Shiva Global Director Discussions


Dear Members

Your Board of Directors have pleasure in presenting the 31st Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2023.

1. FINANCAIL HIGHLIGHTS:

Particulars

Consolidated

Standalone

2022-23 2021-22 2022-23 2021-22
Income
From Operations 54,020.49 63,831.581 17,955.77 20,497.62
Other 125.21 115.5 32.04 34.80
Total 54,145.70 63,947.08 17,987.81 20,532.41
Profit
Profit Before Interest, Depreciation and Taxation 2,118.77 3,593.35 1,226.22 2,059.82
Less: Interest 1,057.8 716.31 424.30 341.54
Depreciation 286.02 273.79 122.01 108.16
Profit Before Tax 774.88 2,603.25 679.92 1,610.12
Less: Provision for Tax 204.72 649.03 176.58 399.36
(Including Deferred Tax and MAT Credit Entitlement)
Profit After Tax 570.16 1,954.22 503.34 1,210.76

REVIEW OF OPERATIONS Standalone Numbers:

Your Companys Revenue from Operations for the year was 17,955.77 Lacs as against 20,497.62 Lacs in last year. The profit before Interest, Depreciation and Tax were at 1,226.22 Lacs as compared to 2,059.82 Lacs in the previous financial year and the profit before tax for the year stood at 679.92 Lacs as against 1,210.76 Lacs in the previous financial year.

During the financial year 2022-23, Profit after tax stood at 503.34 Lacs as against 1,210.76 Lacs in previous financial year.

Transfer to Reserves:

For the financial year 2022-23, the Board of Directors of the company has decided to transfer 10 Lacs to the General Reserve.

Consolidated Numbers:

The companys consolidated revenue from Operations were recorded at 54,020.49 Lacs as against 63,831.58 Lacs in previous financial year. The Net Profit Before Tax was 2,118.77 Lacs for the year under review as against the previous years consolidated Net Profit Before Tax of 3,593.35 Lacs. The Profit after Tax was 570.16 Lacs as against 1954.22 Lacs in the previous year.

1. BUSINESS ENVIRONMENT :

Global & Indian Economy

The worldwide economic system has managed to make significant positive strides despite the difficulties posed by the pandemic, but it faced headwinds arising out of ongoing geopolitical rift in Europe, volatility in commodity prices, and a slowing growth scenario across nations. World Bank estimates that the global economy has grown by 3.4% in 2022. Outlook for world economy is signaling weakness with persisting inflationary pressure and hawkish monetary policies adopted by the central banks.

India growth story remains intact as against the prevailing global macroeconomic environment with World Bank estimates suggesting GDP growth to be 6.9% during FY2023. Even though inflation breached

The threshold in the first half of the year, the Reserve Bank of Indias careful strategy, combined with a reduction in global commodity prices, brought it down to comfortable levels by year-end. Major economic indicators including exports, gross GST collections, etc. have improved in comparison to last year. Foreign exchange reserves continue to remain healthy, touching USD 580 bn as on 31st March 2023. India took on the G20 Presidency for the first time during the year, reiterating its significant stature in the global economy. With favourable government policies, substantial capital investments, and economic resilience, India is expected to have a dominant position in the global economy in the coming years.

AGRICULTURE:

Agriculture sector in India continued to experience the impact of climate change which is reflected in the adverse yield impact in wheat due to the early heat wave towards the end of previous wheat growing season and the decline in the sown area in Kharif Paddy due to delayed monsoons and deficient rainfall. The 2022 rainfall over the country as whole was 108% of its long-period average (LPA). The country experienced strong Kharif and Rabi seasons with above normal monsoon. The Indian agriculture has grown at average growth rate of 4.6% per annum during the last six years, ably supported by government measures and enhanced investments in infrastructure.

As second Advance Estimate for 2022-23, total foodgrains production in the country is estimated at 324.6 million tonnes which is 2.5% higher than the previous year (2.5% growth over previous year). Income support schemes by Central and State governments, expansion of pan-India electronic trading system for agri produce, implementation of Cluster Development Programme, establishment of Agriculture Infrastructure Fund and other similar measures boosted farm income and enhanced Indias agricultural competitiveness. In addition to these, government is also promoting the adoption of latest technology in agricultural practices such as drone-based spraying which has significant potential in improving farm productivity and offering minimal environmental footprint.

India has immense agricultural resources and growth potential that provides it the capability to become the major supplier of food for the world. However, this will require continued investments towards faster adoption of technology, infrastructure enhancement, development of sustainable solutions, as well as effective policies and support for farming community to ensure long-term success.

PERFORMANCE REVIEW:

The company continued its efforts towards the integrated management approach and worked closely with the value chain players to ensure timely availability of fertilizers to the farming community. The plants operated flexibly to moderate their annual turnaround period and maximise production.

The Companys fertiliser business recorded a steady performance during the year. The company has continued its efforts to strengthen its branding & marketing capabilities, manufacturing, and supply chain efficiencies.

The fertiliser manufacturing plants operated at optimum capacity utilization and achieved the production volume of 1,13,168 MT of Single Super Phosphate (SSP), NPK Mix & other fertilizers combined together.

In FY 2023, the primary sales volume of SSP was 81,370 MTs and that of NPK Mix fertilizers was 21,927 MTs was achieved by the business. During the year under review the company has introduced two new products namely, P.D.M. Granules (Potash Derived from Molasses) and the secondary fertilizer Ca:M:S-Virat Granules having nutrients Calcium, Magnesium and Sulphur. The volume of these fertilizers was

marginal on account of non availability for raw materials. However, the company is focused to enhance these figures in the coming year.

The sourcing team was able to ensure on-time availability of critical raw materials and overcome prevailing pricing pressures in the market through implementation of optimal buying strategy and diversification of sources.

Phase wise infrastructure enhancements are being carried at both the Plants. During the year under review, the storage capacity of the Dhakni plant was enhanced further by establishing new storage facility.

FINANCE

Your companys efficient cash management has ensured that it has adequate liquidity and back-up lines of credit. With higher raw material prices, the working capital of the Company increased during the year; this was partially offset by improved market collection and higher subsidy receipts. The outflow towards finance cost increased to 424.30 Lacs in FY 2022-23 from 341.54 Lacs in F.Y. 2021-22. The rise in finance cost is due to higher utilizsation of credit limits with Banks.

There were no changes in the credit ratings of the Company during the year under review. Brickwork Rating India Pvt. Ltd. has reaffirmed your Companys credit ratings. As on March 31, 2023, the Company had a short-term credit rating of BWR A3 Reaffirmation and the long-term credit rating of BWR BBB - /Stable Reaffirmation.

The reaffirmation of the ratings reflects strong degree of safety regarding timely servicing of financial obligations and a vote of confidence reposed in your Companys financials.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review.

CONSOLIDATED FINANCIAL RESULTS:

The consolidated financial statements, which are prepared in accordance with the provisions of the Companies Act, 2013 (the Act) and the relevant accounting standards, form part of this Annual Report. As required under the provisions of the Companies Act, 2013 (the Act), a statement showing the salient features of the financial statements of the subsidiary companies is enclosed as Annexure A to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company on request and will also be kept for inspection at the Registered Office of the Company.

SUBSIDIARY COMPANY :

The details of the performance of the subsidiaries of the Company are given below :

a. Shiva Parvati Poultry Feed Private Limited:

The Company (a 51% subsidiary) achieved a total turnover of 11,544.16 Lacs and recorded loss of 168.02 Lacs post taxation.

b. Ghatprabha Fertilizers Private Limited

The Company (a 61.53% subsidiary) achieved a total turnover of 6,011.18 Lacs and earned 67.02 Lacs of Profits After Tax.

c. Shrinivasa Agro Foods Private Limited

The Company (a 51.01% subsidiary) achieved a total turnover of 18,679.19 Lacs and earned 163.85 Lacs of Profits After Tax.

During the year under review, the company had no Joint Venture/s or any Associate Company.

RISK MANAGEMENT POLICY:

The Company has formulated a Risk Management Policy, under which various risks associated with the business operations are identified and risk mitigation plans have been put in place, details of which are set out in the Management Discussion and Analysis Report. The Company has in place a Risk Management framework to identify, evaluate business risks and challenges across the Company both at corporate level as also separately for each business division.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND COMPLIANCE WITH LAWS:

The Company, during the year has reviewed its Internal Financial Control systems and has continually contributed to establishment of more robust and effective internal financial control framework, prescribed under the ambit of Section 134(5) of the Act. The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Company has its own internal audit function to monitor and assess the adequacy and effectiveness of the Internal Controls and System across all key processes areas. Deviations are reviewed periodically, and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has

adequate Internal Financial Controls system that is operating effectively as at 31st March 2023.

There were no instances of fraud which necessitates reporting of material misstatement to the Companys operations.

There has been no communication from regulatory agencies concerning non-compliance with or deficiencies in financial reporting practices.

RELATED PARTY TRANSACTIONS

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

All related party transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are foreseen and are repetitive in nature. The related party transactions entered into by the Company are reviewed by independent chartered accountants to confirm that they were in the ordinary course of business and at arms length basis. Related party transactions entered during the financial year under review are disclosed in Notes to the financial statements of the Company for the financial year ended March 31, 2023. The Policy on Related Party Transaction is available on the Companys website at https://www.shiva agro.org/a_gp.html

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to non-executive independent directors in the form of sittng fee.

AUDITORS :

i. STATUTORY AUDITORS

M/s. Falor Jhavar Khatod & Co (Firm Regn. No. 104223W) were appointed as the Statutory Auditors of the Company for the period of five years commencing from the conclusion of 29th Annual General Meeting until the conclusion of the 34th Annual General Meeting of the shareholders of the Company. As required under the provisions of Section 139 of the Act, a resolution for the yearly ratification of their appointment is being placed before the shareholders for their approval.

As required under Regulation 33 of the Listing Regulations, Falor Jhavar Khatod & Co., have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report given by Falor Jhavar Khatod & Co., on the financial statements of the Company for the year ended March 31, 2023 forms part of the Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act. Therefore no disclosure is required in terms of Section 134(3)(ca) of the Act.

ii. COST AUDITORS

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of its certain products and accordingly such accounts and records are made and maintained in the prescribed manner. Further, the cost accounting records maintained by the Company are required to be audited.

For the financial year 2022-23, Mr. Jayant B. Galande was appointed as Cost Auditors. On the recommendation of the Audit Committee, the Board has re-appointed Mr. Jayant B. Galande, Cost Accountants as the Cost Auditors for auditing the cost records of the Company for the financial year 20232024. The Act mandates that the remuneration payable to the Cost Auditor is ratified by the shareholders. Accordingly, a resolution seeking the shareholders ratification of the remuneration payable to the Cost Auditors for the FY 20232024 is included in the Notice convening the 31st Annual General Meeting. During the year, the Company filed the Cost Audit Report for the financial year 2021-22 with the Ministry of Corporate Affairs within the prescribed time limit.

iii. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/S V&V Co. LLP, Company Secretaries, to undertake the secretarial audit of the Company for the financial year 2022-23. The report of the Secretarial Auditor is enclosed as Annexure B and forms part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In terms of Regulation 24A of the Listing Regulations, every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial audit report given by a company secretary in practice, in such form as specified, with the annual report of the listed entity. Hence, the Secretarial Audit Report of all the material subsidiaries are also enclosed as Annexure C and forms part of this report. The Secretarial Audit Reports of the unlisted material subsidiaries does not contain any qualification, reservation or adverse remark.

12 BOARD, COMMITTEES OF THE BOARD AND OTHER INFORMATION :

I DIRECTORS

Your Company is managed and controlled by a Board comprising an optimum blend of Directors. As on March 31, 2023, the Board of Directors comprised of seven Directors consisting of Executive and Non-executive Directors. Out of seven, three are Independent Directors including one Woman Director. During the year under review, Mr.Vijayprakash O. Agrawal has resigned with effect from May 11, 2022 due to personal reasons.

The composition of the Board is in conformity with

Regulation 17 of Listing Regulations and the relevant provisions of the Act. The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, engineering, information technology and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

In accordance with the Section 152 of the Companies Act 2013, Mr.Omprakash K. Gilda (DIN: 01655503) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Consequent to the changes in the Board composition, the Committees of Board were also reviewed and re-constituted, as applicable, the details of which are in the Corporate Governance section of the Report.

ii. NUMBER OF BOARD MEETING

A calendar of meetings is prepared and circulated in advance to the Directors. During the year 2022-23, Five Board Meetings were held, the details of which are given in the Report on Corporate Governance.

iii. INDEPENDENT DIRECTORS & THEIR DECLARATION OF INDEPENDENCE

As on March 31, 2023, the Independent Directors of the Company included Mrs. Sandhya Maheshwari, Mr.Rajesh Agrawal and Mr.Prakash Nihalani. All the Independent Directors of the Company have furnished the necessary declaration in terms of Section 149(7) of the Companies Act, 2013 and under Regulation 25(8) the Listing Regulations, affirming that they meet the criteria of Independence as stipulated thereunder.

In the opinion of the Board, all the Independent Directors have the integrity, expertise and experience, including the proficiency required to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company.

iv. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has an ongoing familiarization programme for all Independent Directors with regard to their roles, duties, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company, etc.

On their appointment, Independent Directors are familiarized about the Companys operations and businesses. Interaction with the Business Heads and key executives of the Company is also facilitated. Detailed presentations on the business of each of the division are also made to the directors. Direct meetings with the chairman and the managing director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices.

The role, rights, duties and responsibilities of Independent Directors have been incorporated in the Letters of

Appointment issued to them. The amendments / updates in statutory provisions are informed from time to time. The details of familiarisation programme are also disclosed on the website of the company at https://www.sMva agro.org/a_gp.html

v. REMUNERATION POLICY:

On the recommendation of the Nomination and Remuneration Committee, the Board has, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Salient features of the Remuneration Policy are set out in the Corporate Governance Report. The Remuneration Policy of the cmpany is available on the Companys website at http://www.sMva agro.org/a_gp.html

vi. PERFORMANCE EVALUATION OF BOARD,

ITS COMMITTEES AND DIRECTORS:

In accordance with the provisions of Section 134 of the Act and Regulation 17 of the Listing Regulations, the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, Stakeholders Relationship Committee, and Nomination & Remuneration Committee and also the Directors individually. The manner of evaluation of performance and the process adopted for this purpose are explained in the Corporate Governance Report.

vii. AUDIT COMMITTEE

As on March, 2023, the Audit committee comprised of Mr.Rajesh Agrawal, Chairperson, Mrs. Sandhya Maheshwari, Member and Mr.Deepak Maliwal, Member. During the year, Five Audit Committee Meetings were held, the details of which are provided in the Corporate Governance Report, which is a part of this Annual Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

viii. DIRECTORS RESPONSIBILITY STATEMENT

As required pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Directors Responsibility Statement is enclosed as Annexure D to this Report and forms part of the Report

13. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Omprakash Gilda, Managing Director, Mr. Umesh Bang, Chief Financial Officer and Mrs. Rashmi Agrawal, Company Secretary are the Key Managerial Personnel (KMP) of the Company.

14. POLICY ON PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

In line with the requirements of the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place Prevention of Sexual Harassment Policy. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. During the financial year 2022-23, no incidents of sexual harassment was reported.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical conduct. The Company has a Whistle Blower Policy under which the employees are free to report violations of the applicable laws and regulations and the Code of Conduct.

The Audit Committee has reviewed the functioning of whistle blower mechanism of the Company and found the same satisfactory. A copy of the Whistle Blower Policy is available on Companys website https:/www.shivaagro.org/a_gp.html

16. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. As stipulated under the Listing Regulations, the Report on Corporate Governance is appended as Annexure F to this Report. The requisite certificate from the Auditor confirming compliance with the conditions of Corporate Governance by the Company is also attached to the Report on Corporate Governance.

17. MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis, highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns, etc., is provided separately and forms part of the Directors Report.

18. CORPORATE SOCIAL RESPONSIBILITY

The Shiva Group is known for its tradition of patronage and community service. The Groups philosophy is to reach out every deprived individual of the community, especially in the field of education and healthcare.

The Company has ascertained and allocated requisite amount of funds separately for carrying out its social responsibilities. The Company has put in place a Corporate Social Responsibility (CSR) policy, which is available on the website of the Company at .

As per the provisions of section 135 (9) of the companies Act, 2013, where the amount to be spent by a company under sub-section (5) of section 135, does not exceed fifty lakh rupees, the requirement under sub-section (1) of section 135, for constitution of the Corporate Social Responsibility (CSR) Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. And accordingly, all the functions and

responsibilities of the CSR Committee are placed with Board of Directors of the Company.

As per the provisions of Section 135 of the Companies Act and the Rules made thereunder, the Company is required to spend Rs.16.81 Lacs for the financial year 2022-23, (i.e. least 2% of the average net profits of the Company made during the three immediately preceding financial years) in pursuance of its Corporate Social Responsibility Policy. Accordingly, the company has spent Rs.17.00 Lacs in the F.Y. 2022-23 towards CSR activities as specified in provisions of the Companies Act, 2013 and applicable the rules.

19. HEALTH, SAFETY AND ENVIRONMENT

Companys focus on Health, Safety and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards. Your Company maintained high standards of environmental performances with all facilities operating well within norms. The overall safety environment continued to improve during the year under review.

20. OTHER DISCLOSURES

i. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2023, was 999.30 Lacs i.e. 99,93,000 Equity Shares of Face value 10/- each fully paid. No equity shares were allotted during the year.

ii. MATERIAL SUBSIDIARY POLICY

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Regulations. The Policy on Material Subsidiary is available on the website of the Company www.shivaagro.org/a_gp.html

iii. ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023, is available on the website of the Company www.shivaagro.org /inv_f_areturn.html

iv. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

a) CONSERVATION OF ENERGY :

The process of energy conservation is continuous in nature. During the year 2022-23, the company has taken various energy conservation steps including, yearly energy assessments, continuous measuring and monitoring the power balance especially for critical equipments and machinery, identifying & discarding the obsolete equipments, replacing the old high-power consumption equipments with modern power saving equipments, identifying and eliminating the power leakages, etc.

Following is the illustrative list of measures taken by the

company for conservation of energy during the year under review:

• Eliminating the interruptions in the production facility by reducing the downtime of machineries installed at the plants.

• Replacing the old power lines with new one.

• Use of energy efficient LED lighting systems.

• Replacing old electronic equipments with modern energy saving devices.

• Replacing the old iron roof shed with transparent plastic roof shed to improve light in day hours at plants and go- downs.

• Building new air-ventilations at factory and office premises.

• Operating plant at optimum level to achieve energy efficiency.

• Small teams have been re-constituted to constantly look at the energy conservation, other improvement schemes which have resulted in considerable energy savings.

• Reducing the distance between production and loading point thereby reducing the fuel requirement on transportation.

Steps taken for utilising alternate sources of energy:

As part of its long-term sustainability plan, the Company has initiated various steps towards utilising alternate sources/ renewable source of energy. Some of the key initiatives implemented by the Company are:

• Use of indigenously produced Briquettes made from agricultural waste instead of using traditional Coal in the furnace.

• Plans are in progress for installation of solar system in order to meet the energy requirements of the plant.

b) TECHNOLOGY ABSORPTION:

Technology absorption is one of the critical area in the present business scenario. During the year under review, lots of efforts were made for technology absorption. Following is the illustrative list of the measures taken by the company:

• Digitalization of infrastructure facilities at plants and office.

• Introduced unity power factor based high efficiency UPS system instead of traditional U PS.

• Upgrading Air Quality Monitoring Systems & Emission monitoring systems across Plants.

• Capacity of the plant was enhanced by incorporating new equipment & by process optimization.

• Enhanced flexibility in use of raw materials.

• Operating plant at its full efficiency level i.e. 400 TPD.

• Efforts were made towards advancements on digital transformation of the lab and lab activities

c) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange outgo during the FY-2022-23 is

4513.15 Lacs as against 2932.33 Lacs in previous financial year 2021-22. There were no foreign exchange earnings during the year.

v. PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosure with respect to remuneration as required under Section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure E to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report. However, the annual report is being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection. Any member interested in obtaining such information may address their email to the company secretary at admin@shivaagro.org.

vi. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans and guarantees given and investments made under Section 186 of the Act are given in the Notes to the Financial Statements.

vii. PUBLIC FIXED DEPOSIT

Your Company is eligible to accept deposit from public pursuant to Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014 ("the Rules"). Pursuant to the Special Resolution passed by the members at the Annual General Meeting (AGM) of the Company held on September 30, 2014, the Board of Directors of the Company, approved the Fixed Deposit Scheme for acceptance of deposits from Members in accordance with the requirements of the Act and the Rules. The Company has accepted/renewed deposits of 245.00 Lacs during the year under review and total 289.70 Lacs were outstanding as on March 31, 2023. There were no defaults in respect of repayment of any deposits or payment of interest thereon during the year under review.

The Company has not accepted any deposits which are not in compliance with the requirements of the Act. The Company has no overdue deposits as at the end of the year under review.

viii. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government.

ix. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the Rules made thereunder.

21. DECLARATION AND AFFIRMATIONS

During the year under review There are no significant material orders passed by the Regulators or Courts that would impact the Companys going concern status and future operations.

There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

The Company has not made any one time settlement with any Bank or Financial Institution as such disclosure or reporting requirements in respect of the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not required.

22. BANKS AND FINANCIAL INSTITUTIONS:

Your Company is prompt in paying interest and repayment of loans to the financial institutions/banks. Banks and Financial Institutions continue their unstinted support in all aspects, and the Board had placed its appreciation for the same on record.

23. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from bankers, business associates, lenders, financial institutions, shareholders, various departments of the Government of India, as well as the State Governments, the farming community and all our other stakeholders.

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results.

For and on behalf of the Board of Directors
Place : Nanded Omprakash K. Gilda
Date : May 30, 2023 Managing Director