, in the first Quarter of the current year, export sales
have been picked up slowly as compared with previous Year. We are also exploring new
market like Latin America, Indonesia and other countries.
b) NEW PRODUCT DEVELOPMENT
The company is also developing new variants in existing products and is also closely
working to develop new techniques in Rolling Special Products to boost Make in India
Scheme by closely working with other groups for special products of National Interest.
c) FUELEFFICIENCY
The company has already installed Roof-Top, Grid connected solar plants to generate
solar energy for its captive consumption.
4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:
There is no Change in the nature of Business of the company.
5. DIVIDEND:
In order to conserve the resources, your Board of Directors regrets its inability to
declare dividend for the year 2022-23.
6. ISSUE OF SHARES:
The Company during the year under review has not issued any shares including Sweat
Equity Shares or Shares with differential rights or under Employee Stock option scheme nor
did it buy-back any of its shares.
7. BORROWINGS:
The total long term and short borrowings as at 31st March, 2023 stood at Rs. 1697.72
lacs as against of Rs. 1837.22 lacs as on 31st March, 2022.
8. SUBSIDIARIES:
Since the Company has no subsidiaries, provisions of Section 134(3)(q) of the Companies
Act, 2013 read with Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 are not applicable.
CAPITAL EXPENDITURE
During the financial year 2022-23 the Companys outlay towards capital expenditure
towards fixed assets including capital work in progress was Rs.310.26 lakhs.
10. DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with Section 134(3) (c) of the Companies Act, 2013, your directors, on
the basis of information made available to them, confirm the following for the year under
review:
(i) In the preparation of the annual financial statements for the year ended 31st
March, 2023, the applicable accounting standards had been followed and that no material
departures have been made from the same.
(ii) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit
of the company for that period;
(iii) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities.
They have prepared the annual accounts on a going concern basis. They have laid down
internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively; and
(vi) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
11. DIRECTORS: A Changes in directors and Key Managerial Personnel Directors retiring
by rotation In terms of Section(s) 149, 152 and all other applicable provisions of the
Companies Act, 2013, for the purpose of determining the Directors liable to retire by
rotation, the Independent Directors are not included in the total number of Directors of
the Company. Accordingly, Mr. Vimalchand Jain (DIN: 00194574), shall retire by rotation at
the ensuing Annual General Meeting and being eligible has offered himself for
re-appointment as a Director of the Company. Directors Appointment Upon the
recommendation of Nomination and Remuneration Committee, Mr. Vimalchand Jain was appointed
as Managing Director of the Company pursuant to Section 196 of the Companies Act, 2013 and
other applicable provisions (including any statutory modification(s) or re-enactment
thereof) if any, of the Companies Act, 2013 by the Board of Directors w.e.f. from 14th
August, 2023, subject to approval of the Shareholders. Mr. Bhupesh Shah was appointed as
an Additional / Independent Director of the Company pursuant to section 161 of the
Companies Act, 2013 and other applicable provisions (including any statutory
modification(s) or re- enactment thereof) if any, of the Companies Act, 2013 by the Board
of Directors w.e.f. from 14th August, 2023. Pursuant to the provisions of Section 149 of
the Act, Mr. Bhupesh Babulal Shah as submitted the declaration that he meets the criteria
of independence as provided in Section 149(6) of the Act along with Rules framed
thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations A resolution seeking
shareholders approval for their appointment form part of the Notice. Brief profile of the
Directors proposed to be appointed / re-appointed as required under Regulation 36 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are part of the
Notice convening the Annual General Meeting. Expiration of Term of Independent Director
Term of office of Mr. Suresh Chandra Agrawal, who was appointed as an independent director
at 38th Annual General Meeting held on 29th September, 2017 for a period of five years,
expired on 13th September, 2022. The Board places on record its appreciation for his
invaluable contribution and guidance provided to the Company over the years
Appointment/Resignation of Company Secretary and Key Managerial Personnel During the year
under review Ms. Krutika Rane has resigned as a Company Secretary of the Company w.e.f.
12th December, 2022. Hence, pursuant to the recommendation of Nomination and Remuneration
Committee, Mrs. Jinal Joshi was appointed as Company Secretary and Compliance officer of
the Company w.e.f. 1st March, 2023. During the year under review, no other person falling
within the definition of Key Managerial Personnel (KMP) as defined under section 2(51) and
203 of the Companies Act, 2013 was appointed/resigned.
B. Annual Evaluation of Board of Directors, its committees and individual Directors:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
evaluation of its own performance, the directors individually, as well as the working of
its committees. The performance of Board, Committees and Individual Directors was
evaluated on the basis of criteria such as:
* Evaluation of the Board was based on criteria such as composition and role of the
Board, Board communication and relationships, functioning of Board Committees, review of
performance of Executive Directors, succession planning, strategic planning, etc.
* Evaluation of Committees was based on criteria such as adequate independence of each
Commitiee, frequency of meetings and time allocated for discussions at meetings,
functioning of Board Committees and effectiveness of its advice/recommendation to the
Board, etc.
* Evaluation of Directors was based on criteria such as participation and contribution
in Board and Committee meetings, representation of shareholder interest and enhancing
shareholder value, experience, and expertise to provide feedback and guidance to top
management on business strategy, governance, risk and understanding of the organizations
strategy, etc.
* Guidance Note on Board Evaluation issued by the Securities and Exchange Board of
India on January 5, 2017
12. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meet with the criteria
of independence as prescribed under sub-section (6) of Section 149 of the Companies Act,
2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company / business policy
and strategy apart from other business matters. The notice of Board Meeting is given well
in advance to all the Directors. The Agenda of the Board / Committee meetings is generally
circulated at least a week prior to the date of the meeting. During the year under review,
nine (9) Board Meetings and Six (6) Audit committee meetings were convened and held.
Details of each such meeting are given in the Corporate Governance Report which forms a
part of this Annual Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
14. COMMITTEES OF THE BOARD
During the financial year 2022-23, the Company had three (3) Committees of the Board,
namely
* Audit Committee
* Nomination and Remuneration Committee
* Stakeholders Relationship Committee
The Board decides the terms of reference for these companies. Minutes of meetings of
the Committees are placed before the Board for information. The details as to the
composition, terms of reference, number of meetings and related attendance, etc. of these
Committees are provided in detail, in the Corporate Governance Report which forms a part
of this Annual Report.
15. NOMINATION AND REMUNERATION POLICY:
The Nomination & Remuneration Committee of the Board of Directors has adopted a
policy which deals with the manner of selection and appointment of Directors, Senior
Management and their remuneration. The policy is in compliance with the provisions of
sub-section (3) of Section 178 of the Companies Act, 2013 and is available on the
Companys website at www.shivagrico.in
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. Based on the framework of internal financial controls and
compliance systems established and maintained by the Company, work perform by the
internal, statutory and secretarial auditors, including audit of internal financial
controls over financial reporting by the statutory auditors, and the reviews performed by
the Audit Committee, the Board is of the opinion that the Companys internal financial
controls were adequate and effective during financial year 2022-23.
17. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 134 (3)(0) and 135(1) of the Companies Act, 2013 read with
Rule 8 of Companies (CSR)
18. STATUTORY AUDITORS AND AUDITORS REPORT:
M/s. Ambavat Jain & Associates LLP (Firm registration No. 109681W), were appointed
as Statutory Auditors of the Company at its 43rd Annual General Meeting held on 22nd
September, 2022, to hold office till the conclusion of the 47th Annual General Meeting.
The Auditors Report for the financial year ended 31st March, 2023 on financial statements
of the Company is a part of this report and is annexed to this Annual Report. The
Auditors Report does not contain any qualification, reservation or adverse remark on the
financial statements for the year ended 31st March, 2023. The notes on financial
statements referred to in the Auditors Report are self-explanatory and do not call for any
other comments. The Auditors Report contains an unmodified opinion.
19. SECRETARIAL AUDITORS AND AUDITORS REPORT.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/S. A.D. Parekh & Associates a firm of Company Secretaries in Practice
to undertake the Secretarial Audit of the Company for the financial year 2022-23. The
Secretarial Audit Report (Annexure-B) forms a part of the Boards report to the Members.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remarks. 20. COST AUDITOR: The provisions of Cost Audit as prescribed under Section 148 of
the Act are not applicable to the Company.
21. REPORTING OF FRAUD BY AUDITORS
During the Financial Year 2022-23 under review, neither the Statutory Auditors nor the
Secretarial Auditor have reported to the Audit Committee of the Board, under Section
143(12) of the Act, any instances of fraud committed against your Company by its officers
or employees, the details of which would need to be mentioned in this Report.
22. RISK MANAGEMENT POLICY
Pursuant to clause 15 (2) (a) of SEBI (Listing Obligation and Disclosure Requirement),
Regulation, 2015 compliance with Corporate Governance provisions as specified under
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 of SEBI (Listing Obligation and Disclosure Requirement),
Regulations, 2015 are not applicable to the Company; however, the Company operates with
well- defined risk management policy to identify measures to mitigate various business
risks. The Company has evolved risk management policy identifying primary risk and
secondary risk. Primary risk includes manpower development, product efficiency,
fluctuation in price of raw materials and competition. Although the profitability of the
company may be affected on account of these risk factors, Board has not identified any
risk which threatens the existence of the Company.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provision of Section 186
of the Companies Act, 2013 are given in the notes to the Financial Statements.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY:
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large. All Related Party Transactions are placed before the
Audit Committee and also the Board for their approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions, which are of a foreseen and repetitive nature.
The transactions entered into pursuant to the omnibus approval so granted are audited and
a statement giving details of all related party transactions is placed before the Audit
Committee and the Board of Directors for their approval. The transactions with the related
parties are disclosed in Note No. 38 to the ‘Notes on Accounts forming part of the
Financial Statements and form AOC-2 is annexed as Annexure A.
25. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the
Annual Return for the financial year 2022-23 is available on the Companys website at
www.shivagrico.in
26. PERSONNEL/PARTICULARS OF EMPLOYEES:
The company continues to maintain cordial relationship with its workforce. There were
no employees during the whole or part of the year that were in receipt of remuneration in
excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The total
number of permanent employees employed with your company as 31st March, 2023 is 246 as
compared to 242 as on 31st March, 2022.
27. MANAGERIAL REMUNERATION
During the year under review, the Company has not paid any remuneration, sitting fees
for attending Board/ Committee Meetings and Commission to any of its directors.
28. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
During the year under review, no remuneration has been paid to any of the directors,
and hence the ratio of remuneration of each Director to the median of the employees has
not been calculated.
29. CORPORATE GOVERNANCE:
The Paid-up Equity Share Capital and Net Worth as per Audited Balance Sheet as at 31st
March, 2023 of our company is Rs.501.36 lakhs and Rs.702.26 lakhs respectively. In view of
the same and pursuant to clause 15 (2) (a) of SEBI (LODR) Regulations, 2015, the
compliance with the Corporate Governance provisions as specified of 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 of SEBI (LODR) Regulations, 2015 shall not apply to our company. However, as a
matter of good corporate Governance practice, a detailed report on the Corporate
Governance system and practices of the Company forming part of this report is given as a
separate section of the Annual report.
30. MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis on the business and operations of the company
forming part of this report is given as a separate section of the annual report. 31.
DEPOSITS: The Company has not accepted any deposits from public within the purview of
provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposit) Rules, 2014 during the year under review and no amount of principal or interest
on fixed deposits was outstanding as on the Balance Sheet Date.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Information in accordance with the provisions of pursuant to Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) (A) & (B) of the Companies (Accounts) Rules,
2014, as amended from time to time, regarding conservation of energy and technology
absorption is given in the statement annexed as Annexure C hereto and forming part of the
report.
33. MATERIAL EVENTS OCCURING AFTER BALANCE SHEET DATE:
No material changes and commitments which could affect the companys financial position
that have occurred between the end of the financial year of the Company and date of this
report.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:
There is no significant material order passed by the Regulators/ Courts which would
impact the going concern status of your Company and its future operations.
35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘Act) and Rules made thereunder, your
Company has constituted Internal Complaints Committee (ICC). No complaints have been
received on Sexual harassment for the financial year ending 31st March 2023. The Company
is committed to providing a safe and conducive work environment
36. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and
employees of the Company to report genuine concerns. The Whistle Blower Policy provides
for adequate safeguards against victimization of persons who use such mechanism and make
provision for direct access to the Chairman of the Audit Committee in appropriate or
exceptional cases. The policy is also available on the website of the Company at
www.shivagrico.in
37. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of earnings and expenditure in foreign currency are given in Note no.42 in
the Notes Forming Part of the Financial Statement.
38. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated persons of the Company,
as per SEBI (Prohibition of Insider Trading) Regulations, 2015.
39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Your Company has not declared any dividend during the last seven years and accordingly
there are no unpaid or unclaimed dividend for a period of seven years. Therefore, there
were no funds which were required to be transferred to Investor Education and Protection
Fund (IEPF).
40. CASH FLOW STATEMENT:
In conformity with the Accounting Standard-3 issued by the Institute of Chartered
Accountants of India and the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Cash Flow Statement for the year ended March 31st,
2023 is annexed to the accounts.
41. AMOUNT TRANSFER TO RESERVES:
During the year under review, the Company does not propose to transfer any amount to
reserves pursuant to the provisions of Section 134(3)(j) of the Companies Act, 2013.
42. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to
BSE Limited where the Companys Shares are listed.
43. SECRETARIAL STANDARDS ISSUED BY ICSI:
The Company is in compliance with all the applicable Secretarial Standards as specified
by the Institute of Company Secretaries of India (ICSI).
44. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs (MCA) on 16th February, 2015 notified that Indian
Accounting Standards (Ind AS) are applicable to certain classes of Companies from 1st
April, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous
Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (“the Act”)
read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the
Company from 1st April, 2017 and since then the company continues to follow the same.
45. RISKS AND CONCERNS:
In todays challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The main risks
inter alia include strategic risk, operational risk, financial risk and compliances &
legal risk. 46. DISCLAIMER: Certain statement in the management discussion and analysis
may be forward looking within the meaning of applicable securities laws and regulations
and actual results may differ materially from those expressed or implied. Factors that
would make differences to Companys operations include competition, price realization,
changes in government policies and regulations, tax regimes, economic development and
other incidental factors.
47. INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial during the
year. Your directors recognize and appreciate the sincere and hard work, loyalty,
dedicated efforts and contribution of all the employees during the year under review.
48. ACKNOWLEDGMENTS:
Yours Company and its Directors wish to sincerely thank all the customers, financial
institutions, creditors etc. for their continuing support and co-operation. Yours
directors express their appreciation for the dedicated and sincere services rendered by
the employees of the Company and also sincerely thank the shareholders for the confidence
reposed by them in the company and from the continued support and co-operation extended by
them. For and on behalf of the Board of Directors For Shivagrico Implements Limited Sd/-
|
Vimalchand Jain |
| Place: Mumbai |
Chairman |
| Date: 14-08-2023 |
DIN : 00194574 |
+91-9892691696
