Directors Report of Shiva Global Agro Industries Ltd.

Mar 31, 2024

Notice is hereby given that the 32nd Annual General Meeting (AGM) of the Members of Shiva Global Agro Industries Limited will be held on Saturday, September 21, 2024 at 1.00 P.M. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM), to transact the following business:

1. FINANCAIL HIGHLIGHTS:

Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Income from Operations	36427.35	54020.49	8042.41	17955.77
Other Income	115.12	125.21	48.28	32.04
Total Income	36542.48	54145.70	8090.69	17987.81
Profit Before Interest, Depreciation & Taxation	-1824.02	2118.77	-734.78	1226.22
Less: Interest	1251.18	1057.87	423.48	424.30
Less: Depreciation	277.97	286.02	120.62	122.01
Profit Before Tax	-3353.17	774.88	-1278.88	679.92
Less: Provision for Tax (Including Deferred Tax and MAT Credit Entitlement, if any)	-822.74	204.72	-306.23	176.58
Profit After Tax	-2530.43	570.16	-972.65	503.34

REVIEW OF OPERATIONS

Standalone Numbers:

Your Company''s Revenue from Operations for the year was Rs.8042.41 Lacs as against Rs.17955.77 Lacs in previous financial year. The profit before Interest, Depreciation and Tax was Rs.-734.78 Lacs as compared to Rs.1226.22 Lacs in the previous financial year and the profit before tax for the year stood at Rs.-1278.88 Lacs as against Rs.679.92 Lacs in the previous financial year.

During the financial year 2023-24, Profit after tax stood at Rs.-972.65 Lacs as against Rs.503.34 Lacs in previous financial year.

Transfer to Reserves:

During the financial year 2023-24, there is no profit transfer to the General Reserve.

Consolidated Numbers:

The company''s consolidated revenue from Operations were recorded at Rs. 36427.35 Lacs as against Rs.54020.49 Lacs in previous financial year. The Net Profit Before Tax was Rs.-3353.17 Lacs for the year under review as against the previous year''s consolidated Net Profit Before Tax of Rs.774.88 Lacs. The Profit after Tax was Rs.-2530.43 Lacs as against Rs.-570.16 Lacs in the previous year.

2. BUSINESS ENVIRONMENT:

GLOBAL & INDIAN ECONOMY

Despite geopolitical instability, conflicts, inflationary concerns, and unprecedented monetary tightening, the global economy has remained resilient. According to the IMF, global GDP is estimated to grow by 3.2% in 2023, with headline inflation normalizing across major countries. The US and several major emerging market economies (EMEs) have experienced better-than-expected growth. However, recent flare-ups in the Middle East and marine route disturbances in the Red Sea area have impacted trade flow, which may affect growth prospects in the coming periods. Prior to these disruptions, supply chains and trade activities had improved post-Covid, leading to a softening trend in major commodity prices, including food, metal, energy, and fertilizer.

India, once again, has emerged as the fastest-growing major economy, with the RBI projecting a 7.6% GDP growth in FY24, driven by strong investment activity. On the supply side, gross value added (GVA) expanded by 6.9% in 2023-24, led by the manufacturing and services sectors. Despite a challenging agricultural environment, including a below-normal monsoon (94% of Long Period Average), the economy showed resilience. Monetary policy tightening during the year successfully arrested inflation, which declined to 4.85% in March 2024. Robust economic activity and improved tax compliance were reflected in strong direct (18%) and indirect tax (12%) collections, with record receipts of income tax, corporate tax, and GST. Additionally, India''s foreign exchange reserves reached an all-time high of $646 billion as of March 29, 2024, with the Indian Currency emerging as one of the most stable emerging market currencies.

AGRICULTURE

India faced a challenging agricultural environment due to a below-normal monsoon (94% of Long Period Average), resulting in lower crop sowings and reservoir levels, impacting rabi plantings. This affected Company''s primary markets, leading to a decline in agri-inputs consumption. The 2nd Advance Estimates suggest a 1.3% decrease in food grain production (309 million tonnes) compared to the previous year, with significant drops in pulses and coarse cereal output. Despite this, the Real Gross Value Added growth in Agriculture & allied sectors remained steady, with a marginal 0.1% increase.

To support the farming community, the Government continued its focus on farmer welfare initiatives. Direct income support schemes like PM-Kisan and Rythu Bandhu helped improve cash availability and enabled agri-input purchases. The PM-Pranam scheme was approved to promote sustainable farming practices, incentivizing states to adopt balanced fertilizer use and alternate fertilizers. Additionally, the Namo Drone Didi scheme was launched to equip 15,000 women-led Self-Help Groups with agricultural drones for crop monitoring, fertilization, and sowing seeds, aiming to improve resource use efficiency and drive technology in agriculture. These initiatives demonstrate the Government''s commitment to supporting the agricultural sector and promoting sustainable growth.

3. PERFORMANCE REVIEW:

The agricultural sector in the region faced significant challenges in the year 2023-24, marked by deficient rainfall during the monsoon season, leading to reduced agricultural production, decreased demand for fertilizers and adding high channel inventories in the primary market impacting overall business performance.

The second half of the year brought another blow, as a drastic correction in fertilizer subsidy rates further exacerbated the crisis. The deficient monsoon in the region had a devastating impact on the agricultural sector, leading to significant decline in crop production, subsequent reduction in fertilizer demand, low volume of fertilizer consumption, accumulation of fertilizer stocks, resulting in increased inventory levels and impact on cash flow and working capital. This highlights the vulnerability of the agricultural industry to climate-related factors and the need for sustainable solutions to mitigate these risks.

Despite the adverse situation, the Company has shown a resilient performance and has taken progressive steps to strengthen its operations during the year. During the year, plants operating at under capacity and achieved the production volume of 44,884 MT of Single Super Phosphate (SSP), NPK Mix & other fertilizers combined together. The primary sales volume of SSP was 40,684 MTs and that of NPK Mix fertilizers was 7,996 MTs. P.D.M. Granules (Potash Derived from Molasses) and the secondary fertiliser ''Ca:M:S-Virat'' Granules (Calcium, Magnesium and Sulphur) saw a sales volume of 890 MT and 900 MT respectively.

By implementing an optimal buying strategy and diversifying sources, the sourcing team overcame prevailing pricing pressures in the market and ensured the on-time availability of critical raw materials.

Regular maintenance activities were being performed in a phased manner at both Plants ensuring that all infrastructure, including machinery, equipment, and facilities, were properly maintained and upgraded in a sequential and organized manner, to minimize downtime and optimize efficiency.

4. FINANCE & CREDIT RATINGS

In the year 2023-24, the state of Maharashtra, particularly the Marathwada region, experienced deficient rainfall, leading to a challenging year for the fertilizer business in the region. This resulted in decreased sales, which extended the inventory holding period and increased inventory carrying costs. Consequently, the company fully utilized its financing facilities, adding pressure on its financial performance. Despite this, the outflow towards finance remained stable, with a marginal decrease from Rs. 424.30 Lacs in FY 2022-23 to Rs. 423.48 Lacs in FY 2023-24. Thanks to efficient cash management, the company maintained adequate liquidity, backed by reliable lines of credit, ensuring financial stability and security.

RATINGS

As on March 31, 2024, the company had rating of ''IND B /Stable /IND A4'' for Fund Based Working Capital limit and ''IND A4'' for Non-Fund based Working Capital Limit from India Rating & Research.

5. DIVIDEND :

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company''s dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review. The Dividend Distribution Policy is available on the website of the Company at https://www.shivaagro.org/a_gp.html

6. CONSOLIDATED FINANCIAL RESULTS :

The consolidated financial statements, which are prepared in accordance with the provisions of the Companies Act, 2013 and the relevant accounting standards, forms part of this Annual Report. As required under the provisions of the Companies Act, 2013, a statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures are 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.

7. SUBSIDIARY/JOINT VENTURE/ASSOCIATE 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 Rs. 8,078.38 Lacs and recorded Rs.-381.42 Lacs as profit After Tax.

b. Ghatprabha Fertilizers Private Limited

The Company (a 61.53% subsidiary) achieved a total turnover of Rs.2920.45 Lacs and earned Rs.-13.10 Lacs of Profits After Tax.

c. Shrinivasa Agro Foods Private Limited

The Company (a 51.01% subsidiary) achieved a total turnover of Rs.17469.40 Lacs and earned Rs.-409.34 Lacs of Profits After Tax. During the year under review, the company had no Joint Venture/s or any Associate Company.

8. 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.

9. 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 2024.

There were no instances of fraud which necessitates reporting of material misstatement to the Company''s operations.

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

10. 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 arm''s 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, 2024. The Policy on Related Party Transaction is available on the Company''s website at https://www.shivaagro.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 sitting fee.

11. 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 Auditor''s Report given by Falor Jhavar Khatod & Co., on the financial statements of the Company for the year ended March 31, 2024 forms part of the Annual Report. The Auditor''s 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 2023-24, 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 2024-25.

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 2024-26 is included in the Notice convening the 32nd Annual General Meeting. During the year, the Company filed the Cost Audit Report for the financial year 2022-23 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 2023-24. 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, 2024, 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.

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.Narayanlal P. Kalantri (DIN: 00486333) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Nomination and Remuneration Committee has recommended the name of Mrs.Jayashree Lakshmikant Maniyar (DIN 10721349) as Additional Director (Non-Executive, Independent) and the same has been accepted by board in their Board meeting held on August 06, 2024. The appointment of Mrs.Maniyar is subject to approval of shareholders in the ensuing Annual General Meeting.

Mr.Arunkumar Ramgopal Toshniwal (DIN 01689971) have resigned from his office with effect from the close of business hours on August 06, 2024 due to personal reasons. Mrs.Sandhya Satish Maheshwari will be completing her term of office as an independent Director in the ensuing Annual General Meeting.

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 MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year 2023-24, Four Board Meetings were held, the details of which are given in the Report on Corporate Governance.

iii. INDEPENDENT DIRECTORS & THEIR DECLAIRATION OF INDEPENDENCE

As on March 31, 2024, 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 Company''s 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 as above are also disclosed on the Company''s website at https://www.shivaagro.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 is available on the Company''s website at https://www.shivaagro.org/a_gp.html

vi. PERFORMANCE EVALUATION OF BOARD, ITS COMMITTES 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, 2024, the Audit committee comprised of Mr.Rajesh Agrawal, Chairperson, Mrs. Sandhya Maheshwari, Member and Mr.Deepak Maliwal, Member. During the year, Four 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 K. Gilda, Managing Director, Mr. Umesh O. Bang, Chief Financial Officer and Mrs. Rashmi G. 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 2023-24, 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 the website of the Company 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, guided by its long-standing tradition of patronage and community service, is committed to supporting marginalized individuals in the community, with a focus on education and healthcare. As part of its social responsibility initiatives, the Company has designated a specific amount of funds to carry out various activities and programs aimed at making a positive impact on the lives of those in need. The Company has put in place a Corporate Social Responsibility (CSR) policy, which is available on the website of the Company at https://www.shivaagro.org/a_gp.html.

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.18.79 Lac for the financial year 2023-24, (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.19.00 Lacs in the F.Y. 2023-24 towards CSR activities as specified in provisions of the Companies Act, 2013 and applicable the rules.

19. HEALTH, SAFETY AND ENVIRONMENT :

Company''s 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. 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.

21. NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year.

22. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

23. DECLAIRATION AND AFFIRMATIONS :

During the year under review

o There are no significant material orders passed by the Regulators or Courts that would impact the Company''s going concern status and future operations.

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

o 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.

24. OTHER DISCLOSURES:

i. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2024, was Rs.999.30Lacs i.e. 99,93,000 Equity Shares of Face value Rs.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 i.e. at https://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, 2024, is available on the website of the Company viz. https://www.shivaagro.org/inv_f_areturn.html.

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

Energy conservation is an ongoing process at the company. In 2023-24, we implemented various measures to reduce energy consumption, including:

• Conducting annual energy assessments

• Continuously monitoring power usage, especially for critical equipment and machinery

• Identifying and replacing outdated, high-power equipment with modern, energy-efficient alternatives

• Eliminating power leakages

• Discarding obsolete equipment

These efforts demonstrate our commitment to continuous improvement in energy conservation.

Following is the illustrative list of measures taken by the company for conservation of energy during the year under review:

a. Conducting energy audits and assessments to identify areas of improvement.

b. Implementing energy-efficient lighting systems, such as LED lighting.

c. Replacing old equipment and machinery with energy-efficient alternatives.

d. Installing power-saving devices, like voltage optimizers and energy savers.

e. Implementing smart building technologies to optimize energy usage.

f. Conducting regular maintenance to ensure equipment is running efficiently.

g. Using energy-efficient AC systems and optimizing temperature control.

h. Implementing energy-efficient manufacturing processes and technologies.

i. Educating employees on energy conservation practices and encouraging their participation.

j. Installing motion sensors and timers to control lighting and equipment usage.

k. Upgrading to energy-efficient motors and drives.

l. Improving insulation and reducing heat loss in buildings.

m. Implementing energy-efficient water management systems.

n. Monitoring energy usage and tracking progress towards energy reduction goals.

Steps taken for utilising alternate sources of energy:

As part of its long-term sustainability plan, the Company has taken several key initiatives to utilize alternate and renewable sources of energy, including:

¦ Renewable Energy Assessment: Conduct a feasibility study to identify suitable alternative energy sources (e.g., solar, wind, geothermal, biomass).

¦ Energy Audit: Analyze energy consumption patterns to determine the potential for alternative energy sources.

¦ Technology Evaluation: Research and evaluate various technologies and systems for harnessing alternative energy (e.g., solar panels, wind turbines, fuel cells).

¦ System Design: Design a customized system to meet the company''s energy needs.

¦ Installation and Implementation: Install and integrate the alternative energy system into existing infrastructure.

¦ Monitoring and Maintenance: Regularly monitor performance, maintain equipment, and perform repairs as needed.

¦ Energy Storage Integration: Consider incorporating energy storage solutions (e.g., batteries) to optimize energy usage and reduce grid dependence.

¦ Policy and Incentive Review: Explore government incentives, tax credits, and policies supporting alternative energy adoption.

¦ Employee Training and Education: Educate employees on the benefits and operation of alternative energy systems.

¦ Continuous Improvement: Regularly assess and optimize alternative energy systems to ensure maximum efficiency and cost savings

Apart from above, company is using indigenously produced Briquettes made from agricultural waste instead of using traditional Coal in the furnace. Plans are also in progress for installation of solar system in order to meet the energy requirements of the plant.

? 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:

a. Research and Development (R&D) Investments: Allocating funds to develop new technologies or improve existing ones.

b. Technology Scouting: Identifying and acquiring new technologies from external sources, such as startups or research institutions.

c. Employee Training and Development: Providing training programs to enhance employees'' skills and knowledge in new technologies.

d. Proof-of-Concept (POC) Development: Creating prototypes or testing new technologies to assess their feasibility and potential.

e. Industry-Academia Partnerships: Collaborating with educational institutions to leverage their research expertise and resources.

f. Technology Road-mapping: Developing strategic plans to identify, evaluate, and implement new technologies.

g. Intellectual Property (IP) Management: Protecting and managing patents, trademarks, and copyrights related to new technologies.

h. Digital Transformation Initiatives: Implementing new technologies to drive business process improvements and innovation.

i. Innovation Centers or Labs: Establishing dedicated facilities to foster innovation, experimentation, and prototyping.

Apart from this, digitalization of infrastructure facilities at plants and office, introduction of unity power factor based high efficiency UPS system instead of traditional UPS, Upgrading Air Quality Monitoring Systems & Emission monitoring systems across Plants, Operating plant at its full efficiency level i.e. 400 TPD are some measures taken by the company.

These measures demonstrate a company''s commitment to technology absorption, enabling them to stay competitive, innovative, and future-ready.

? FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange outgo during the FY-2023-24 is Rs.1189.93 Lacs as against Rs. 4513.15 Lacs in previous financial year 2022-23. 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 [e-mail]

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 Rs.73.00 Lacs during the year under review and total Rs.269.00 Lacs were outstanding as on March 31, 2024. 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.

25. 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

Dated: August 14, 2024 Omprakash Gilda

Place: Nanded Managing Director

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Mar 31, 2018

The Directors are pleased to place before you the Twenty Sixth Annual Report and the Audited Accounts of the company for the year ended March 31, 2018.

PERFORMANCE OF THE COMPANY

Your company’s financial results are summarized hereunder:

(Amount in Rs. Lacs)

Particulars	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Income
From Operations	44427.14	44262.34	7650.62	8680.62
Other	173.50	120.73	36.85	76.71
Total	44600.64	44383.07	7687.47	8757.33
Profit
Profit Before Interest, Depreciation and Taxation	2498.83	2480.69	856.54	754.40
Less: Interest	1154.84	1146.52	344.42	355.85
Depreciation	292.34	290.10	96.79	97.68
Profit Before Tax	1051.65	1044.08	415.32	300.86
Less: Provision for Tax (Including Deferred Tax and MAT Credit Entitlement)	308.35	319.74	121.27	94.60
Profit After Tax	743.31	724.33	294.05	206.26

REVIEW OF OPERATIONS

The delayed monsoon and lower than normal rainfall affected the fertilizer industry during the year 2017-18. The falling prices of the fertilizer and the implementation of Direct Benefit Transfer (DBT) across India in a phased manner affected the movement of fertilizer and led to fall in turnover. Your Company’s Revenue from Operations for the year fell to Rs.7651 Lakhs from Rs.8681 Lakhs last year. The Profit before Interest, Depreciation and Taxation grew to Rs.856.54 Lakhs from Rs.754.40 Lakhs in the previous year. The Net Profit for the year grew to Rs.415 Lakhs from Rs.301 Lakhs in the previous year i.e. an increase of 38% from last year. The Earnings per share (EPS) for the year stood at Rs.2.94 per share an increase of 41% compared to Rs.2.08 per share for the previous year.

The company could achieve a consolidated turnover of Rs.44427 Lakhs as compared to previous year’s Rs. 44262 Lakhs and Net Profit Before Tax of Rs.1052 Lakhs for the year under review as against the previous year’s consolidated Net Profit Before Tax of Rs.1044 Lakhs.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.0.60 per equity share Rs.10/- each. The total outgo for the year would be Rs.70.58 Lakhs, including dividend distribution tax of Rs.10.59 Lakhs.

The Company has adopted Dividend Distribution policy in line with the requirements of Listing Regulations. The Dividend Distribution Policy is available on the website of the Company at www.shivaagro.org.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.10 Lakhs to the General Reserve of the Company and retain Rs.2136.29 Lakhs in the Statement of Profit and Loss.

CONSOLIDATED FINANCIAL RESULTS :

Consolidated Financial Statements incorporating the operations of the Company & its subsidiaries is appended. As required under the provisions of the Act, a statement showing the salient features of the financial statements of the subsidiaries is enclosed as an Annexure A to this Report. However, the Accounts of the Subsidiary Companies and the related information will be made available to the Members of Shiva Global Agro Industries Limited and its Subsidiary Companies on request and will also be kept for inspection at the Registered Office of the Company.

SUBSIDIARY COMPANIES :

i) Shiva Parvati Poultry Feed Private Limited:

The Company (a 51 % subsidiary) achieved a total turnover of Rs.15352.65 Lakhs and earned Rs.158.63 Lakhs of Profits After Tax.

ii) Ghatprabha Fertilizers Private Limited

The Company (a 61.53% subsidiary) achieved a total turnover of Rs.3678.86 Lakhs and earned Rs.46.46 Lakhs of Profits After Tax.

iii) Shrinivasa Agro Foods Private Limited

The Company (a 51.01 % subsidiary) achieved a total turnover of Rs.14152.75 Lakhs and earned Rs.301.04 Lakhs of Profits After Tax.

iv) Kirtiman Agrogenetics Limited

The Company (a 64.50% subsidiary) achieved a total turnover of Rs.3813.28 Lakhs and earned Rs.-30.35 Lakhs of Loss After Tax.

RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee. Details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company has formulated a Risk Management Policy, under which various risks associated with the business operations are identified and the mitigation process are being taken up.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has adequate Internal Financial Controls commensurate with the nature, size, and complexity of the businesses and operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and the follow up action are reported to the Audit Committee.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee / Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. The related party transactions entered into are reviewed by an independent audit firm to confirm that they were in the ordinary course of business and at arm’s length basis. The Company has formulated a policy for Related Party Transactions which has been approved by the Board and is placed on the website of the Company.

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee & commission.

AUDITORS

M/s Aditya Falor & Associates, Chartered Accountants, were appointed as Auditors of the Company for a period of five years from the conclusion of the Annual General Meeting held on September 29, 2016. 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.

COST AUDITORS

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules 2014, as amended, the cost records of the Company are required to be audited. Based on the recommendations of the Audit Committee, your Board has appointed the following practicing Cost Accountants, Mr. Jayant B. Galande, to audit the cost records of the Company. The Cost Audit Report for the year 2016-17 has been filed with Ministry of Corporate Affairs within the prescribed time limit as per the Act.

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 Mr. Pawan Kasat of M/s. PHK & Associates, Company Secretaries, to undertake the secretarial audit of the Company.

The report of the Secretarial Auditor is marked as Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS, GUARANTEES & 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.

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 deposits of Rs.41.70 Lakhs during the year under review and total Rs.124.60 Lakhs were outstanding as on March 31, 2018. 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, other than the unclaimed deposits as at the end of the year under review.

DIRECTORS

In accordance with Article 31 of the Company’s Articles of Association, read with Section 152 of the Companies Act, 2013, Mr. Vijayprakash Onkarlal Agrawal is retiring at the ensuing Annual General Meeting. Mr. Vijayprakash Onkarlal Agrawal, being eligible, offer himself for re-appointment.

All the Independent Directors of the Company have given declarations under sub-section (6) of Section 149 of the Act, and the same have been considered and taken on record by the Board.

BOARD EVALUATION

In accordance with the provisions of the Act and Clause 49 of the Listing Agreement, 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 and Remuneration Committee and also the directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Report on Corporate Governance.

NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year 2017-18, Four Board Meetings were held, the details of which are given in the Report on Corporate Governance.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Deepak S. Maliwal, Chairman, Mr. Divakar N. Shetty and Mrs. Sandhya S. Maheshwari. All the recommendations made by the Audit Committee were accepted by the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On their appointment, Independent Directors are familiarized about the Company’s 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 as above are also disclosed on the Company’s website.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c)&134(5) of the Companies Act 2013, the Board of Directors of Shiva Global Agro Industries Limited make the following statements, to the best of their knowledge & belief and according to the information and explanations obtained by them :

a) That in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed and there have been no material departures therefrom;

b) That the accounting policies mentioned in Notes forming part of the Financials Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profits of the Company for the year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) That proper systems are in place to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

Mr. Omprakash K. Gilda, Managing Director, Mr. Umesh O. Bang, Chief Financial Officer and Mrs. Rashmi G. Agrawal, Company Secretary are the Key Managerial Personnel (KMP) of the Company.

PARTICULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure C to this Report.

The Company has no Employees whose salary exceeds the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, 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 Report on Corporate Governance.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE POLICY

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 (Act). An Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. During the year 2017-18, there were no complaints received by the ICC.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Act, an extract of the Annual Return in the prescribed format is appended as Annexure D to this Report.

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 which provides the employees, customers, vendors and directors an avenue to raise concerns on ethical and moral standards and legal provisions in conduct of the business operations of the Company. The Whistle Blower Policy is also placed on the website of the Company at www.shivaagro.org.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Act, read with Companies (Accounts) Rules, 2014, are enclosed as Annexure E to this Report.

SAFETY, HEALTH AND ENVIRONMENT (SHE):

Company’s focus on Safety, Health 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.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance. As stipulated under the requirements of the Listing Agreement with Stock Exchanges, a report on Corporate Governance duly audited is appended as Annexure F for information of the Members. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis, which forms part of this Annual Report, inter-alia, deal with the operations as also current and future outlook of the company, is furnished separately.

MATERIAL SUBSIDIARY POLICY

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Agreement. The Policy on Material Subsidiary is available on the website of the Company.

ACKNOWLEDGEMENT

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, in an adverse situation.

The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from Union Bank of India and other Banks, financial institutions, as well as from various Government bodies both at the Centre and the State.

By the order of the Board

Place : Nanded Omprakash K. Gilda

Dated : May 30, 2018 Managing Director

---

Mar 31, 2016

The Directors are pleased to place before you the Twenty Fourth Annual Report and the Audited Accounts of the company for the year ended March 31, 2016.

PERFORMANCE OF THE COMPANY

Your company’s financial results are summarized hereunder:

(Amount in Rs. Lacs)

Particulars	Consolidated		Standalone
	2015-16	2014-15	2015-16	2014-15
Income From Operations	46409.80	51870.60	11028.50	11281.84
Other	93.52	105.83	64.88	53.76
Total	46503.32	51976.43	11093.38	11335.60
Profit Profit Before Interest, Depreciation and Taxation	2545.90	2934.43	801.75	885.40
Less: Interest	1424.81	1626.50	405.75	486.15
Depreciation	295.77	306.26	94.47	91.90
Profit Before Tax	825.32	1001.67	301.53	307.35
Less: Provision for Tax	309.46	318.61	108.33	97.18
(Including Deferred Tax and MAT Credit Entitlement) Profit After Tax	515.86	683.49	193.20	210.17
Add: Surplus brought forward	2397.78	1962.89	1472.78	1277.40
Less: Transfer to Minority Interest	171.25	228.26	-	-
Add: Adjustments on account of change in holding	-	13.06	-	-
Amount available for appropriations	2742.39	2430.75	1665.98	1487.57
Appropriations Transitional impact of change in useful life of assets (Net of deferred tax)		15.23		4.79
Transfer to General Reserve	19.47	18.18	10.00	10.00
Surplus retained in the Profit & Loss Account	2722.90	2397.78	1655.98	1472.78

TRANSFER TO RESERVES

The Company proposes to transfer Rs.10 Lacs to the General Reserve of the Company and retain Rs.1655.98 Lacs in the Statement of Profit and Loss.

REVIEW OF OPERATIONS

The year was again challenging for the agriculture industry where the deficit over normal rains affected the crop sowing and the likely output. Despite the continuing challenges in the industry, your company managed to achieve the planned results and managed to maintain the turnover and profit figures.

During the year under review, the Company achieved turnover of Rs. 11029 Lacs as against the previous year Rs. 11282 Lacs. The earnings before interest, depreciation and tax (EBIDTA) was Rs.802 Lacs against Rs. 885 Lacs of the previous year. Inspite of fall in turnover the profitability ratio has improved.

The difficult climatic conditions impacted the businesses of subsidiaries too. The company could achieve a consolidated turnover of Rs.46410 Lacs as compared to previous year’s Rs. 51870 Lacs and Net Profit Before Tax of Rs.825 Lacs for the year under review as against the previous year’s consolidated Net Profit Before Tax of Rs. 1002 Lacs.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis, which forms part of this Annual Report, inter-alia, deals with the operations as also current and future outlook of the company, is furnished separately.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) and 134(5) of the Companies Act 2013, the Board of Directors of Shiva Global Agro Industries Limited make the following statements, to the best of their knowledge and belief and according to the information and explanations obtained by them:

a) That in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed and there have been no material departures there from;

b) That the accounting policies mentioned in Notes forming part of the Financials Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company as at March 31, 2016 and of the profits of the Company for the year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) That proper systems are in place to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

CONSOLIDATED FINANCIAL RESULTS:

Consolidated Financial Statements incorporating the operations of the Company and its subsidiaries is appended.

As required under the provisions of the Act, a statement showing the salient features of the financial statements of the subsidiaries is enclosed as an Annexure A to this Report.

However, the Accounts of the Subsidiary Companies and the related

However, the Accounts of the Subsidiary Companies and the related information will be made available to the Members of Shiva Global Agro Industries Limited and its Subsidiary Companies on request and will also be kept for inspection at the Registered Office of the Company.

SUBSIDIARY COMPANIES:

i) Shiva Parvati Poultry Feed Private Limited:

The Company (a 51 % subsidiary) achieved a total turnover of Rs.11663.91 Lacs and earned Rs.92.78 Lacs of Profits After Tax.

ii) Ghatprabha Fertilizers Private Limited:

The Company (a 61.53% subsidiary) achieved a total turnover of Rs.6181.64 Lacs and earned Rs.64.84 Lacs of Profits After Tax.

iii) Shrinivasa Agro Foods Private Limited:

The Company (a 51.01 % subsidiary) achieved a total turnover of Rs.16032.99 Lacs and earned

Rs.196.02 Lacs of Profits After Tax.

iv) Kirtiman Agrogenetics Limited

The Company (a 64.50% subsidiary) achieved a total turnover of Rs.2929.43 Lacs and earned Rs.13.50 Lacs of Profits After Tax.

SAFETY, HEALTH AND ENVIRONMENT (SHE):

Company’s focus on Safety, Health 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.

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.

FIXED DEPOSIT

Your Company is eligible to accept deposit from public pursuant to Section 73 of the Companies Act, 2013 ("the Act") & 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 & the Rules.

The Company has accepted deposits of Rs.42 Lacs during the year under review and of which Rs.26 Lacs were outstanding as on March 31, 2016.

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, other than the unclaimed deposits as at the end of the year under review.

PARTICULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure B to this Report.

The Company has no Employees whose salary exceeds the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Act, an extract of the Annual Return in the prescribed format is appended as Annexure C to this Report.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance. As stipulated under the requirements of the Listing Agreement with Stock Exchanges, a report on Corporate Governance duly audited is appended as Annexure D for information of the Members. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

DIRECTORS

In accordance with Article 31 of the Company’s Articles of Association, read with Section 152 of the Companies Act, 2013, Mr. Narayanlal Pannalal Kalantri is retiring at the ensuing Annual General Meeting. Mr. Narayanlal Pannalal Kalantri, being eligible, offer himself for re-appointment.

Mr. Santosh Hanumandas Malpani and Mr. Divakar Nagappa Shetty who were appointed as Independent directors by the Shareholders at the Annual General Meeting held on September 30, 2014 for a period of two years have expressed their desire to seek re-appointment.

All the Independent Directors of the Company have given declarations under sub-section (6) of Section 149 of the Act, and the same have been considered and taken on record by the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On their appointment, Independent Directors are familiarized about the Company’s 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 familiarization programme as above are also disclosed on the Company’s website.

NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year 201516, eight Board Meetings were held, the details of which are given in the Report on Corporate Governance.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has adequate Internal Financial Controls commensurate with the nature, size, and complexity of the businesses and operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and the follow up action are reported to the Audit Committee.

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 which provides the employees, customers, vendors and directors an avenue to raise concerns on ethical and moral standards and legal provisions in conduct of the business operations of the Company.

The Whistle Blower Policy is also placed on the website of the Company at www.shivaagro.org.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE POLICY

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act). An Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. During the year 2015 16, there were no complaints received by the ICC.

BOARD EVALUATION

In accordance with the provisions of the Act and Clause 49 of the Listing Agreement, 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 and Remuneration Committee and also the directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Report on Corporate Governance.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, 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 Report on Corporate Governance.

RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee. Details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company has formulated a Risk Management Policy, under which various risks associated with the business operations are identified and the mitigation process are being taken up.

MATERIAL SUBSIDIARY POLICY

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Agreement. The Policy on Material Subsidiary is available on the website of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee / Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. The related party transactions entered into are reviewed by an independent audit firm to confirm that they were in the ordinary course of business and at arm’s length basis. The Company has formulated a policy for Related Party Transactions which has been approved by the Board and is placed on the website of the Company.

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee and commission.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Deepak S. Maliwal, Chairman, Mr. Divakar Shetty and Mrs. Sandhya Maheshwari. All the recommendations made by the Audit Committee were accepted by the Board.

AUDITORS

M/s Jhavar Ladha & Associates, Chartered Accountants, Auditors of the Company are retiring and have informed that they do not wish to seed reelections as Auditors at the ensuing Annual General Meeting.

The Board records its sincere appreciation of the long association your Compnay had with M/s Jhavar Ladha & Associates.

A special Notice has been received from a member proposing the appointment of M/s Aditya Falor & Associates, Chartered Accountants, as Auditors. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Act.

COST AUDITORS

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules 2014, as amended, the cost records of the Company are required to be audited. Based on the recommendations of the Audit Committee, your Board has appointed the following practicing Cost Accountants, Mr. Jayant B. Galande, to audit the cost records of the Company. The Cost Audit Report for the year 2014-15 has been filed with Ministry of Corporate Affairs within the prescribed time limit as per the Act.

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 Mr. Mohammad Anwar ul haq of M/s. AMAM & Associates, Company Secretaries, to undertake the secretarial audit of the Company.

The report of the Secretarial Auditor is marked as Annexure E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

KEY MANAGERIAL PERSONNEL

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.

Mrs. Rashmi Agrawal joined as Company Secretary of the Company on November 14, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Act, read with Companies (Accounts) Rules, 2014, are enclosed as Annexure F to this Report.

ACKNOWLEDGEMENT

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, in an adverse situation.

The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from Union Bank of India and other Banks, financial institutions, as well as from various Government bodies both at the Centre and the State.

By the order of the Board

Place: Nanded __________________

Dated: 30^th May, 2016 Omprakash Gilda

Managing Director

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Mar 31, 2015

Dear Members,

The Directors are pleased to place before you the Twenty Third Annual Report and the Audited Accounts of the company for the year ended March 31, 2015.

PERFORMANCE OF THE COMPANY

Your company's financial results are summarized hereunder:

Consolidated Particulars 2014-15 2013-14 Income

From Operations 51870.16 52614.64

Other 105.83 153.10

Total 51975.99 52767.74

Profit

Profit Before Interest, Depreciation 2934.43 3045.41 and Taxation

Less : Interest 1626.50 1761.01

Depreciation 306.26 269.76

Profit Before Tax 1001.67 1014.64

Less: Provision for Tax 318.61 349.05

(Including Deferred Tax & MAT Credit Entitlement)

Profit After Tax 683.49 665.59

Add: Surplus brought forward 1962.89 1696.84

Less: Transfer to Minority Interest 228.26 223.66

Add: Adjustments on account of change 13.06 (2.50) in holding

Amount available for appropriations 2430.75 2136.27

Appropriations

Transitional impact of change in useful life of assets

(Net of deferred tax) 15.23 -

Issue of Fully paid Bonus Shares - 156.93

Transfer to General Reserve 18.18 16.45

Surplus retained in the Profit & Loss 2397.78 1962.89 Account

Standalone Particulars 2014-15 2013-14 Income

From Operations 11281.84 8908.07

Other 51.80 61.31

Total 11333.64 8969.38

Profit

Profit Before Interest, Depreciation 885.40 975.73 and Taxation

Less : Interest 486.15 588.10

Depreciation 91.90 112.42

Profit Before Tax 307.35 275.21

Less: Provision for Tax 97.18 97.01

(Including Deferred Tax & MAT Credit Entitlement)

Profit After Tax 210.17 178.20

Add: Surplus brought forward 1277.40 1104.20

Less: Transfer to Minority Interest - -

Add: Adjustments on account of change - - in holding

Amount available for appropriations 1487.57 1282.40

Appropriations

Transitional impact of change in useful life of assets

(Net of deferred tax) 4.79 -

Issue of Fully paid Bonus Shares - -

Transfer to General Reserve 10.00 5.00

Surplus retained in the Profit & Loss 1472.78 1277.40 Account

REVIEW OF OPERATIONS

The year under review continued to remain challenging despite some recovery in consumption of fertilizers after experiencing set back in preceding three years. High imports, deficit and untimely monsoon, falling crop acreages, low reservoir levels and declining agri commodity prices impacted farm sector. During the year, your company continued expansion of its marketing network in the states of Karnataka and Telangana.

During the year under review, the Company achieved turnover of Rs. 11282 Lacs as against the previous year Rs. 8908 Lacs. The earnings before interest, depreciation and tax (EBIDTA) was Rs.885 Lacs against Rs. 976 Lacs of the previous year. The increasing raw materials cost and competitive prices on sales front resulted in fall in profit margins.

The lower demand for Deoiled cakes in international market with falling prices in domestic market impacted the company's solvent business through its subsidiaries. The company could achieve a consolidated turnover of Rs.51870 Lacs as compared to previous year's Rs. 52615 Lacs and Net Profit Before Tax of Rs.1002 Lacs for the year under review as against the previous year's consolidated Net Profit Before Tax of Rs. 1015 Lacs.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion and Analysis, which forms part of this Annual Report, inter- alia, deals with the operations as also current and future outlook of the company, is furnished separately.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) and 134(5) of the Companies Act 2013, the Board of Directors of Shiva Global Agro Industries Limited make the following statements, to the best of their knowledge and belief and according to the information and explanations obtained by them:

* That in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed and there have been no material departures therefrom;

* That the accounting policies mentioned in Notes forming part of the Financials Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profits of the Company for the year ended on that date;

* That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* That the annual financial statements have been prepared on a going concern basis;

* That proper internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively;

* That proper systems are in place to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

CONSOLIDATED FINANCIAL RESULTS:

Consolidated Financial Statements incorporating the operations of the Company and its subsidiaries is appended.

As required under the provisions of the Act, a statement showing the salient features of the financial statements of the subsidiaries is enclosed as an Annexure A to this Report.

However, the Accounts of the Subsidiary Companies and the related information will be made available to the Members of Shiva Global Agro Industries Limited and its Subsidiary Companies on request and will also be kept for inspection at the Registered Office of the Company.

SUBSIDIARY COMPANIES:

i) Shiva Parvati Poultry Feed Private Limited:

The Company (a 51 % subsidiary) achieved a total turnover of Rs.11853.57 Lacs and earned Rs.101.55 Lacs of Profits After Tax.

ii) Ghatprabha Fertilizers Private Limited

The Company (a 61.53% subsidiary) achieved a total turnover of Rs.10721.03 Lacs and earned Rs.147.78 Lacs of Profits After Tax.

iii) Shrinivasa Agro Foods Private Limited

The Company (a 51.01% subsidiary) achieved a total turnover of Rs.16493.90 Lacs and earned Rs. 217.17 Lacs of Profits After Tax.

iv) Kirtiman Agrogenetics Limited

The Company (a 64.50% subsidiary) achieved a total turnover of Rs.3261.33 Lacs and earned Rs.6.83 Lacs of Profits After Tax.

SAFETY, HEALTH & ENVIRONMENT (SHE):

Company's focus on Safety, Health 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.

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.

FIXED DEPOSIT

Your company has accepted fixed deposits during the year and there are no unpaid/ overdue fixed deposits.

PARTICULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure B to this Report.

The Company has no Employees whose salary exceeds the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Act, an extract of the Annual Return in the prescribed format is appended as Annexure C to this Report.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance. As stipulated under the requirements of the Listing Agreement with Stock Exchanges, a report on Corporate Governance duly audited is appended as Annexure D for information of the Members. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

DIRECTORS

In accordance with Article 31 of the Company's Articles of Association, read with Section 152 of the Companies Act, 2013, Mr. Arun R. Toshniwal is retiring at the ensuing Annual General Meeting. Mr. Arun R. Toshniwal, being eligible, offer himself for re-appointment.

All the Independent Directors of the Company have given declarations under sub-section (6) of Section 149 of the Act, and the same have been considered and taken on record by the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On their appointment, Independent Directors are familiarized about the Company's 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 as above are also disclosed on the Company's website.

NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year 2014-15, eleven Board Meetings were held, the details of which are given in the Report on Corporate Governance.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has adequate Internal Financial Controls commensurate with the nature, size, and complexity of the businesses and operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and the follow up action are reported to the Audit Committee.

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 which provides the employees, customers, vendors and directors an avenue to raise concerns on ethical and moral standards and legal provisions in conduct of the business operations of the Company.

The Whistle Blower Policy is also placed on the website of the Company at www.shivaagro.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE POLICY

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act). An Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. During the year 2014-15, there were no complaints received by the ICC.

BOARD EVALUATION

In accordance with the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Risk Management Committee and also the directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Report on Corporate Governance.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, 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 Report on Corporate Governance.

RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee. Details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company has formulated a Risk Management Policy, under which various risks associated with the business operations are identified and the mitigation process are being taken up.

MATERIAL SUBSIDIARY POLICY

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Agreement. The Policy on Material Subsidiary is available on the website of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee / Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. The related party transactions entered into are reviewed by an independent audit firm to confirm that they were in the ordinary course of business and at arm's length basis. The Company has formulated a policy for Related Party Transactions which has been approved by the Board and is placed on the website of the Company.

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee and commission.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Deepak S. Maliwal, Chairman, Mr. Divakar Shetty and Mrs. Sandhya Maheshwari. All the recommendations made by the Audit Committee were accepted by the Board.

STATUTORY AUDITORS

M/s. Jhavar Ladha & Associates, Chartered Accountants, were appointed as Auditors of the Company for a period of five years from the conclusion of the last Annual General Meeting held on 30th September, 2014. 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. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Act.

COST AUDITORS

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules 2014, as amended, the cost records of the Company are required to be audited. Based on the recommendations of the Audit Committee, your Board has appointed the following practicing Cost Accountants, Mr. Jayant B. Galande, to audit the cost records of the Company. The Cost Audit Report for the year 2013-14 has been filed with MCA within the prescribed time limit.

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 Mr. Mohammad Anwar ul haq of M/s. AMAM & Associates, Company Secretaries, to undertake the secretarial audit of the Company.

The report of the Secretarial Auditor is marked as Annexure E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Act, read with Companies (Accounts) Rules, 2014, are enclosed as Annexure F to this Report.

CONDOLENCE

We, the Members of the Board, wish to place on record our profound grief and deep sense of sorrow at the sad demise of Chief Executive Finance and Compliance Officer of our Company, Mr. Navinkumar Jain on 04th December, 2014.

We also record our appreciation on the exemplary and selfless service rendered by him for the growth and development of the Company, since he joined the Company.

ACKNOWLEDGEMENT

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, in an adverse situation.

The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from Union Bank of India and other Banks, financial institutions, as well as from various Government bodies both at the Centre and the State.

By the order of the Board

Place: Nanded Dated: 30th May, 2015 Omprakash Gilda Managing Director

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Mar 31, 2014

Dear members,

The Directors are pleased to place before you the Twenty Second Annual Report and the Audited Accounts of the company for the year ended March 31, 2014.

PERFORMANCE OF THE COMPANY

Your company''s financial results are summarized hereunder:

Particulars Consolidated Standalone 2013-14 2012-13 2013-14 2012-13

Income

From Operations 52614.64 51806.86 8908.07 10614.51

Other 153.10 276.37 61.31 57.69

Total 52767.74 52083.23 8969.38 10672.20

Profit

Profit Before Interest, 3045.41 2837.98 975.73 1013.82 Depreciation and Taxation

Less: Interest 1761.01 1676.53 588.10 635.29

Depreciation 269.76 255.80 112.42 95.53

Profit Before Tax 1014.64 905.65 275.21 283.00

Less: Provision for Tax 349.05 305.79 97.01 101.93 (Including Deferred Tax and MAT Credit Entitlement)

Profit After Tax 640.61 599.86 178.20 181.06

Add: Surplus brought forward 1696.84 1382.08 1104.20 983.96

Less: Transfer to Minority 223.66 176.88 - - Interest

Less: Adjustments on account 2.50 35.33 - - of change in holding

Amount available for 2136.27 1769.73 1282.40 1165.03 appropriations

Appropriations

Proposed Dividend - 55.82 - 55.82 (Including Dividend Tax)

Issue of Fully paid Bonus 156.93 - - - Shares

Transfer to General Reserve 16.45 17.07 5.00 5.00

Surplus retained in the Profit 1962.89 1696.84 1277.40 1104.20 & Loss Account

REVIEW OF OPERATIONS

The year under review was again a challenging year with weak economic environment with high inflation, working capital cruch resulting in inadequate supply of raw materials & increasing finance cost, a volatile and weakning currency and a very late and extended monsoon rains resulting into sluggish demand for SSP fertilizers in terms of production as well as sales volume.

During the year under review, the Company achieved turnover of Rs. 8908 Lacs as against the previous year Rs. 10615 Lacs. The earnings before interest, depreciation and tax (EBIDTA) was Rs.976 Lacs against Rs.1014 Lacs of the previous year. The EBIDTA as a percentage of turnover have increased from 9.55% to 10.95%. Whereas, the company''s other business through subsidiaries viz. seeds and solvent industry, have given a considerable contribution to achieve consolidated turnover of Rs.52615 Lacs as compared to previous year''s Rs.51807 Lacs and Net Profit After Tax of Rs.1015 Lacs for the year under review as against the previous year''s consolidated Net Profit After Tax of Rs. 906 Lacs.

With the formation of new government, your Company has formed a optimistic opinion and is looking at several options for diversifying in other businesses to ensure sustained growth.

SUBSIDIARY COMPANIES:

i) Shiva Parvati Poultry Feed Private Limited:

The Company (a 51 % subsidiary) achieved a total turnover of Rs.14211.84 Lacs and earned Rs.117.00 Lacs of Profits After Tax.

ii) Ghatprabha Fertilizers Private Limited

The Company (a 62.45% subsidiary) achieved a total turnover of Rs.8856.02 Lacs and earned Rs.110.09 Lacs of Profits After Tax.

iii) Shrinivasa Agro Foods Private Limited

The Company (a 51.01 % subsidiary) achieved a total turnover of Rs.18511.04 Lacs and earned Rs.241.40 Lacs of Profits After Tax.

iv) Kirtiman Agrogenetics Limited

The Company (a 64.50% subsidiary) achieved a total turnover of Rs.2362.73 Lacs and earned Rs.18.89 Lacs of Profits After Tax.

CONSOLIDATED FINANCIAL RESULTS :

Consolidated Financial Statements incorporating the operations of the Company and its subsidiaries is appended.

The Ministry of Company Affairs, has given general exemption to companies from publishing the annual report of its subsidiary companies wherever a Consolidated Statement has been appended. In view of this, the Annual Report of the Subsidiary Companies have not been annexed.

However, the Accounts of the Subsidiary Companies and the related information will be made available to the Members of Shiva Global Agro Industries Limited and its Subsidiary Companies on request and will also be kept for inspection at the Registered Office of the Company.

DIRECTORS

In accordance with Article 31 of the Company''s Articles of Association, read with Section 152 of the Companies Act, 2013 and the corresponding provisions in the Companies Act 1956, Mr. Omprkash K. Gilda and Mr. Sambhaji L. Pawar are retiring at the ensuing Annual General Meeting. Mr. Omprakash K. Gilda, being eligible, offer himself for re-appointment. Mr. Sambhaji L. Pawar has expressed his desire to retire at the ensuing Annual General Meeting. Mrs. Sandhya S. Maheshwari is proposed to be appointed in Annual General Meeting.

The Board places on record the sincere appreciation of the services rendered by Mr. Sambhaji L. Pawar during his tenure of directorship.

AUDITORS

M/s J. P. Falor & Co., Chartered Accountants, Auditors of the Company have changed their constitution from Proprietary Firm to Partnership Firm M/s Jhawar Ladha & Associates. The Company has proposed the appointment of M/s Jhavar Ladha & Associates, Chartered Accountants, as Auditors of the Company in the place of M/s J. P. Falor & Co.

COST AUDITORS

In pursuance of Section 233B of the Companies Act, 1956 the Central Government has ordered Cost Audit for Fertilizers. Accordingly, Mr. Jayant B. Galande, Cost Accountants, have been appointed Cost Auditors to render reports to the Central Government. The Report for the year 2012-13 was submitted on October 31, 2013 (due date September 30, 2013) and for the year 2013-14 the reports will be submitted on or before the due date.

DIVIDEND

In view of the reducing working capital of the Company and future capital expenditure, Board of Directors have not recommended any dividend for the financial year 2013-14.

FIXED DEPOSIT

Your company has accepted fixed deposits during the year and there are no unpaid/ overdue fixed deposits.

SAFETY, HEALTH AND ENVIRONMENT (SHE)

Company''s focus on Safety, Health 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.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Act, the Board of Directors of the Company, based on the representations received from the Operating Management confirm that

* in the preparation of the statement of Profit & Loss for the year ended March 31, 2014 and the Balance Sheet as at that date ("financial statements") :

* the applicable accounting standards issued by the Institute of Chartered Accountants of India have been followed.

* appropriate accounting policies have been selected and applied consistently & judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period.

* proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company & for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations, subject to the inherent limitations that should be recognized in weighing the assurance provided by any such system of internal controls. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to review the internal audit function.

* Proper systems are in place to ensure compliance of all laws applicable to the Company.

* The financial statements have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act., 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended is not presently applicable.

CORPORATE GOVERNANCE

A report on Corporate Governance is annexed separately as part of this Report along with a certificate of compliance from a Chartered Accountant.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion and Analysis, which forms part of this Annual Report, inter-alia, deals with the operations as also current and future outlook of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are as follows:

A) CONSERVATION OF ENERGY:

The company has taken various measures for its energy conservation. Small Group Activity teams have been constituted to constantly look at the energy conservation and other improvement schemes at plants.

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

B) TECHNOLOGY ABSORPTION:

Company has fully absorbed the technology to manufacturing Single Super Phosphate (SSP) with an installed capacity of 400 TPD. The plant has been operated at its full efficiency level.

ACKNOWLEDGEMENT

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, in an adverse situation. The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from Union Bank of India and other Banks, financial institutions, as well as from various Government bodies both at the Centre and the State.

By the order of the Board For Shiva Global Agro Industries Ltd.

Place : Nanded Omprakash Gilda Dated: 30th May, 2014 Managing Director

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Mar 31, 2012

The Directors are pleased to place before you the Twentieth Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2012.

PERFORMANCE OF THE COMPANY

Your Company's financial results are summarized hereunder:

Consolidated Standalone

Particulars 2011-12 2010-11 2011-12 2010-11

Income

From Operations 39,853.63 36,046.96 11,149.64 9,083.82

Other 148.69 42.52 37.81 29.61

Total 40,002.32 36,089.48 11,187.46 9,113.43

Profit

Profit Before Interest, Depreciation and Taxation 2,818.86 2,374.35 1,124.03 824.19

Less: Interest 1,647.50 1,250.79 574.27 418.66

Depreciation 243.79 202.52 88.51 54.20

Profit Before Tax 927.58 921.04 461.25 351.34

Less: Provision for Tax 292.82 213.62 143.50 91.65 (Including Deferred Tax and MAT Credit Entitlement)

Profit After Tax 634.76 707.42 317.75 259.69

Add: Surplus brought forward 1,033.07 638.72 782.13 638.72

Less: Transfer to Minority Interest 133.85 168.13 0.00 0.00

Less: Transfer to Cost of Investments 23.85 15.62 0.00 0.00

Amount available for appropriations 1,510.13 1,162.39 1,099.88 898.41

Appropriations

Proposed Dividend (Including Dividend Tax) 110.91 111.28 110.91 111.28

Transfer to General Reserve 17.13 18.04 5.00 5.00

Surplus retained in the Statement of Profit and Loss 1,382.08 1,033.07 983.96 782.13

REVIEW OF OPERATIONS

During the year under review the performance of the Company has improved . The Company could achieve SSP production of 81,118 MT which is highest in the history of the Company. This was possible with the availability of BRP produced at its own plant. Hence the Company has shown improved performance and achieved higher revenue. The same has contributed in achieving the profit after tax of Rs. 317.74 lacs against the previous year profit of Rs. 259.69 lacs.

Your Company's profitability during the year under review has increased. The NBS policy announced by the Government had its impact on the profitability. Sales realization from SSP fertilizers has improved during the year. The Company could have achieved better results however its NPK mix fertilizers sales were not as expected. Your Company is confident of improving its existing level of performance which is expected to be supported by favourable market conditions coupled with the fact that SSP is the cheapest fertilizer providing Phosphate to the farmers.

SUBSIDIARY COMPANIES

i) Shiva Parvati Poultry Feed Private Ltd.

The Company (a 51% subsidiary) achieved a total turnover of Rs. 12,630.71 lacs and earned Rs. 114.35 lacs of Profits After Tax.

ii) Ghatprabha Fertilizers Private Ltd.

The Company (a 75% subsidiary) achieved a total turnover of Rs. 3,951.92 lacs and earned Rs. 78.04 lacs of Profits After Tax.

iii) Srinivasa Agro Foods Private Ltd.

The Company (a 51.01% subsidiary) achieved a total turnover of Rs. 8,680.41 lacs and earned Rs. 105.86 lacs of Profits After Tax.

iv) Kirtiman Agro Genetics Ltd..

The Company (a 64.50% subsidiary) achieved a total turnover of Rs. 3,450.47 lacs and earned Rs. 18.76 lacs of Profits After Tax.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' report, Balance Sheet, and Statement of Profit and Loss of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated 8th February, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2011-12 does not contain the financial statements of our subsidiaries. However, the Accounts of the Subsidiary Companies and the related information will be made available to the Members of Shiva Global Agro Industries Ltd. and its Subsidiary Companies on request and will also be kept for inspection at the Registered Office.

SAFETY, HEALTH AND ENVIRONMENT (SHE)

Company's focus on Safety, Health and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards.

DIVIDEND

Considering the continued good performance of the Company during the year under review, your Directors recommend a dividend @10% for the year ended 31st March, 2012.

FURTHER PROSPECTS

Market share of your Company is already showing signs of improvement. The production of SSP has increased with the increase in availability of Rock Phosphate consequent to production of BRP at its own plant. The production of SSP can further increase. The Company is making effort to increase its market share of SSP.

As reported last year the Company has entered into MOU with The M.P. State Mining Corporation Ltd. for supply of low grade rock phosphate. The agreement for mining lease has also been signed. Steps for various governmental clearances are in process. The Company plans to set up BRP and SSP manufacturing plants at Meghnagar and Heerapur in Madhya Pradesh. Initial work for allotment of land is in progress. Company expects to start operations in its 1st plant within 18 months from the date of allotment of Land.

The Company is examining setting up of a sulphuric acid plant which will also cater to the needs of raw material for its SSP Plant. The sulphuric acid plant also produces power which will be consumed by the SSP plant of the Company.

FIXED DEPOSIT

Your Company has accepted fixed deposits during the year and there are no unpaid/overdue fixed deposits.

DIRECTORS

Shri Arun R. Toshniwal and Shri Narayanlal P. Kalantri,

Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment.

AUDITORS

The auditors, M/s. J. P. Falor & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

COST AUDITORS

In pursuance of Section 233B of the Companies Act, 1956 the Central Government has ordered Cost Audit for Fertilizers. Accordingly Mr. Jayant B. Galande, Cost Accountants, were appointed cost auditors to render reports to the Central Government. The report for the year 2010-11 was submitted on 5th October, 2011 as against the due date 30th September, 2011 and for the year 2011-12 will be submitted on or before due date.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis, which forms part of this Annual Report, inter-alia, deals with the operations as also current and future outlook of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of Shiva Global Agro Industries Ltd. confirm that in the preparation of the Statement of Profit and Loss for the year ended 31st March, 2012 and the Balance Sheet as at that date ("financial statements"):

- The applicable accounting standards issued by the Institute of Chartered Accountants of India have been followed.

- Appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations, subject to the inherent limitations that should be recognized in weighing the assurance provided by any such system of internal controls. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to review the internal audit function.

- Proper systems are in place to ensure compliance of all laws applicable to the Company.

- The financial statements have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange a separate section titled "Report on Corporate Governance" is attached to this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (1) (e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are provided in the Annexure to the Directors' report section.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended is not presently applicable.

ACKNOWLEDGEMENT

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company in achieving good results, all round.

The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from Union Bank of India and other Banks, financial institutions, mutual funds, as well as from various Government bodies both at the Centre and the State.

By the order of the Board



Place : Nanded Omprakash K. Gilda

Date : 30th May, 201 Managing Director

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Mar 31, 2010

The Directors are pleased to place before you the Eighteenth Annual Report and the audited accounts of the Company for the year ended March 31st, 2010.

PERFORMANCE OF THE COMPANY

Your Companys financial results are summarised hereunder:

Rs. in Lacs

2009-2010 2009-2010 2008-2009 PARTICULARS (Consolidated) (Standalone) (Standalone)

Sales 29756.60 8921.77 8867.04

PBIDT 1854.74 744.14 576.82

Finance Charges 932.78 381.86 276.06

Depreciation 156.10 46.67 37.70

Profit Before Taxation 765.86 315.61 263.06

Prior Period Adjustments 149.80 2.86 0.64

Provision for taxation

-Current 198.60 85.00 62.70

-Deferred 140.79 0.70 17.05

- Fringe Benefit Tax 0.00 0.00 1.31

-Dividend Tax 13.15 13.15 8.73

- Mat Credit Entitlement 37.66 0.00 0.00

Profit & Loss after Taxation600.78 219.62 173.91

Less: Transfer to Minority Interest 151.75 0.00 0.00

Less: Transfer to Cost of Investment 229.40 0.00 0.00

APPROPRIATIONS

Proposed Dividend 77.36 77.36 51.39

Transferred to General Reserve5.00 5.00 5.00

Surplus Carried Forward 137.27 137.26 117.52

REVIEW OF OPERATIONS

During the year the Company has strengthened its business by taking controlling stakes in fertilizer manufacturing, oil extraction and seed unit. This has resulted in increase in profit. The standalone profit of the company has also increased. Your Company has achieved a consolidated sales turnover of Rs. 29,756.60 lacs during the year under review.

Your Companys profitability during the year under review has increased mainly due to improved sales performance during the year with the announcement of new subsidy policy and better realization of its products with free price regime. The Company could have achieved better results but there was severe shortage of Straight fertilizers throughout the country and the Company could not achieve its targeted production in NPK Mix fertilizers. Your Company is confident of improving its existing level of performance which is expected to be supported by favourable SSP Policy by the Government w.e.f. 1st May, 2010.

DIVIDEND

Looking to the sufficient profits during the year your Directors are pleased to propose a dividend of 10% for the year.

FURTHER PROSPECTS

Your Company is making continuous efforts for consolidating its market share in the SSP & Mix fertilizers segments. As promised in the last annual report the Company has already taken controlling stakes in units of solvent extraction, NPK Mix fertilizers and seeds at the end of the year. The company is setting up a plant for producing Beneficiated Rock Phosphate which will cater to the needs of raw material for its SSP plant. The Company is also planning to raise further share capital by way of issuing Equity Shares & Warrants on preferential basis and/or right issue to finance its expansion activities.

FIXED DEPOSIT

Your Company has accepted fixed deposits during the year and there are no unpaid/overdue fixed deposits.

DIRECTORS

Shri Deepak S. Maliwal & Shri Vijay O. Agarwal Directors of the Company, retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors have:

I) Followed, in the preparation of the annual accounts, the applicable accounting standards with proper explanation to material departure.

II) Selected such accounting policies and applied them consistently and made judgements 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 financial year and the profit of the Company for that period.

III) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV) Prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange a separate section titled "Report on Corporate Governance" is attached to this annual report.

AUDITORS

M/s. J. P. Falor & Co., Chartered Accountants, auditors of the Company who retire at the conclusion of ensuing Annual General Meeting have offered themselves for appointment as auditors of the company. Pursuant to Section 224 (IB) of the Companies Act, 1956 they have furnished a certificate regarding their eligibility for appointment as the auditors of the Company.

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE

Details of energy conservation, research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure - A to the Directors Reports.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is not presently applicable.

ACKNOWLEDGEMENT

Your Directors have pleasure in recording their appreciation of the assistance extended and support from various State and Central Government Departments, Financial Institutions viz. Union BANK Of India and the Co-operation received from Shareholders, Employees, Customers and Dealers.

By Order of the Board

Place: Nanded OMPRAKASH GILDA

Dated: 31st May, 2010 MANAGING DIRECTOR