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Directors Report of Shivagrico Implements Ltd.
Mar 31, 2025
Your directors have pleasure in presenting the Forty-Sixth Annual Report of Shivagrico Implements Limited (the
âCompanyâ) along with the Audited Financial Statements for the Financial Year Ended 31st March, 2025.
1. FINANCIAL RESULTS:
|
(Rupees in Lakhs) |
||
|
Particulars |
31-03-2025 |
31-03-2024 |
|
Total Income |
4350.39 |
4360.29 |
|
Profit before Depreciation, Interest & Tax |
326.39 |
261.08 |
|
Depreciation |
164.81 |
135.25 |
|
Interest |
122.59 |
109.63 |
|
Profit (Loss) before Tax |
38.99 |
16.20 |
|
Provision for Tax-[Net] |
1.21 |
9.15 |
|
Profit (loss) after Tax |
37.78 |
7.05 |
2. PERFORMANCE & RESULTS:
The total turnover of the company remained the same as compared to the previous year. However, on account of
increase in overall production by 24%, particularly in service-oriented products, especially during the last quarter,
the profits of the company stood at Rs. 37.78 lacs as compared to previous year Rs 7.05 lacs.
The improved result in the last quarter is due to overall increase in production and especially of the high value
service-oriented products as well as an increase in the company''s exports.
3. OPERATIONS AND FUTURE PLANS
Looking to the present scenario the management of the company has taken following steps:
a) EXPORT:
Export in the current year was Rs. 699.93 Lacs as compared with the previous year Rs. 902.19 lacs reflecting
a decline of approximately 22.41%. This reduction is primarily attributed to the challenging bad international
scenario, including the on-going conflicts between Ukraine and Russia, as well as between Israel and
Hamas, which have negatively impacted overseas market sentiment.
b) NEW PRODUCT DEVELOPMENT
The company is continuously developing new products in rolling mill as well as forging products as per the
demands of customers and market in close working with the buyers.
c) Boost up Home Market activities
The company is increasing it''s distributor network Pan India.
4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:
There is no Change in the nature of Business of the company during the Financial Year 2024-2025.
5. DIVIDEND:
In order to conserve the resources, your Board of Directors regrets its inability to declare dividend for the year
2024-25.
6. ISSUE OF SHARES:
The Company during the year under review has not issued any shares including Sweat Equity Shares or Shares
with differential rights or under Employee Stock option scheme nor did it buy-back any of its shares.
7. BORROWINGS:
The total long term and short-term borrowings as at 31st March, 2025 stood at Rs. 1583.53 lacs as against of Rs.
1917.21 lacs as on 31st March, 2024.
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES :
Since the Company has no subsidiaries, Associates and Joint Ventures, provisions of Section 134(3)(q) of the
Companies Act, 2013 read with Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 are not applicable.
9. CAPITAL EXPENDITURE
During the financial year 2024-25 the Company''s outlay towards capital expenditure (fixed assets) was Rs. 78.86
lakhs.
10. DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with Section 134(3) (c) of the Companies Act, 2013, your directors, on the basis of information made
available to them, confirm the following for the year under review:
(i) In the preparation of the annual financial statements for the year ended 31st March, 2025, the applicable
accounting standards had been followed and that no material departures have been made from the same.
(ii) They have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit of the company for that period;
(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
(iv) They have prepared the annual accounts on a going concern basis.
(v) They have laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively; and
(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
11. DIRECTORS:
A. Changes in directors and Key Managerial Personnel
Directors retiring by rotation
In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of
determining the Directors liable to retire by rotation, the Independent Directors are not included in the total number
of Directors of the Company. Accordingly, Mr. Vimalchand Jain (DIN: 001 94574), shall retire by rotation at the
ensuing Annual General Meeting and being eligible has offered himself for re-appointment as a Director of the
Company.
Director''s Appointment
Brief profile of the Directors proposed to be re-appointed as required under Regulation 36 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - II (General
Meeting), are part of the Notice convening the Annual General Meeting.
Appointment/Resignation of Company Secretary and Key Managerial Personnel
During the year under review, there is no change in Key Managerial Personnel (KMP) as defined under
section 2(51) and 203 of the Companies Act, 2013.
B. Annual Evaluation of Board of Directors, its committees and individual Directors:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual evaluation of its own performance,
the directors individually, as well as the working of its committees.
The performance of Board, Committees and Individual Directors was evaluated on the basis of criteria such as:
* Evaluation of the Board was based on criteria such as composition and role of the Board, Board
communication and relationships, functioning of Board Committees, review of performance of Executive
Directors, succession planning, strategic planning, etc.
* Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency
of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness
of its advice/recommendation to the Board, etc.
* Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee
meetings, representation of shareholder interest and enhancing shareholder value, experience, and expertise
to provide feedback and guidance to top management on business strategy, governance, risk and understanding
of the organization''s strategy, etc.
* Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017
12. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meet with the criteria of independence as
prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1 )(b) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5.
13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from
other business matters.
The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board / Committee
meetings is generally circulated at least a week prior to the date of the meeting.
During the year under review, six (6) Board Meetings and four (4) Audit committee meetings were convened and held.
Details of each such meeting are given in the Corporate Governance Report which forms a part of this Annual Report.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
14. COMMITTEES OF THE BOARD
During the financial year 2024-25, the Company had three (3) Committees of the Board, namely
* Audit Committee
* Nomination and Remuneration Committee
* Stakeholders Relationship Committee
The Board decides the terms of reference for these committees. Minutes of meetings of the Committees are
placed before the Board for information. The details as to the composition, terms of reference, number of
meetings and related attendance, etc. of these Committees are provided in detail, in the Corporate
Governance Report which forms a part of this Annual Report.
15. NOMINATION AND REMUNERATION POLICY:
The Nomination & Remuneration Committee of the Board of Directors has adopted a policy which deals with the
manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in
compliance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and is available on
the Company''s website at www.shivagrico.in
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work perform by the internal, statutory and secretarial auditors, including audit of internal financial controls
over financial reporting by the statutory auditors, and the reviews performed by the Audit Committee, the Board is of the
opinion that the Company''s internal financial controls were adequate and effective during financial year 2024-25.
17. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 134 (3)(o) and 135(1) of the Companies Act, 2013 read with Rule 8 of Companies (CSR)
rules is not applicable to the Company as it is not falling under the criteria mentioned in the Act.
18. STATUTORY AUDITORS AND AUDITOR''S REPORT:
M/s. Ambavat Jain & Associates LLP (Firm registration No. 109681W), were appointed as Statutory Auditors of the
Company at 44rd Annual General Meeting held on 22nd September, 2022, to hold office till the conclusion of the 48th
Annual General Meeting.
The Auditor''s Report for the financial year ended 31st March, 2025 on financial statements of the Company is a part
of this report and is annexed to this Annual Report.
The Auditor''s Report does not contain any qualification, reservation or adverse remark on the financial statements
for the year ended 31st March, 2025.
The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any
other comments. The Auditors Report contains an unmodified opinion.
19. SECRETARIAL AUDITORS AND AUDITORS REPORT.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. A.D. Parekh & Associates
a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year
2024-25.
The Secretarial Audit Report (Annexure-B) forms a part of the Board''s report to the Members.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. However, the
Secretarial Audit Report contains the remark that - there was a delay in filing one e-form required to be submitted
to the Registrar of Companies.
Board''s Reply: There was a delay in filing e-forms. However, the form has been filed with additional fees. The
delayed filings do not have any adverse effect on the financial statements or the functioning of the Company.
20. COST AUDITOR:
The provisions of Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.
21. REPORTING OF FRAUD BY AUDITORS
During the Financial Year 2024-25 under review, neither the Statutory Auditors nor the Secretarial Auditor have
reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed
against your Company by its officers or employees, the details of which would need to be mentioned in this
Report.
22. RISK MANAGEMENT POLICY
Pursuant to clause 15 (2) (a) of SEBI (Listing Obligation and Disclosure Requirement), Regulation, 2015
compliance with Corporate Governance provisions as specified under Regulations 17 to 27 and clauses (b) to (i)
of sub-regulation (2) of Regulation 46 and Para C, D, and E of Schedule V of SEBI (Listing Obligation and
Disclosure Requirement), Regulations, 2015 are not applicable to the Company; however, the Company operates
with well-defined risk management policy to identify measures to mitigate various business risks.
The Company has evolved risk management policy identifying primary risk and secondary risk. Primary risk
includes manpower development, product efficiency, fluctuation in price of raw materials and competition. Although
the profitability of the company may be affected on account of these risk factors, Board has not identified any risk
which threatens the existence of the Company.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY:
All related party transactions that were entered into during the financial year were on an arm''s length basis and
were in the ordinary course of business. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee and also the Board for their approval. Prior
omnibus approval of the Audit Committee is obtained for the transactions, which are of a foreseen and repetitive nature.
The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of
all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.
The transactions with the related parties are disclosed in Note No. 37 to the ''Notes on Accounts'' forming part of
the Financial Statements and form AOC-2 is annexed as Annexure A.
25. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the Annual Return for the financial year
2024-25 is available on the Company''s website at www.shivagrico.in
26. PERSONNEL/PARTICULARS OF EMPLOYEES:
The company continues to maintain cordial relationship with its workforce.
There were no employees during the whole or part of the year that were in receipt of remuneration in excess of
limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 201 4.
The total number of employees employed with your company as 31st March, 2025 is 248 as compared to 248 as on
31st March, 2024.
27. MANAGERIAL REMUNERATION
During the year under review, the Company has not paid any remuneration, sitting fees for attending Board/
Committee Meetings and Commission to any of its directors.
28. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
During the year under review, no remuneration has been paid to any of the directors, and hence the ratio of
remuneration of each Director to the median of the employees has not been calculated.
29. CORPORATE GOVERNANCE:
The Paid-up Equity Share Capital and Net Worth as per Audited Balance Sheet as at 31st March, 2025 of our company is Rs.
501.36 lakhs and Rs. 747.10 lakhs respectively. In view of the same and pursuant to clause 15 (2) (a) of SEBI (LODR)
Regulations, 2015, the compliance with the Corporate Governance provisions as specified of Regulations 17 to 27 and
clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of SEBI (LODR) Regulations,
2015 shall not apply to our company.
However, as a matter of good corporate Governance practice, a detailed report on the Corporate Governance system
and practices of the Company forming party of this report is given as a separate section of the Annual report.
30. MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis on the business and operations of the company forming part of this report
is given as a separate section of the annual report.
31. DEPOSITS:
The Company has not accepted any deposits from public within the purview of provisions of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review
and no amount of principal or interest on fixed deposits was outstanding as on the Balance Sheet Date.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with the provisions of pursuant to Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) (A) & (B) of the Companies (Accounts) Rules, 201 4, as amended from time to time, regarding
conservation of energy and technology absorption is given in the statement annexed as Annexure C hereto and
forming part of the report.
33. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
No material changes and commitments which could affect the company''s financial position that have occurred
between the end of the financial year of the Company and date of this report.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:
There is no significant material order passed by the Regulators/ Courts which would impact the going concern
status of your Company and its future operations.
35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 (''Act'') and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC). No
complaints have been received on Sexual harassment for the financial year ending 31st March 2025. The
Company is committed to providing a safe and conducive work environment.
36. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees of the Company
to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against victimization of persons
who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate
or exceptional cases. The policy is also available on the website of the Company at www.shivagrico.in
37. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of earnings and expenditure in foreign currency are given in Note no. 41 in the Notes Forming Part of
the Financial Statement.
38. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading)
Regulations, 2015.
39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Your Company has not declared any dividend during the last seven years and accordingly there are no unpaid or
unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF).
40. CASH FLOW STATEMENT:
In conformity with the Accounting Standard-3 issued by the Institute of Chartered Accountants of India and the provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Cash Flow Statement for the year
ended 31st March, 2025 is annexed to the accounts.
41. AMOUNT TRANSFER TO RESERVES:
During the year under review, the Company does not propose to transfer any amount to reserves pursuant to the
provisions of Section 134(3)(j) of the Companies Act, 2013.
42. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to BSE Limited where the
Company''s Shares are listed.
43. SECRETARIAL STANDARDS ISSUED BY ICSI:
The Company is in compliance with all the applicable Secretarial Standards as specified by the Institute of
Company Secretaries of India (ICSI).
44. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs (MCA) on 16th February, 2015 notified that Indian Accounting Standards (Ind AS)
are applicable to certain classes of Companies from 1st April, 2016 with a transition date of April 1, 2015. Ind AS
has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ) read
with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from 1st April, 2017
and since then the company continues to follow the same.
45. RISKS AND CONCERNS:
In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the
growth plans of the Company are imperative. The main risks inter alia include strategic risk, operational risk,
financial risk and compliances & legal risk.
46. DISCLAIMER:
Certain statement in the management discussion and analysis may be forward looking within the meaning of
applicable securities laws and regulations and actual results may differ materially from those expressed or
implied. Factors that would make differences to Company''s operations include competition, price realization,
changes in government policies and regulations, tax regimes, economic development and other incidental factors.
47. INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial during the year. Your directors recognize
and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees during
the year under review.
48. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKUPTCY CODE,
2016 (IBC) :
No application has been filed for corporate insolvency resolution process, by a financial or operational creditor or
by the Company under the IBC before the National Company Law Tribunal.
49. ACKNOWLEDGMENTS:
Yours Company and its Directors wish to sincerely thank all the customers, financial institutions, creditors etc. for
their continuing support and co-operation.
Yours directors express their appreciation for the dedicated and sincere services rendered by the employees of the
Company and also sincerely thank the shareholders for the confidence reposed by them in the company and from
the continued support and co-operation extended by them.
For and on behalf of the Board of Directors
For Shivagrico Implements Limited
Sd/-
Vimalchand Jain
Place: Mumbai Chairman & Managing Director
Date: 27-05-2025 DIN : 00194574
Mar 31, 2024
Your directors have pleasure in presenting the Forty-Fifth Annual Report of the Shivagrico Implements Limited (the âCompanyâ)
along with the Audited Financial Statements for the Financial Year Ended 31st March, 2024.
1. FINANCIAL RESULTS:
|
(Rupees in Lakhs) |
||
|
Particulars |
31-03-2024 |
31-03-2023 |
|
Total Income |
4360.29 |
4193.03 |
|
Profit before Depreciation, Interest & Tax |
261.08 |
256.69 |
|
Depreciation |
135.25 |
138.64 |
|
Interest |
109.63 |
103.02 |
|
Profit (Loss) before Tax |
16.20 |
15.03 |
|
Provision for Tax-[Net] |
9.15 |
4.91 |
|
Profit (loss) after Tax |
7.05 |
10.12 |
2. PERFORMANCE & RESULTS:
The Total turnover of the company during the year review was Rs. 4360.29 Lakhs as compared to Rs. 4193.03 Lakhs
in the year 2022-2023, an increase of 4%. The company has earned a net Profit after tax of Rs. 7.05 Lakhs as
compared to net profit after tax of Rs. 10.12 Lakhs in the corresponding previous year. The drop in profit is mainly
due to drop in conversion Charges and Job work.
3. OPERATIONS AND FUTURE PLANS
Looking to the present scenario the management of the company has taken following steps:
a) EXPORT:
Export in the current year were Rs. 902.19 Lacs (25.22% of Sales) as against of Rs. 622.54 Lacs (18.70% of
Sales) in the previous year. The increase in Export sales is about 45% as compared to previous year.
b) NEW PRODUCT DEVELOPMENT
The company is also developing new variants in existing products and is also closely working to develop new
techniques in Rolling Special Profiles to boost Make in India Scheme by closely working with other groups for
special products of National Interest.
c) Boost up Home Market activities
The company is increasing it''s distributor network Pan India.
4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:
There is no Change in the nature of Business of the company during the Financial Year 2023-24.
5. DIVIDEND:
In order to conserve the resources, your Board of Directors regrets its inability to declare dividend for the year 2023¬
24.
6. ISSUE OF SHARES:
The Company during the year under review has not issued any shares including Sweat Equity Shares or Shares with
differential rights or under Employee Stock option scheme nor did it buy-back any of its shares.
7. BORROWINGS:
The total long term and short borrowings as at 31st March, 2024 stood at Rs. 1917.21 lacs as against of Rs.
1697.72 lacs as on 31st March, 2023.
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES :
Since the Company has no subsidiaries, Associates and Joint Ventures provisions of Section 134(3)(q) of the
Companies Act, 2013 read with Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 are not applicable.
9. CAPITAL EXPENDITURE
During the financial year 2023-24 the Company''s outlay towards capital expenditure towards fixed assets was Rs.
318.93 lakhs.
10. DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with Section 134(3) (c) of the Companies Act, 2013, your directors, on the basis of information made
available to them, confirm the following for the year under review:
(i) In the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable
accounting standards had been followed and that no material departures have been made from the same.
(ii) They have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit of the company for that period;
(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities.
(iv) They have prepared the annual accounts on a going concern basis.
(v) They have laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively; and
(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
11. DIRECTORS:
A. Changes in directors and Key Managerial Personnel
Directors retiring by rotation
In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of
determining the Directors liable to retire by rotation, the Independent Directors are not included in the total number of
Directors of the Company. Accordingly, Mr. Hemant Ranawat (DIN: 00194870), shall retire by rotation at the ensuing
Annual General Meeting and being eligible has offered himself for re-appointment as a Director of the Company.
Director''s Appointment
Upon the recommendation of Nomination and Remuneration Committee, Mr. Vimalchand Jain was appointed
as Managing Director of the Company pursuant to Section 196 of the Companies Act, 2013 and other
applicable provisions (including any statutory modification(s) or re-enactment thereof) if any, of the Companies
Act, 2013 w.e.f. 14th August, 2023.
Mr. Bhupesh Shah was appointed as an Independent Director of the Company pursuant to section 161 of the
Companies Act, 2013 and other applicable provisions (including any statutory modification(s) or re-enactment
thereof) if any, of the Companies Act, 2013 by the Board of Directors w.e.f. 14th August, 2023.
Mrs. Priyanka Shah was appointed as an Additional / Independent Director of the Company pursuant to section
161 of the Companies Act, 2013 and other applicable provisions (including any statutory modification(s) or re¬
enactment thereof) if any, of the Companies Act, 2013 by the Board of Directors w.e.f. 29th February, 2024.
Justification for Appointment: The Appointee has understanding of Finance, Business Management, Trading
and Securities & Corporate laws which is valuable to our company''s objective.
Pursuant to the provisions of Section 149 of the Act, Mr. Bhupesh Babulal Shah and Mrs. Priyanka Shah have
submitted the declaration that they meet the criteria of independence as provided in Section 149(6) of the Act
along with Rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations and also
complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
A resolution seeking shareholders'' approval for the appointment of Mrs. Priyanka Shah, forms part of the Notice.
The shareholders have already passed the resolutions for appointment of Mr. Vimalchand Jain as a Managing
Director and regularization of appointment of Mr. Bhupesh Shah as a Non Executive Independent Director at the
44th Annual General Meeting.
Brief profile of the Directors proposed to be appointed / re-appointed as required under Regulation 36 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - II
(General Meeting), are part of the Notice convening the Annual General Meeting.
Expiration of Term of Independent Director
Term of office of Mr. Bhavesh Shah, who was appointed as an Independent Director on 29th September, 2018
for a period of five years, expired on 23rd September, 2023. The Board places on record its appreciation for his
invaluable contribution and guidance provided to the Company over the years
Term of office of Mr. Hemant Ranawat, who was appointed as Whole Time Director of the Company w.e.f. 25th
June, 2021 for a period of three years, expired on 24th June, 2024. However, Mr. Hemant Ranawat continues to
serve as an Executive Director and Chief Financial Officer (CFO) of the Company.
Appointment/Resignation of Company Secretary and Key Managerial Personnel
During the year under review, there is no change in Key Managerial Personnel (KMP) as defined under section
2(51) and 203 of the Companies Act, 2013.
B. Annual Evaluation of Board of Directors, its committees and individual Directors:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual evaluation of its own performance, the
directors individually, as well as the working of its committees.
The performance of Board, Committees and Individual Directors was evaluated on the basis of criteria such as:
* Evaluation of the Board was based on criteria such as composition and role of the Board, Board
communication and relationships, functioning of Board Committees, review of performance of Executive
Directors, succession planning, strategic planning, etc.
* Evaluation of Committees was based on criteria such as adequate independence of each Committee,
frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees
and effectiveness of its advice/recommendation to the Board, etc.
* Evaluation of Directors was based on criteria such as participation and contribution in Board and
Committee meetings, representation of shareholder interest and enhancing shareholder value,
experience, and expertise to provide feedback and guidance to top management on business strategy,
governance, risk and understanding of the organization''s strategy, etc.
* Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017
12. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meet with the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1 )(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from
other business matters.
The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board / Committee
meetings is generally circulated at least a week prior to the date of the meeting.
During the year under review, seven (7) Board Meetings and five (5) Audit committee meetings were convened and
held. Details of each such meeting are given in the Corporate Governance Report which forms a part of this Annual
Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
14. COMMITTEES OF THE BOARD
During the financial year 2023-24, the Company had three (3) Committees of the Board, namely
* Audit Committee
* Nomination and Remuneration Committee
* Stakeholders Relationship Committee
The Board decides the terms of reference for these companies. Minutes of meetings of the Committees are
placed before the Board for information. The details as to the composition, terms of reference, number of
meetings and related attendance, etc. of these Committees are provided in detail, in the Corporate Governance
Report which forms a part of this Annual Report.
15. NOMINATION AND REMUNERATION POLICY:
The Nomination & Remuneration Committee of the Board of Directors has adopted a policy which deals with the
manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in
compliance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and is available on the
Company''s website at www.shivagrico.in
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work perform by the internal, statutory and secretarial auditors, including audit of internal financial
controls over financial reporting by the statutory auditors, and the reviews performed by the Audit Committee, the
Board is of the opinion that the Company''s internal financial controls were adequate and effective during financial
year 2023-24.
17. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 134 (3)(o) and 135(1) of the Companies Act, 2013 read with Rule 8 of Companies (CSR)
rules is not applicable to the Company as it is not falling under the criteria mentioned in the Act.
18. STATUTORY AUDITORS AND AUDITOR''S REPORT:
M/s. Ambavat Jain & Associates LLP (Firm registration No. 109681W), were appointed as Statutory Auditors of the
Company at 43rd Annual General Meeting held on 22nd September, 2022, to hold office till the conclusion of the 47th
Annual General Meeting.
The Auditor''s Report for the financial year ended 31st March, 2024 on financial statements of the Company is a part
of this report and is annexed to this Annual Report.
The Auditor''s Report does not contain any qualification, reservation or adverse remark on the financial statements
for the year ended 31st March, 2024.
The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any other
comments. The Auditors Report contains an unmodified opinion.
19. SECRETARIAL AUDITORS AND AUDITORS REPORT.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. A.D. Parekh & Associates a
firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year
2023-24.
The Secretarial Audit Report (Annexure-B) forms a part of the Board''s report to the Members.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. However, the
Secretarial Audit Report contains the remark that - there was a delay in filing certain e-forms required to be
submitted to the Registrar of Companies.
Board''s Reply: There was a delay in filing the e-forms. However, these forms have been filed with additional fees.
The delayed filings do not have any adverse effect on the financial statements or the functioning of the Company.
20. COST AUDITOR:
The provisions of Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.
21. REPORTING OF FRAUD BY AUDITORS
During the Financial Year 2023-24 under review, neither the Statutory Auditors nor the Secretarial Auditor have
reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed
against your Company by its officers or employees, the details of which would need to be mentioned in this Report.
22. RISK MANAGEMENT POLICY
Pursuant to clause 15 (2) (a) of SEBI (Listing Obligation and Disclosure Requirement), Regulation, 2015
compliance with Corporate Governance provisions as specified under Regulations 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of Regulation 46 and Para C, D, and E of Schedule V of SEBI (Listing Obligation and Disclosure
Requirement), Regulations, 2015 are not applicable to the Company; however, the Company operates with well-
defined risk management policy to identify measures to mitigate various business risks.
The Company has evolved risk management policy identifying primary risk and secondary risk. Primary risk includes
manpower development, product efficiency, fluctuation in price of raw materials and competition. Although the
profitability of the company may be affected on account of these risk factors, Board has not identified any risk which
threatens the existence of the Company.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY:
All related party transactions that were entered into during the financial year were on an arm''s length basis and were
in the ordinary course of business. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee and also the Board for their approval. Prior
omnibus approval of the Audit Committee is obtained for the transactions, which are of a foreseen and repetitive
nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement
giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for
their approval.
The transactions with the related parties are disclosed in Note No. 37 to the ''Notes on Accounts'' forming part of the
Financial Statements and form AOC-2 is annexed as Annexure A.
25. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the Annual Return for the financial year
2023-24 is available on the Company''s website at www.shivagrico.in
26. PERSONNEL/PARTICULARS OF EMPLOYEES:
The company continues to maintain cordial relationship with its workforce.
There were no employees during the whole or part of the year that were in receipt of remuneration in excess of limits
as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
The total number of employees employed with your company as 31st March, 2024 is 248 as compared to 246 as on
31st March, 2023.
27. MANAGERIAL REMUNERATION
During the year under review, the Company has not paid any remuneration, sitting fees for attending Board/
Committee Meetings and Commission to any of its directors.
28. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
During the year under review, no remuneration has been paid to any of the directors, and hence the ratio of
remuneration of each Director to the median of the employees has not been calculated.
29. CORPORATE GOVERNANCE:
The Paid-up Equity Share Capital and Net Worth as per Audited Balance Sheet as at 31st March, 2024 of our
company is Rs. 501.36 lakhs and Rs. 709.31 lakhs respectively. In view of the same and pursuant to clause 15 (2)
(a) of SEBI (LODR) Regulations, 2015, the compliance with the Corporate Governance provisions as specified of
Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V
of SEBI (LODR) Regulations, 2015 shall not apply to our company.
However, as a matter of good corporate Governance practice, a detailed report on the Corporate Governance system
and practices of the Company forming party of this report is given as a separate section of the Annual report.
30. MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis on the business and operations of the company forming part of this report
is given as a separate section of the annual report.
31. DEPOSITS:
The Company has not accepted any deposits from public within the purview of provisions of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review
and no amount of principal or interest on fixed deposits was outstanding as on the Balance Sheet Date.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with the provisions of pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) (A) & (B) of the Companies (Accounts) Rules, 2014, as amended from time to time, regarding conservation of energy
and technology absorption is given in the statement annexed as Annexure C hereto and forming part of the report.
33. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
No material changes and commitments which could affect the company''s financial position that have occurred
between the end of the financial year of the Company and date of this report.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:
There is no significant material order passed by the Regulators/ Courts which would impact the going concern
status of your Company and its future operations.
35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 (''Act'') and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC). No
complaints have been received on Sexual harassment for the financial year ending 31st March 2024. The Company
is committed to providing a safe and conducive work environment
36. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees of the
Company to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against
victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit
Committee in appropriate or exceptional cases. The policy is also available on the website of the Company at
www.shivagrico.in
37. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of earnings and expenditure in foreign currency are given in Note no. 41 in the Notes Forming Part of the
Financial Statement.
38. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading)
Regulations, 2015.
39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Your Company has not declared any dividend during the last seven years and accordingly there are no unpaid or
unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF).
40. CASH FLOW STATEMENT:
In conformity with the Accounting Standard-3 issued by the Institute of Chartered Accountants of India and the
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Cash Flow
Statement for the year ended 31st March, 2024 is annexed to the accounts.
41. AMOUNT TRANSFER TO RESERVES:
During the year under review, the Company does not propose to transfer any amount to reserves pursuant to the
provisions of Section 134(3)(j) of the Companies Act, 2013.
42. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to BSE Limited where the
Company''s Shares are listed.
43. SECRETARIAL STANDARDS ISSUED BY ICSI:
The Company is in compliance with all the applicable Secretarial Standards as specified by the Institute of Company
Secretaries of India (ICSI).
44. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs (MCA) on 16th February, 2015 notified that Indian Accounting Standards (Ind AS) are
applicable to certain classes of Companies from 1st April, 2016 with a transition date of April 1, 2015. Ind AS has
replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ) read with
Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from 1st April, 2017 and
since then the company continues to follow the same.
45. RISKS AND CONCERNS:
In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the
growth plans of the Company are imperative. The main risks inter alia include strategic risk, operational risk,
financial risk and compliances & legal risk.
46. DISCLAIMER:
Certain statement in the management discussion and analysis may be forward looking within the meaning of
applicable securities laws and regulations and actual results may differ materially from those expressed or implied.
Factors that would make differences to Company''s operations include competition, price realization, changes in
government policies and regulations, tax regimes, economic development and other incidental factors.
47. INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial during the year. Your directors recognize and
appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees during the year
under review.
48. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKUPTCY CODE,
2016 (IBC) :
No application has been filed for corporate insolvency resolution process, by a financial or operation creditor or by
the Company under IBC before the National Company Tribunal.
49. ACKNOWLEDGMENTS:
Yours Company and its Directors wish to sincerely thank all the customers, financial institutions, creditors etc. for
their continuing support and co-operation.
Yours directors express their appreciation for the dedicated and sincere services rendered by the employees of the
Company and also sincerely thank the shareholders for the confidence reposed by them in the company and from
the continued support and co-operation extended by them.
For and on behalf of the Board of Directors
For Shivagrico Implements Limited
Sd/-
Vimalchand Jain
Place: Mumbai Chairman & Managing Director
Date: 18-07-2024 DIN : 00194574
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Thirty sixth Annual
Report of the Company along with the Audited Statements of Accounts for
the year ended 31st March, 2015.
1. FINANCIAL RESULTS:
(Rupees in Lakhs)
Particulars 31-03-2015 31-03-2014
Total Income 434.13 2620.31
Profit before Depreciation,
interest & Tax 181.50 175.00
Less: Depreciation 102.27 100.07
Interest 71.98 62.22
Profit before Tax 7.25 12.71
Provision for Tax 2.28 3.77
Profit after Tax 4.97 8.94
Balance brought forward from
earlier year adjusted 272.20 263.26
Less Additional Depreciation 1.33 0
Add : Profit for the year 4.97 8.94
Balance carried to Balance Sheet 275.84 272.20
2. PERFORMANCE & RESULTS:
The Total turnover of the Company during the year under review was
Rs.2434.13 lacs as compared to Rs.2620.31 lacs in the year 2013-2014.
The Decrease in the profit after tax (PAT) from Rs.8.94 lacs to Rs.4.97
lacs is on account of increase in the cost of production.
3. OPERATIONS AND FUTURE PLANS:
Looking at the present scenario, the management of the Company has
taken following steps:
(a) EXPORT
The Company is exporting its various products in the overseas market
directly and indirectly. For export prospects, the Directors of the
Company visited China, Germany, Sri Lanka & USA. They also attended
Hardware shows in China & USA.
(b) NEW PRODUCT DEVELOPMENT
The Company has already developed and added similar/identical more
products in its portfolio to cater the needs of the export and home
market.
(c) FUEL EFFICIENCY
The Company has entered into agreement with "BOASCH LTD" for improving
the efficiency of the furnaces and have successfully completed project
for the Waste Heat Recovery System. The Waste Heat Recovery System will
improve the efficiency of the existing furnace by minimum 15%. This
will save approximately Rs.15.00 Lacs p.a. Further, steps are being
taken to achieve higher efficiency.
(d) INSTALLATION OF ROUGHING MILL
To achieve higher capacity utilization in the present rolling mills, a
roughing mill has been installed. This will enable the Company to
utilize the rolling capacity and increase the efficiency. This will
give better sales volume in respect of rolled products from September
2015 onwards
4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:
From export prospects, the Company plans to export its products duly
fitted with handles. The handles are of different categories and as per
the requirement of the buyers. Company will offer its products with
ceramic fiber moulded handles. Though this is not a material change in
the existing product range, it will result in a higher value added to
the products.
5. DIVIDEND:
In order to conserve the financial resources of the Company, your Board
of Directors regret their inability to declare dividend for the year
2014-2015.
6. FIXED DEPOSITS:
The Company has not accepted any deposits from public within the
purview of provisions of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposit) Rules, 2014 during the year
under review and no amount of principal or interest on fixed deposits
was outstanding as on the Balance sheet date.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
8. DIRECTORS:
In terms of Section(s) 149, 152 and all other applicable provisions of
the Companies Act, 2013, for the purpose of determining the Directors
liable to retire by rotation, the Independent Directors are not
included in the total number of Directors of the Company. Accordingly,
Mr. Hemant Ranawat (DIN: 00194870) shall retire by rotation at the
ensuing Annual General Meeting and being eligible has offered himself
for re-appointment as a Director of the Company.
Mr. Narpatmal Singhvi, Mr. Bhavesh Shah and Mr. Karan Singh Chauhan
were appointed as an Independent Director in the Thirty Fifth Annual
General Meeting held on 11th September, 2014 to hold office for a term
upto the conclusion of the 39th Annual General Meeting of the Company
in the calendar year 2018.
Mr. Narpatmal Singhvi resigned from the office of Director of the
Company with effect from 31st March, 2015. The management places on
record its appreciation for the valuable services rendered by him
during his tenure as the Director of the Company
Ms. Manju Singhvi was appointed as an Additional Director in the
Company pursuant to the provisions of section 161 of the Companies Act,
2013 and other applicable provisions, if any, of the Companies Act,
2013 by the Board of Directors at their meeting held on 31st March,
2015.
In terms of section 149 of the Companies Act, 2013, Ms. Manju Singhvi
being eligible and offering herself for appointment, is proposed to be
appointed as an Independent Director under section 149 of the Companies
Act, 2013 to hold office for a term upto the conclusion of the 40th
Annual General Meeting of the Company in the calendar year 2019."
In the opinion of the Board, Ms Manju Singhvi fulfil the condition
specified in the Companies Act, 2013 and rules made thereunder for
their appointment as an Independent Director of the Company and are
Independent of the management.
The proposal regarding the appointment/re-appointment of the aforesaid
Directors is placed for your approval. The Board of Directors
recommends their appointment/re-appointment.
Brief profiles of the Directors proposed to be appointed/re-appointed
as required under Clause 49 of the Listing Agreement, are part of the
Notice convening the Annual General Meeting.
a) PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration Committees
b) 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 in accordance with the
provisions of sub-section (3) of Section 178 of the Companies Act,
2013.
(c) MEETINGS OF BOARD AND COMMITTEES:
During the year under review, the Board meetings convened and held
seven (7) times i.e. on 30th May, 2014, 14th August, 2014, 11th
September, 2014, 13th November, 2014, 23rd November, 2014, 12th
February, 2015 and 31st March, 2015. Details of all Board Committees
along with their composition and meetings held during the year under
review are given in the Corporate Governance Report. The intervening
gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
(d) REMUNERATION TO DIRECTORS:
During the year under review, the Company has not paid any
remuneration, sitting fees for attending Board/ Committee Meetings and
Commission to any of its Directors.
(e) DECLARATION BY AN INDEPENDENT DIRECTORS:
All the Independent Directors have given declarations that they meet
with the criteria of independence as prescribed under sub-section (6)
of Section 149 of the Companies Act, 2013 and under Clause 49 of the
Listing Agreement with the Stock Exchange.
9. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
(i) in the preparation of the annual financial statements for the year
ended March 31, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures,
if any;.
(ii) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of the
company for that period;.
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
(iv) the directors had prepared the annual accounts on a going concern
basis.
(v) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
(vi) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
10. INDUSTRIAL RELATIONS:
The industrial relations continued to be generally peaceful and cordial
during the year. Your Directors recognize and appreciate the sincere
and hard work, loyalty, dedicated efforts and contribution of all the
employees during the year under review.
11. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF) pursuant to the provisions of section 125 of the Companies Act,
2013 read with relevant rule, if any, applicable.
12. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee
and also the Board for their approval. Prior omnibus approval of the
Audit Committee is obtained for the transactions, which are of a
foreseen and repetitive nature. The transactions entered into pursuant
to the omnibus approval so granted are audited and a statement giving
details of all related party transactions is placed before the Audit
Committee and the Board of Directors for their approval on a quarterly
basis.
The transactions with the related parties are disclosed in Note No. 30
to the 'Notes on Accounts forming part of the Annual Report.
13. CASH FLOW STATEMENT:
In conformity with the Accounting Standard - 3 issued by the Institute
of Chartered Accountants of India and the provisions of Clause 32 of
the Listing Agreement with the BSE Limited, the Cash Flow Statement for
the year ended March 31, 2015 is annexed to the accounts.
14. PARTICULARS OF EMPLOYEES:
There were no employees during the whole or part of the year who were
in receipt of remuneration in excess of limits as covered under the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information in accordance with the provisions of pursuant to Section
134(3)(m) of the Companies Act, 2013 re ad with Rule 8(3) (A) & (B) of
t he Companies (Accounts) Rules, 2014, as amended from time to time,
regarding conservation of energy and technology absorption is given in
the statement annexed as Annexure A hereto and forming part of the
report
FOREIGN EXCHANGE EARNINGS AND OUTGO:
(In Rupees)
Particulars 2014-15 2013-14
Foreign Exchange earned 1,11,10,660 4,90,400
Foreign Exchange used 1,32,255 Nil
16. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the BSE Limited, a
separate report on Corporate Governance is enclosed herewith as
Annexure -B together with a Certificate from the Company's Auditors
confirming compliance of conditions on Corporate Governance.
17. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT - 9 is annexed herewith as Annexure - C.
18. CORPORATE SOCIAL RESPONSIBILITY:
During the year under review, the Company does not meet any of the
criteria as set out in Section 135 of the Companies Act, 2013 and
Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence,
the requirement for furnishing the details of Corporate Social
Responsibility is not applicable to the Company
19. RISK MANAGEMENT POLICY:
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee. The details of
Committee and its terms of reference are set out in the Corporate
Governance Report forming part of the Board's Report.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS,
IF ANY:
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of your Company and
its future operations.
21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. To maintain its objectivity
and independence, the Internal Audit function reports to the Chairman
of the Audit Committee of the Board.
22. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
The slowdown in the world market is continuing and steel prices have
also taken a hit. The prices of steel have gone down by approximately
35% on year to year basis. After the Balance sheet date, prices of
steel have gone down by 25%. Quarterly result has also suffered on
account of this.
The management of the Company is striving hard and putting up various
strategies like Development of similar new products, improving the
efficiency, diversification of the market and economizing its
operations, which would result in increase of its share in business
despite slow down
23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism (Whistle Blower Policy)
for Directors and employees of the Company to report genuine concerns.
The Whistle Blower Policy provides for adequate safeguards against
victimisation of persons who use such mechanism and make provision for
direct access to the Chairperson of the Audit Committee in appropriate
or exceptional cases. The policy is also available on the website of
the Company: www.shivagrico.com
24. AUDITORS:
Statutory Auditor:
At the Annual General Meeting (AGM) held on 11th September, 2014, M/s
Sanghvi Sanghvi & Sanghvi, Chartered Accountants, Mumbai were appointed
as statutory auditors of the Company to hold office from the conclusion
of this Annual General meeting until the conclusion of the 38th Annual
General Meeting
In terms of the provision of Section 139(1) of the Companies Act, 2013,
the appointment shall be placed for ratification at every AGM.
Accordingly, the appointment of M/s Sanghvi Sanghvi & Sanghvi,
Chartered Accountants, as statutory auditors of the Company is placed
for ratification by the shareholders. In this regards, the Company has
received a Certificate from the auditors confirming to the effect that
if they are re-appointed, it would be in accordance with provisions of
Section 141 of the Companies Act, 2013 and consent letter to act as an
Auditor to that effect.
Cost Auditor:
Pursuant to section 148 of the Companies Act, 2013, read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of
Directors on the recommendation of the Audit Committee, re-appointed
M/s. Chittora & Co, Cost Accountants as Cost Auditors of the Company
for the financial year 2015-16 on a remuneration of Rs. 7500/- (Rupees
Seven Thousand Five Hundred Only) plus service tax as applicable for
the said financial year and requested the Members to ratify the
remuneration as recommended above.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s N. Bagaria &
Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial year 2014-15. The
Secretarial Audit Report (e-form MR-3) is annexed herewith as
Annexure-D.
25. AUDITORS REPORT:
The notes on financial statements referred to in the Auditors Report
are self - explanatory and do not call for any other comments. The
Auditors Report does not contain any qualifications, reservations or
adverse remarks.
The company is in the process of appointing company secretary pursuant
to the provisions of Section 203 of the Companies Act, 2013. Necessary
steps have been initiated to appoint a Company Secretary.
26. KEY MANAGERIAL PERSONNEL:
During the year under review, no person falling within the definition
of Key Managerial Personnel (KMP) as defined under section 2(51) and
203 of the Companies Act, 2013 was appointed on the Board of the
Company or resigned from the Company.
27. AMOUNT TRANSFER TO RESERVES:
During the year under review, the Company does not propose to transfer
any amount to its Reserves pursuant to the provisions of section
134(3)(j) of the Companies Act, 2013.
28. ISSUE OF SHARES:
The Company during the year under review has not issued any Sweat
equity shares or shares with differential rights or under Employee
stock option scheme nor did it buy - back any of its shares.
29. SUBSIDIARIES:
The Company has no subsidiaries.
30. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE Limited only.
31. SEXUAL HARASSMENT:
During the year under review, there were no cases filed or reported
pursuant to the sexual harassment of women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
32. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
During the year under review, no remuneration has been paid to any of
the directors, and hence the ratio of remuneration of each Director to
the median of the employees has not been calculated.
33. ACKNOWLDEGEMENTS:
Your Company and its Directors wish to sincerely thanks all the
customers, financial institutions, creditors etc for their continuing
support and co-operation.
Your Directors express their appreciation for the dedicated and sincere
services rendered by the employees of the Company and also sincerely
thank the shareholders for the confidence reposed by them in the
Company and from the continued support and co-operation extended by
them.
For Shivagrico Implements Limited
Sd/-
Vimalchand Jain
Director
Place: - Mumbai DIN: 00194574
Date: - 30.05.2015 Address: 1802, 18th Floor,
The Majestic, Anna Saheb
Patil Marg, Sayani Road,
Khed Gully X Lane,
Prabhadevi, Mumbai - 25
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting the Thirty Fifth - Annual
Report together with the Audited Statements of Account of the Company
for the year ended 31st March, 2014.
FINANCIAL RESULTS :
The Financial Performance of the Company for the year ended 31st March,
2014 is summarized below.
(Rupees in Lakhs)
31-03-2014 31-03-2013
Sales and Other Income 2620.31 3025.28
Profit before Depreciation. 174.99 171.32
Interest and Tax
Less : Depreciation 100.06 76.27
Interest 62.22 64.67
Profit before tax 12.71 30.38
Less: Income Tax 3.77 2.10
Profit after tax 8.94 28.28
Profit brought forward from 147.67 119.39
earlier Year adjusted
Balance Profit carried forward 156.61 147.67
PERFORMANCE REVIEW:
The Total turnover of the company during the year under review was Rs.
2620.31 Lacs as compared to Rs. 3025.28 Lacs in the year 2013.The
decrease in profit after tax from Rs. 28.28 Lakhs to Rs. 8.94 Lakhs is
on account of increase in cost of production.
DIVIDEND:
In order to conserve the financial resources of the company, your Board
of Directors regret their inability to declare dividend for the year
ended 31st March 2014.
Fixed Deposit :
The Company has not accepted deposits from public and hence directives
issued by the Reserve Bank of India and the provisions of Section
58A,58AA or any other relevant provisions of the Companies Act, 1956
and the Companies (Acceptance of Deposits) Rules, 1975 are not
applicable for the year under audit.
DIRECTORS :
Retirement by Rotation :
In accordance with the provisions of the Companies Act 2013 and in
terms of Articles of Association of the Company, Mr. Vimalchand Jain
and Mr. Vinit Ranawat, Directors retires by rotation at the ensuing
Annual General Meeting and being eligible offer themselves for
reappointment.
Mr. Narpatmal Sanghvi, Mr. Bhavesh Shah and Br. Karan Singh Chauhan,
are directors whose period of office is liable to determination by
retirement of Directors by rotation under the erstwhile provisions of
the Companies Act, 1956. In terms of section 149 of the Companies Act,
2013 the aforesaid directors being eligible and offering themselves for
appointment, are proposed to be appointed as Independent Director under
section 149 of the Companies Act, 2013 to hold office as per their
tenure of appointment mentioned in the notice of the forth coming
Annual General Meeting of the Company.
In the opinion of the Board .Mr. Narpatmal Sanghvi, Mr. Bhavesh Shah
and Br. Karan Singh Chauhan fulfill the condition specified in the
Companies Act, 2013 and rules made thereunder for their appointment as
Independent Directors of the Company and are Independent of the
management.
The proposal regarding the appointment/re-appointment of the aforesaid
Directors are placed for your approval.
The Board of Directors recommend their appointment/re-appointment.
AUDITORS:
M/s. Sanghvi Sanghvi & Sanghvi, Chartered Accountants will retire at
the forthcoming Annual General Meeting and have expressed their
willingness to continue as Auditors of the Company if appointed.
They have further confirmed that the said appointment if made, would be
within the prescribed limits under section 143(1) (g) of the Companies
Act, 2013 and that they are not disqualified for re-appointment.
In terms of Rule 6 of the Companies (Audit and Auditors)Rules, 2014,
M/s. Sanghvi Sanghvi & sanghvi having held office as Auditor for a
period of 8 years prior to the commencement of the Companies Act, 2013,
are eligible to be appointed as Auditor for a period of Three (3) more
years, that is until the conclusion of Thirty Eight(38) Annual General
Meeting of the Company.
Resolution seeking your approval on the item is included in the Notice
convening the AGM.
The observation made in the Auditors Report are self explanatory and
therefore, do not call for any Further comments under section 217(3) of
the Companies Act, 1956.
COST AUDITORS:
The Board of Directors at their meeting held on 30th May, 2014, has on
the recommendations of the Audit Committee, re-appointed M/s. Chittora
& Co., Cost Accountant, to conduct the audit of the Cost Accounting
records of the Company for the year 20142015 on a remuneration of Rs.
7500/- and reimbursement of actual travel & out of pocket expenses. The
said remuneration is subject to the ratification of the Members in
terms of Section 148 of the Companies Act, 2013 read with Rule 14 of
the Companies (Audit and Auditors) Rules, 2014. The payment of
remuneration to M/s. Chittora & Co. approved by the Board is
accordingly placed for your ratification.
Audit Committee/ Remuneration Committee/Shareholders Committee:
The Board of Directors has constituted three committees i.e. Audit
Committee/ Remuneration Committee/ Shareholders Committee as per the
requirements of Corporate Governance under Listing Agreement. The
majority of members of these Committees are independent & non
executives.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO :
(1) Conservation of Energy, Technology, Absorption: -
Information in accordance with the provisions of Section 217(1) (e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules 1988, regarding conservation
of energy and technology absorption is given in the statement annexed
(Annexure A) hereto and forming part of the report.
PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :
There are no employees who are in receipt of remuneration exceeding the
ceiling limit prescribed under the Companies (Particulars of Employees)
Rules 1975 calling for furnishing their particulars.
CORPORATE GOVERNANCE:
Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchange forms part of the Annual
Report.
A certificate from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated under clause 49 of
the Listing Agreement is annexed to this Report.
DIRECTOR''S RESPONSIBILITY STATEMENT :
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 the Board of Directors with respect to Director''s
Responsibility Statement hereby confirms that:
(a) in preparation of the annual accounts, for the year ended on 31st
March, 2014, the applicable accounting standards have been followed in
the preparation of the final accounts and that there are no other
material departures.
(b) the Accounting policies have been selected and applied consistently
and such judgments and estimates made are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as
at 31st March, 2014 and of the profit of the company for the year ended
on that date.
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the asset of company and for
preventing and detecting fraud and other irregularities; and
(d) the annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT :
Your Directors record their gratitude to the Banks, Financial
Institutions, Government Departments, Vendors and all the clients of
the company for the unstinted support received from them during the
year.
The Directors would also like to place on record their appreciation for
the dedicated efforts and services put in by employees of the Company.
For and on Behalf of the Board of Directors
(Vimalchand Jain)
Chairman
Place: Mumbai
Date: 30th May, 2014
Mar 31, 2013
The Directors have pleasure in presenting the Thirty Fourth - Annual
Report together with the Audited Statements of Account of the Company
for the year ended 31st March, 2013.
FINANCIAL RESULTS
The Financial Performance of the Company for the year ended 31st March,
2013 is summarized below.
(Rupees in Lakhs)
31-03-2013 31-03-2012
Sales and Other Income 3,025.28 2,446.69
Profit before Depreciation. Interest and Tax 171.32 250.56
Less : Depreciation 76.27 80.12
Interest 64.67 56.92
Profit before tax 30.38 113.52
Less: Income Tax 2.10 37.61
Profit after tax 28.28 75.91
Profit brought forward from earlier Year
adjusted 119.39 43.48
Balance Profit carried forward 147.67 119.39
PERFORMANCE REVIEW:
The Total turnover of the company during the year under review was Rs.
3025.28 Lacs as compared to Rs. 2446.69 Lacs in the year 2012.The
decrease in profit after tax from Rs. 75.91 Lakhs to Rs. 28.28 Lakhs is
on account of increase in cost of production mainly.
DIVIDEND:
In order to conserve the financial resources of the company, your Board
of Directors regret their inability to declare dividend for the year
ended 31st March 2013.
DIRECTORS
Retirement by Rotation
In accordance with the provisions of the Companies Act 1956, Br. Karan
Singh Chauhan and Mr. Narpatmal Singhvi Directors of the Company are
due for retirement by rotation and being eligible offer themselves for
reappointment.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, the Board of Directors with respect to Director''s
Responsibility Statement hereby confirms that:
(a) in preparation of the annual accounts, for the year ended on 31st
March, 2013, the applicable accounting standards have been followed in
the preparation of the final accounts and that there are no other
material departures.
(b) the Accounting policies have been selected and applied consistently
and such judgments and estimates made are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as
at 31st March, 2013 and of the profit of the company for the year ended
on that date.
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the asset of company and for
preventing and detecting fraud and other irregularities; and
(d) the annual accounts have been prepared on a going concern basis.
PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:
There are no employees who are in receipt of remuneration exceeding the
ceiling limit prescribed under the Companies (Particulars of Employees)
Rules 1975 calling for furnishing their particulars.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
(1) Conservation of Energy, Technology, Absorption: -
Information in accordance with the provisions of Section 217(1) (e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules 1988, regarding conservation
of energy and technology absorption is as follows:
Note:
The electrical Consumption of Rolling, forging and other activities
have been bifurcated on practical estimate as separate measurement of
consumptions are not feasible.
3. High Speed Diesel (For Generator)
Power Generation : NIL
AUDITORS:
M/s. Sanghvi Sanghvi & Sanghvi, Chartered Accountants will retire at
the forthcoming Annual General Meeting and are eligible for
reappointment. The company has received certificate from them stating
their reappointment, if made would be within the prescribed limit under
section 224(1-B) of the Companies Act,1956.The members are requested to
appoint the auditors and fix their remuneration.
CORPORATE GOVERNANCE:
Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchange forms part of the Annual
Report.
A certificate from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated under clause 49 of
the Listing Agreement is annexed to this Report.
Audit Committee/ Remuneration Committee/Shareholders Committee:
The Board of Directors has constituted three committees i.e. Audit
Committee/ Remuneration Committee/ Shareholders Committee as per the
requirements of Corporate Governance under Listing Agreement. The
majority of members of these Committees are independent & non
executives.
Fixed Deposit:
The Company has not accepted deposits from public and hence directives
issued by the Reserve Bank of India and the provisions of Section 58A
,58AA or any other relevant provisions of the Companies Act, 1956 and
the Companies (Acceptance of Deposits) Rules,1975 are not applicable
for the year under audit.
ACKNOWLEDGEMENT
Your Directors record their gratitude to the Banks, Financial
Institutions, Government Departments, Vendors and all the clients of
the company for the unstinted support received from them during the
year.
The Directors would also like to place on record their appreciation for
the dedicated efforts and services put in by employees of the Company.
For and on Behalf of the Board of Directors
Place: Mumbai
Date : 30th May, 2013 (Hemant Ranawat) (Vinit Ranawat)
Executive Director Director
Mar 31, 2012
The Directors have pleasure in presenting the Thirty Third - Annual
Report together with the Audited Statements of Account of the Company
for the year ended 31st March, 2012 and the Auditor's Report thereon.
FINANCIAL RESULTS:
(Rupees in Lakhs)
31-03-2012 31-03-2011
Sales and Other Income 2446.69 2379.93
Profit before Depreciation, Interest and Tax 250.56 248.96
Less : Depreciation 80.12 94.01
Interest 56.92 58.82
Profit before tax 113.52 96.13
Less: Income Tax 37.61 30.44
Profit after tax 75.91 65.69
Profit brought forward from earlier Year 43.48 (22.21)
Balance Profit carried forward 119.39 43.48
PERFORMANCE REVIEW:
The Total turnover of the company during the year under review was Rs
2446.69 Lacs as compared to Rs 2379.93 Lacs in the year 2011.The
increase in profit after tax from Rs.65 69 Lakhs to Rs.75.91 Lakhs is
on account of increase in production, and improved margin.
DIVIDEND:
This being the year, where in all carry forward losses have been wiped
out and in order to conserve the financial resources of the company,
your Board of Directors regret their inability to declare dividend for
the year ended 31st March 2012.
DIRECTORS: Retirement by Rotation
In accordance with the provisions of the Companies Act 1956, Mr.
Vimalchand Jain and Mr. Bhavesh Shah Directors of the Company are due
for retirement by rotation and being eligible offer themselves for
reappointment.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 the Board of Directors with respect to Director's
Responsibility Statement hereby confirms that:
(a) in preparation of the annual accounts, for the year ended on 31st
March, 2012, the applicable accounting standards have been followed in
the preparation of the final accounts and that there are no other
material departures.
(b) the Accounting policies have been selected and applied consistently
and such Judgments and estimates made are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as
at 31st March, 2012 and of the profit of the company for the year ended
on that date.
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions
of Companies Act, 1956 for safeguarding the asset of company and for
preventing and detecting fraud and other irregularities; and
(d) the annual accounts have been prepared on a going concern basis.
(e) As regards to the observations in the auditors report, your
directors wish to state that the representative note to the accounts
are self explanatory and therefore, do not call for any comments.
PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:
There are no employees who are in receipt of remuneration exceeding the
ceiling limit prescribed under the Companies (Particulars of Employees)
Rules 1975 calling for furnishing their particulars.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
(1) Conservation of Energy, Technology, Absorption:-
Information in accordance with the provisions of Section 217(1) (e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules 1988, regarding conservation
of energy and technology absorption is as follows:
1. Consumption of coal
Production
NAME OF PROCESS UNIT CURRENT PREVIOUS
YEAR YEAR
ROLLING M.T. 13229 15223
FULL FORGING M.T. 1708 1542
PARTIAL FORGING M.T. 1902 2190
TOTAL 16839 18955
Consumption of Coal (in Rs.) Average/M.T (in Rs.)
NAME OF PROCESS CURRENT PREVIOUS CURRENT PREVIOUS
YEAR YEAR YEAR YEAR
ROLLING 11906100 10068403 900 661
FULL FORGING 1588440 1085194 930 704
PARTIAL FORGING 1605031 1313380 844 600
TOTAL 15099571 12466977
2. Consumption of power
Production
NAME OF PROCESS UNIT CURRENT PREVIOUS
YEAR YEAR
ROLLING M.T 13229 15223
FULL FORGING M.T. 1708 1542
PARTIAL FORGING M.T. 1902 2190
TOTAL 16839 18955
Consumption of Power (in Rs.) Average/M.T (in Rs.)
NAME OF PROCESS CURRENT PREVIOUS CURRENT PREVIOUS
YEAR YEAR YEAR YEAR
ROLLING 7381782 7355053 558 483
FULL FORGING 871080 609090 510 395
PARTIAL FORGING 452222 372300 238 170
TOTAL 8705084 3336443
Note :
The electrical Consumption of Rolling, forging and other activities
have been bifurcated on practical estimate as separate measurement of
consumptions are not feasible.
3. High Speed Diesel (For Generator)
POWER GENERATION NIL
Foreign Exchange earnings and outgo:
The required information is respect of Foreign Exchange earning and
outgo for the year ended 31st March, 2012
Foreign Exchange earnings : Rs. 5,36,985/- (Previous Year Rs. NIL)
Foreign Exchange outgo : Rs. 2,24,23,449/- (Previous Year Rs. 18
36,498/-)
Auditors:
M/s. Sanghvi Sanghvi & Sanghvi, Chartered Accountants will retire at
the forthcoming Annual General Meeting and are eligible for
reappointment. The company has received certificate from them stating
their reappointment, if made would be within the prescribed limit under
section 224(1-B) of the Companies Act,1956.The members are requested to
appoint the auditors and fix their remuneration.
Corporate Governance:
Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchange forms part of the Annual
Report.
A certificate from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated under clause 49 of
the Listing Agreement is annexed to this Report.
Audit Committee/ Remuneration Committee/Shareholders Committee:
The Board of Directors has constituted three committees i.e. Audit
Committee/ Remuneration Committee/Shareholders Committee as per the
requirements of Corporate Governance under Listing Agreement. The
majority of members of these Committees are independent & non
executives.
Fixed Deposit:
The Company has not accepted deposits from public and hence directives
issued by the Reserve Bank of India and the provisions of Section 58A
,58AA or any other relevant provisions of the Companies Act, 1956 and
the Companies (Acceptance of Deposits) Rules,1975 are not applicable
for the year under audit.
ACKNOWLEDGEMENT .
Your Directors record their gratitude to the Banks, Financial
Institutions, Government Departments, Vendors and all the clients of
the company for the unstinted support received from them during the
year.
The Directors would also like to place on record their appreciation for
the dedicated efforts and services put in by employees of the Company
For and on behalf of the Board of Directors
Place: Mumbai Hemant V. Ranawat Vinit Ranawat
Dated: 30th May, 2012 Executive Director Director
Mar 31, 2010
The Directors have pleasure in presenting the Thirty First Annual
Report together with the Audited Statements of Account of the Company
for the year ended 31st March, 2010 and the Auditors Report thereon.
FINANCIAL RESULTS:
(Rupees in Lakhs)
Particulars 31.3.2010 31.03.2009
Sales & other income 2300.71 1407.31
Profits before depreciation,
interest and Tax 207.47 181.91
Less: Depreciation 92.21 67.03
Interest 59.82 47.60
Profit before Tax 55.44 67.28
Income Tax 45.87 6.90
Profit after Tax 9.57 60.38
Less : Prior Period Adjustments - (5.00)
Loss brought forward from earlier
year adjusted (31.78) (87.16)
Balance loss carried forward (22.21) (31.78)
PERFORMANCE REVIEW:
The Total turnover of the company during the year under review was Rs
2300.71 Lacs as compared to Rs 1407.31 Lac in the year 2009, an
increase of 63.48%.The Increase in turnover is mainly on account of
Rolled products Sale from Rs. 280 Lacs to Rs. 727 Lacs and also due to
sale of scrap which was Rs 33 lacs to Rs. 440 lacs (approx). Both these
activities helped the company to sustain profitability even in the
global down turn. The conversion work of Tata Steel also increased in
the current year. Though Profit Before Depreciation, Interest and Tax
of the current year is increased, but due to higher depreciation
interest and tax, the profit after tax has come down to Rs. 9.57 lacs
from Rs. 60.38 lacs.
DIVIDEND:
In View of the accumulated losses, your director regret their inability
to declare dividend for the year ended 31st March 2010.
DIRECTORS:
Cessation
Mr. Mangal Puri Goswami stepped down as an independent Director on 30th
January 2010. The Board Places on record its appreciation for his
services to the Company.
Appointments
Br. Karan Singh Chauhan was appointed as an additional Director of the
Company with effect from January 30, 2010. Approvals of the members
for appointing him as Director of the company is sought vide requisite
resolution in the accompanying Notice dated 29th June, 2010 convening
the annual General Meeting. Director commends the resolution for
approval by the members.
Retirement by Rotation
In accordance with the requirement of the Companies Act 1956, Mr.
Bhavesh B Shah and Mr. Hemant V Ranawat Director of the Company are due
for retirement by rotation and are eligible for appointment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 the Board of Directors with respect to Directors
Responsibility Statement hereby confirms that:
(a) in preparation of the annual accounts, for the year ended on 31st
March, 2010, the applicable accounting standards have been followed in
the preparation of the final accounts except Accounting Standards 15
"Accounting for Retirement Benefits in the Financial Statement of the
employers" and that there are no other material departures.
(b) the Accounting policies have been selected and applied consistently
and such judgments and estimates made are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as
at 31st March, 2010 and of the profit of the company for the year ended
on that date.
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the asset of company and for
preventing and detecting fraud and other irregularities; and
(d) the annual accounts have been prepared on a going concern basis.
PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:
There are no employees who are in receipt of remuneration exceeding the
ceiling limit prescribed under the Companies (Particulars of Employees)
Rules, 1975 calling for furnishing their particulars.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
(1) Conservation of Energy, Technology and Absorption
Information in accordance with the provisions of Section 217(1) (e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, regarding
conservation of energy and technology absorption is as follows:
1. Consumption of coal
Production Consumption of
Coal (in Rs.)
NAME OF PROCESS UNIT CURRENT PREVIOUS CURRENT PREVIOUS
YEAR YEAR YEAR YEAR
ROLLING M.T. 15960 11527 9575355 7374431
FULL FORGING M.T. 1930 1296 1274146 981280
PARTIAL FORGING M.T. 931 1042 529857 408067
TOTAL 18821 13865 11379358 8763778
NAME OF PROCESS Average/M.T (in Rs.)
CURRENT PREVIOUS
YEAR YEAR
ROLLING 600 640
FULL FORGING 660 757
PARTIAL FORGING 569 392
2. Consumption of power
Production Consumption of
Power (in Rs.)
NAME OF PROCESS UNIT CURRENT PREVIOUS CURRENT PREVIOUS
YEAR YEAR YEAR YEAR
ROLLING M.T. 15960 11527 7359193 5053450
FULL FORGING M.T. 1930 1296 667394 474270
PARTIAL FORGING M.T. 931 1042 123823 142754
TOTAL 18821 13865 8150410 5670474
NAME OF PROCESS Average/M.T (in Rs.)
CURRENT PREVIOUS
YEAR YEAR
ROLLING 461 438
FULL FORGING 346 366
PARTIAL FORGING 133 137
Note :
The electrical Consumption of Rolling, forging and other activities
have been bifurcated on practical estimate as separate measurement of
consumptions are not feasible.
3. High Speed Diesel (For Generator)
POWER GENERATION NIL
Foreign Exchange earnings and outgo:
The required information in respect of Foreign Exchange earnings and
outgo for the year ended 31s1 March, 2010 is given below :
Foreign Exchange earnings : Rs. 3,75,761/- (Previous Year
Rs. 4,48,897/-)
Foreign Exchange outgo : Rs. 2,14,12,178/- (Previous Year
Rs. 58,003/-)
Auditors Report:
Observations made in the Auditors Report read with relevant notes in
Notes to Accounts, are self-explanatory and therefore, do not call for
any further comments under Section 217 (3) of Companies Act, 1956.The
liability for gratuity is accounted on cash basis instead of accrual
basis.
Auditors:
M/s.Sanghvi Sanghvi & Sanghvi, Chartered Accountants will retire at the
forthcoming Annual General Meeting and are eligible for reappointment.
The company has received certificate from them stating their
reappointment, if made would be within the prescribed limit under
section 224(1-B) of the Companies Act,1956.The members are requested to
appoint the auditors and fix their remuneration.
Corporate Governance:
Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchange forms part of the Annual
Report.
A certificate from Auditors of the Company regarding compliance of the
conditions of Corporate Governance as stipulated under clause 49 of the
Listing Agreement is annexed to this Report.
Audit Committee/ Remuneration Committee/Shareholders Committee:
The Board of Directors has constituted three committees i.e. Audit
Committee/ Remuneration Committee/Shareholders Committee as per the
requirements of Corporate Governance under Listing Agreement. The
majority of members of these Committees are independent & non
executives.
Fixed Deposit:
The Company has not accepted deposits from public and hence directives
issued by the Reserve Bank of India and the provisions of Section 58A
,58AA or any other relevant provisions of the Companies Act, 1956 and
the Companies (Acceptance of Deposits) Rules, 1975 are not applicable
for the year under audit.
ACKNOWLEDGEMENT
Your Directors record their gratitude to the Banks, Financial
Institutions, Government Departments, Vendors clienst and all share
holders of the company for the unstinted support received from them
during the year.
The Directors would also like to place on record their appreciation for
the dedicated efforts and services put in by employees of the Company.
For and on behalf of the Board of Directors
Place: Mumbai Vinit Ranawat
Dated: 29th June, 2010 Director
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Shivagrico Implements Ltd. Company Details
- Company Profile
- Company History
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- Product Mix
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Company History
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Shivagrico Implements Ltd. Key Financial Ratios
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Shivagrico Implements Ltd. Results
- Quarterly Results
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Shivagrico Implements Ltd. Financial Data
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- Balance Sheet
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Shivagrico Implements Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
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Shivagrico Implements Ltd. Corporate Announcements
- Book Closure
- Board Meetings
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