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Directors Report of Shivalik Rasayan Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting this Forty Seventh (47th) Annual Report together with the Audited Financial
Statements and Auditorsâ Report for the financial year ended on March 31,2025.
FINANCIAL RESULTS
|
Financial Data |
Standalone |
Consolidated |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Sales |
14,922.59 |
9,367.63 |
31,177.31 |
27,298.25 |
|
Other Income |
206.29 |
165.14 |
830.67 |
397.71 |
|
Profit for the year before Tax |
1,352.74 |
1,020.75 |
2,340.73 |
2,328.30 |
|
Provision for taxation |
(289.34) |
(186.79) |
(653.29) |
(608.48) |
|
Deferred Tax Assets/(Liability) |
323.28 |
29.62 |
354.80 |
93.15 |
|
Net Profit |
1,386.68 |
863.58 |
2,042.25 |
1,812.97 |
COMPANY''S PERFORMANCE & STATE OF COMPANY''S
AFFAIR
On a consolidated basis, the revenue for Financial Year 2025
was Rs. 31,177.31 Lakhs, higher by 14.20% over the previous
year revenue of Rs. 27,298.25 Lakhs. The profit after tax
(PAT) attributable to shareholders was Rs. 2,042.25 Lakhs
in Financial Year 2025 and Rs. 1,812.97 Lakhs in Financial
Year 2024, thereby registering a growth of 12.64% over the
last year PAT.
On Standalone basis, the revenue for Financial Year 2025
was Rs. 14,922.59 Lakhs, higher by 59.29% over the previous
year revenue of Rs. 9,367.63 Lakhs. The profit after tax (PAT)
attributable to shareholders for Financial Year 2025 was
Rs. 1,386.68 Lakhs registering a growth of 60.57% percent
over the PAT of Rs. 863.58 Lakhs for Financial Year 2024.
RETURN OF SURPLUS FUNDS TO SHAREHOLDERS
Based on the Companyâs performance, the Directors have
recommended a final dividend for the Financial Year 2024¬
25 on Equity Share Capital @ 10% [Rs. 0.50 Paise per equity
share (nominal face value of Rs. 5/- each)]. The Dividend
payout is subject to approval of shareholders in ensuing
Annual General Meeting.
ASSOCIATE COMPANY
Medicamen Biotech Limited (MBL)
During 2024-25, SRL has purchased 21,000 Equity Shares
of its Associate Company, Medicamen Biotech Limited from
open market thereby increasing its stake to 43.16%.
Also, the report on the performance and financial position
of its associate and salient features of their Financial
Statements in the prescribed Form AOC-1 is annexed to this
report as Annexure "A"
Further, pursuant to the provisions of Section 136 of the Act,
the financial statements of the Company & consolidated
financial statements along with relevant documents
are available on the website of the Company i.e. www.
shivalikrasayan.com
UTILIZATION OF FUNDS
During the year the Company has received funds for the
conversion of 1,90,000 Warrants into Equity Shares which
was issued at a price of Rs. 716/- per share to the persons
belonging Non- Promoter Category for creating a separate
facility in its existing Active Pharmaceutical Ingredient
(API) plant at Dahej-II to manufacture Diabetology and
Cardiovascular APIâs for Domestic Market.
RESERVES
The Board of Directors has decided to retain the entire
amount of profits for 2024-25 in the retained earnings.
DEPOSITS
The Company has not accepted any deposits from public
and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the date of
the balance sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Rahul Bishnoi and Mr. Ashwani Kumar Sharma retires
by rotation and being eligible, offers themselves for re¬
appointment. A resolution seeking shareholdersâ approval
for their re-appointment forms part of the Notice.
Pursuant to the provisions of Section 149 of the Act, the
Independent Directors have submitted declarations that
each of them 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 Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"). There has
been no change in the circumstances affecting their status
as Independent Directors of the Company.
During the year the term of Mr. Harish Pande, Mr. Arun Kumar
and Mr. Kailash Gupta as an Independent Directors were
completed and in place Mr. Sham Goel, Mr. Ramit Madan
and Mr. Shaival Saurabh based on the recommendation of
Nomination and Remuneration Committed were appointed
as an Independent Directors of the Company. These
appointments were approved by the shareholders of the
Company by way of Special resolution at its Annual General
Meeting held on September 28, 2024.
Also, during the year under review and based on the
recommendation of Nomination and Remuneration
Committee, Dr. Ravi Kumar Bansal was further re-appointed
for a second term of 5 years as an Independent Director
of the Company by way of special resolution at its Annual
General Meeting held on September 28, 2024.
Pursuant to the provisions of Section 203 of the Act, the
Key Managerial Personnel of the Company as on March
31, 2025 are: Mr. Suresh Kumar Singh, Vice- Chairman &
Whole- Time Director, Dr. Vimal Kumar Shrawat, Managing
Director, Mr. Vinod Kumar, Chief Financial Officer and Ms.
Parul Choudhary, Company Secretary.
NUMBER OF MEETINGS OF THE BOARD
Five (5) meetings of the Board were held during the year.
For details of meetings of the Board, please refer to the
Corporate Governance Report, which is a part of this report.
Committees of the Board
As on March 31, 2025, the Board has 5 (Five) Committees.
Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Risk Management
Committee, and Corporate Social Responsibility Committee.
The details pertaining to the meetings and composition of
the Committees of the Board are included in the Corporate
Governance Report, which forms part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors,
to the best of its knowledge and ability, confirm that:
a) i n the preparation of the Annual Financial Statements
for the year ended on March 31, 2025 the applicable
accounting standards have been followed.
b) the Company have selected such accounting policies
and applied them consistently and made judgment and
estimates that were 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 the year under review.
c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.
d) the annual financial statements have been prepared on
a on-going concern basis.
e) the proper Internal Financial Controls were in place
and that the financial controls were adequate and were
operating effectively.
f) the systems to ensure compliance with the provisions
of all applicable laws were in place and were adequate
and operating effectively.
BOARD EVALUATION
Pursuant to the applicable provisions of the Act and the
SEBI Listing Regulations, the Board has carried out an
annual evaluation of its own performance, performance of
the Directors as well as the evaluation of the working of its
Committees. The NRC has defined the evaluation criteria,
procedure and time schedule for the Performance Evaluation
process for the Board, its Committees and Directors.
The performance of the Board and individual Directors
was evaluated by the Board after seeking inputs from
all the Directors. The performance of the Committees
was evaluated by the Board after seeking inputs from the
Committee Members.
The criteria for performance evaluation of the Board
included aspects such as Board composition and structure,
effectiveness of Board processes, contribution in the long¬
term strategic planning, etc. The criteria for performance
evaluation of the Committees included aspects such as
structure and composition of Committees, effectiveness
of Committee Meetings, etc. The above criteria are broadly
based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India.
The Chairman of the Board had one-on-one meetings with
each Independent Director and the Chairman of the NRC had
one-on-one meetings with the Executive and Non-Executive,
Non-Independent Directors.
The Board discussed upon the performance evaluation
outcome and concluded that they were satisfied with the
overall performance of the Board and Committees of the
Board and Directors individually. The Board also assessed
the fulfilment of the independence criteria by the Independent
Directors of the Company and their independence from the
management as specified in the Listing Regulations.
ln a separate Meeting, the Independent Directors evaluated
the performance of Non-Independent Directors and
performance of the Board as a whole. They also evaluated
the performance of the Chairman taking into account the
views of the Managing Director and Non-Executive Directors
as well.
FAMILIARIZATION PROGRAM FOR THE INDEPENDENT
DIRECTORS
In compliance with the requirements of Regulation 25(7)
of the Listing Regulations, the Company has put in place
a Familiarization Program for the Independent Directors
to familiarize them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in
which the Company operates, business model etc. The
details of the Familiarization Program are available on the
website of the Company at https://shivalikrasayan.com/srl-
policies/
POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS
The Companyâs policy on appointment of Directors is
available on the Companyâs website at www.shivalikrasayan.
com. The policy on remuneration and other matters provided
in Section 178(3) of the Act has been disclosed in the
Corporate Governance Report, which is a part of this report
and is also available on the Companyâs website at https://
shivalikrasayan.com/srl-policies/
INTERNAL FINANCIAL CONTROL
The Companyâs internal financial controls framework is
based on the "three (3) lines of defence model". The Company
has laid down Standard Operating Procedures, policies and
authorities to guide the operations of the business. Process
owners are responsible for ensuring compliance with the
policies and procedures laid down by the management.
Robust and continuous internal monitoring mechanisms
ensure timely identification of risks and issues. The statutory
and internal auditors undertake rigorous testing of the
control environment of the Company.
The Audit Committee reviews the adequacy and effectiveness
of the Companyâs internal controls environment and
monitors the implementation of the audit recommendations
including those relating to strengthening of the Companyâs
risk management policies and systems. The ultimate
objective being a zero-surprise risk-controlled organization.
These internal financial controls help to put in place checks
on the implementation of the internal financial controls,
policies and procedures that are adopted by the Company
for ensuring an orderly and efficient conduct of its business.
These internal financial controls help in safeguarding assets,
prevention and detection of frauds and/or errors, maintaining
the accuracy and completeness of the accounting records.
AUDITORS
a. Statutory Auditors- At the Forty Fifth (45th) Annual
General Meeting held on September 29, 2023 appointed
M/s Rahul Chaudhary & Associates, Chartered
Accountants (Registration Number 033971N) as
Statutory Auditors of the Company till the conclusion of
Fiftieth (50th) AGM.
The report of the Statutory Auditor forms part of the
Integrated Report and Annual Accounts for 2024-25.
The said report does not contain any qualification,
reservation, adverse remark or disclaimer. During the
year under review, the Statutory Auditors did not report
any matter under Section 143(12) of the Act, therefore
no detail is required to be disclosed under Section
134(3)(ca) of the Act.
b. Secretarial Auditor-The Board of Directors of your
Company has appointed M/s AMJ & Associates,
Company Secretaries, Delhi as Secretarial Auditor
pursuant to the provisions of Section 204 of the
Companies Act, 2013. The Report of the Secretarial
Auditor is annexed to the Report as per Annexure "B".
In accordance with the SEBI Listing Regulations, the
Board of the Company has appointed. M/s. AMJ &
Associates, a Peer reviewed firm, as the Secretarial
Auditors of the Company for conducting Secretarial
Audit and issue the Secretarial Audit Report for a term
of consecutive five (5) years from Financial Year April
01,2025 to March 31,2030, subject to the approval of
the Members of the Company at the ensuing Annual
General Meeting.
c. Internal Auditor- The Board of Directors of your
Company has appointed M/s, Amar Sharma & Co.,
Chartered Accountants New Delhi as Internal Auditors
pursuant to the provisions of Section 138 of the
Companies Act, 2013 for the financial year 2025-26..
d. Cost Auditors- The Board of Directors of the Company
has, on the recommendation of the Audit Committee,
approved the appointment of M/s Cheena & Associates
as the Cost Auditors of the Company.
In accordance with the provisions of Section 148(3) of the
Act read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, as amended, the remuneration of Rs. 75,000/-
plus applicable taxes and reimbursement of out-of-pocket
expenses payable to the Cost Auditors as recommended
by the Audit Committee and approved by the Board has to
be ratified by the Members of the Company. Accordingly, a
resolution to this effect forms part of the Notice convening
the AGM.
CORPORATE GOVERNANCE
The Governance, Corporate Secretarial and Legal functions
of the Company ensure maintenance of good governance
within the organization. They assist the business in
functioning smoothly by ensuring compliance and providing
strategic business partnership in the areas including
legislative expertise, corporate restructuring, regulatory
changes and governance. The Company has also adopted
the governance guidelines on Board effectiveness to fulfill its
responsibility towards its stakeholders.
A report on Corporate Governance together with Auditorsâ
certificate confirming compliance with Corporate Governance
norms, as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms a part
of this report along with Report on Management Discussion
and Analysis as Annexure "C".
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31,2025 is available on
https://shivalikrasayan.com/annual-reports/
RISK MANAGEMENT
The Company has a comprehensive Risk Management
framework that seeks to minimize the adverse impact
on business objectives and capitalize on opportunities.
The Company has implemented a mechanism for risk
management and formulated a Risk Management Policy
that is reviewed in line with the SEBI Listing Regulations
framework. The Risk Management Policy was reviewed
and amended during the year. The Policy provides for
identification of risks and formulating mitigation plans.
Major risks identified by business and other functions are
systematically addressed through mitigation actions on a
continuous basis.
The Risk Management Committee, chaired by an
Independent Director, monitors the risks and their mitigation
actions as well as formulating strategies towards identifying
new and emergent risks.
Further, the Board is apprised of any actual/emergent risk
that may threaten or\ impact the long-term plans of the
Company. Such risks are linked to the audit universe and are
also covered as a part of the annual risk-based audit plan.
The risk appetite of the organization is approved by the RMC
and the Board and is aligned to the Vision of the organization.
It is an important metric for governing all business actions
and strategic decisions. The Risk appetite is driven by the
following:
⢠Health and safety of our employees and the
communities in which we operate are our prime
concern and our operating strategy is focused on the
above objective;
⢠Management actions are focused on continuous
improvement;
⢠Environment and Climate Change impacts are assessed
on a continuous basis and business decisions support
systems including capital allocation, considers climate
impact through the internal carbon pricing framework;
⢠The long-term strategy of the Company is focused
on generating profitable growth and sustainable cash
flows that creates long term stakeholder value
The Audit Committee has additional oversight in the area
of financial risks and controls. The major risks identified by
the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company maintains a robust Whistleblower Policy that
ensures transparency and accountability. Whistleblowers
are granted direct access to the Chairperson of the Audit
Committee should they wish to report any concerns related
to unethical behavior, improper practices, fraud, or violations
of laws, rules, or regulations.
There have been no instances where individuals have
been denied access to the Chairperson for reporting such
concerns. All cases reported under the Whistleblower Policy
are presented to and reviewed by the Audit Committee.
The Company has a Whistle Blower Policy and has
established the necessary vigil mechanism for Directors
and Employees in confirmation with Section 177(9) of the
Act and Regulation 22 of Listing Regulations, to report
concerns about unethical behavior. The details of the policy
have been disclosed in the Corporate Governance Report,
which is a part of this report and is also available on https://
shivalikrasayan.com/srl-policies/
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
The Company is committed to addressing the needs of
the communities in which it operates, thereby maximizing
societal value. Additionally, it conducts its business in a
manner that generates a positive impact and enhances
stakeholder value.
As per SEBI Listing Regulations, the Corporate Governance
Report and the integrated Management Discussion and
Analysis, the Business Responsibility and Sustainability
Report ("BRSR") form part of the Director''s Report as
Annexure "D".
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided as per
Annexure "E".
In terms of the provisions of Section 197(12) of the Act, read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
a statement showing the names and other particulars of
employees drawing remuneration in excess of the limits as
set out in the said Rules forms part of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
There are no significant, material orders passed by the
Regulators or Courts, which would impact the going concern
status of the Company and its future operations.
TRANSACTION WITH RELATED PARTIES
The Company has formulated a Policy on Related Party
Transactions in accordance with the Act and the SEBI
Listing Regulations including any amendments thereto for
identifying, reviewing, approving and monitoring of Related
Party Transactions (''RPTs'').
During the year under review, the RPT Policy was amended
and the said Policy is available on the Company''s website at
https://shivalikrasayan.com/srl-policies/
All RPTs are presented to the Audit Committee for review and
approval. Prior omnibus approval of the Audit Committee is
obtained on periodic basis for the transactions which are
planned/ repetitive in nature. A statement giving details of
all RPTs entered pursuant to omnibus approval so granted
is placed before the Audit Committee on a quarterly basis
for its review.
The RPTs entered into during the year under review were
on arm''s length basis, in the ordinary course of business
and were in compliance with the applicable provisions of
the Act read with the Rules framed thereunder and the SEBI
Listing Regulations. Further, the Company did not enter into
any contracts or arrangements with related parties in terms
of Section 188(1) of the Act and no material related party
transactions were entered into during the year under review.
In terms of Regulation 23 of the SEBI Listing Regulations,
the Company submits details of RPTs as per the prescribed
format to the stock exchanges on a half-yearly basis.
The information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014 are given in
Annexure "F" in Form no AOC-2 and the same forms part
of this report.
PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS
During the year under review, the Company has not made
any investment. Further, the Company has not given any
loan or corporate guarantee or provided any security during
the year.
Details of loans, guarantees and investments covered under
the provisions of Section 186 of the Act are given in the notes
to the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR)
policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year under review are
set out in Annexure "G" of this report in the format prescribed
in the Companies (Corporate Social Responsibility Policy)
Rules, 2014. For other details regarding the CSR Committee,
please refer to the Corporate Governance Report, which is
a part of this report. The CSR policy is available on https://
shivalikrasayan.com/srl-policies/
MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY, HAVING OCCURRED SINCE THE END OF THE
YEAR AND TILL THE DATE OF THE REPORT
There have been no material changes and commitments,
which affect the financial position of the Company which
have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported
during the year under review, in terms of the provisions of
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information regarding Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and
Outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with the Rule, 8 of the Companies (Accounts)
Rules, 2014.
a) CONSERVATION OF ENERGY
We remain committed to reducing our environmental
footprint. Prevention of the wasteful use of natural
resources, consumption of water and energy, and the
management of waste and hazardous materials have
been the key enablers in our journey of environmental
sustainability. We have embarked on a critical review of
all our approaches towards energy and environmental
conservation that will help us identify goals and action
plans for the longer term.
b) TECHNOLOGY ABSORPTION/RESEARCH AND
DEVELOPMENT
1. During the year under review your Company has
installed Scrubber at Dahej Unit-II to mitigate
the effect of vapours in atmosphere. It sucks
the Chemical Vapours and scrubs these vapours
before releasing into air to protect the environment
from chemical process.
2. Capital Expenditure is included in Fixed Assets
and Capital Work in Progress and depreciation is
provided at the respective applicable rates.
3. Expenditure incurred on R&D are as below:
(Amt. in lakh)
|
Particulars |
2024-25 |
2023-24 |
|
Capital Expenditure |
52.92 |
43.82 |
|
Revenue Expenditure |
614.52 |
659.08 |
|
Total |
667.44 |
702.90 |
c) FOREIGN EXCHANGE EARNING AND OUTGO
Value of Imports & Exports in Foreign Currency
(In Lakhs)
|
Particulars |
As at |
As at |
|
Raw Materials |
692.04 |
358.15 |
|
(on CIF Basis) |
||
|
Value of Exports |
12.40 |
24.79 |
|
(Calculation on FOB basis) |
ACKNOWLEDGEMENT
The Directors deeply appreciate and value the dedication,
support, hard work, and commitment of all employees.
Their continuous efforts in improving all functions and
areas, along with the efficient utilization of the Companyâs
resources, have been instrumental in achieving sustainable
and profitable growth.
The Directors would also like to place on record their
appreciation for the continued co-operation and support
received by the Company during the year from bankers,
financial institutions, Government authorities, farming
community, business partners, shareholders, customers
and other stakeholders. The Directors look forward to
continuance of the supportive relations and assistance in
the future.
For and on behalf of the Board
Shivalik Rasayan Limited
Sd/-
Rahul Bishnoi
Place: New Delhi Chairman
Dated: August 12, 2025 (DIN: 00317960)
Mar 31, 2024
Your Directors have pleasure in presenting this Forty Sixth (46th) Annual Report together with the Audited Financial Statements and Auditorsâ Report for the financial year ended on March 31,2024.
FINANCIAL RESULTS
(Rs. In Lakhs)
|
Financial Data |
Standalone |
Consolidated |
||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Sales |
9,367.63 |
9,357.91 |
27,298.25 |
23,444.65 |
|
Other Income |
165.14 |
220.23 |
397.71 |
466.65 |
|
Profit for the year before Tax |
1,020.75 |
1,461.68 |
2,328.30 |
3,166.18 |
|
Provision for taxation |
(186.79) |
- |
(608.48) |
(369.96) |
|
Deferred Tax Assets/(Liability) |
29.62 |
48.77 |
93.15 |
187.08 |
|
Net Profit |
863.58 |
1,510.45 |
1,812.97 |
2,983.30 |
COMPANY''S PERFORMANCE & STATE OF COMPANY''S AFFAIR
On a consolidated basis, the revenue for Financial Year 2024 was Rs. 27,298.25 Lakhs, higher by 16.43% over the previous year revenue of Rs. 23,444.65 Lakhs. The profit after tax (PAT) attributable to shareholders was Rs. 1,812.97 Lakhs in Financial Year 2024 and Rs. 2,983.30 Lakhs in Financial Year 2023, thereby registering a decline of 39.22% over the last year PAT.
On Standalone basis, the revenue for Financial Year 2024 was Rs. 9,367.63 Lakhs, higher by 0.10% over the previous year revenue of Rs. 9,357.91 Lakhs. The profit after tax (PAT) attributable to shareholders for Financial Year 2024 was Rs. 863.58 Lakhs registering a decline of 42.82% over the PAT of Rs. 1,510.45 Lakhs for Financial Year 2023.
RETURN OF SURPLUS FUNDS TO SHAREHOLDERS
Based on the Companyâs performance, the Directors have recommended a final dividend for the Financial Year 202324 on Equity Share Capital @ 10% [Rs. 0.50 Paise per equity share (nominal face value of Rs. 5/- each)]. The Dividend payout is subject to approval of shareholders in ensuing Annual General Meeting.
ASSOCIATE COMPANY Medicamen Biotech Limited (MBL)
During 2023-24, SRL has purchased 2,00,000 Equity Shares of its Associate Company, Medicamen Biotech Limited from open market thereby increasing its stake to 42.99%.
Also, the report on the performance and financial position of its associate and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this report as Annexure "A"
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company & consolidated financial statements along with relevant documents are available on the website of the Company i.e. www.shivalikrasayan.com
UTILIZATION OF FUNDS
During the year the Company has received funds for the conversion of 4,20,000 Warrants into Equity Shares which was issued at a price of Rs. 921/- per share to the persons belonging Promoter Category and Non- Promoter Category for setting up of Agro- Chemicals & Specialty Chemical Plant at GIDC Dahej III, Gujarat and other business-related requirements. All the funds was utilized by the Company at the end of financial year 2023-24.
RESERVES
The Board of Directors has decided to retain the entire amount of profits for 2023-24 in the retained earnings
DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Suresh Kumar Singh and Dr. Vimal Kumar Shrawat retires by rotation and being eligible, offers themselves for re-appointment. A resolution seeking shareholdersâ approval for their re-appointment forms part of the Notice.
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as Independent Directors of the Company.
Also, during the year Dr. Akshay Kant Chaturvedi resigned from the post of Executive Director w.e.f. 18.09.2023. Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are: Mr. Suresh Kumar Singh, Vice- Chairman & Whole- Time Director, Dr. Vimal Kumar Shrawat, Managing Director, Mr. Vinod Kumar, Chief Financial Officer and Ms. Parul Choudhary, Company Secretary.
NUMBER OF MEETINGS OF THE BOARD
Ten (10) meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. Committees of the Board
As on March 31, 2024, the Board has 5 (Five) Committees. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, and Corporate Social Responsibility Committee. The details pertaining to the meetings and composition of the Committees of the Board are included in the Corporate Governance Report, which forms part of this Report
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
a) in the preparation of the Annual Financial Statements for the year ended on March 31, 2024 the applicable accounting standards have been followed.
b) the Company have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 the year under review.
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) the annual financial statements have been prepared on a on-going concern basis.
e) the proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.
f) the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
BOARD EVALUATION
During the year, annual performance evaluation of the Board and Committees of the Board, individual Directors including the Chairman of the Board, was carried out as per the criteria and process approved by Nomination and Remuneration Committee, which is in line with the SEBI Guidance Note on Board Evaluation.
The Board discussed upon the performance evaluation outcome and concluded that they were satisfied with the overall performance of the Board and Committees of the Board and Directors individually. The Board also assessed the fulfilment of the independence criteria by the Independent Directors of the Company and their independence from the management as specified in the Listing Regulations. The performance evaluation of the Non-Independent Directors and the performance of the Board as a whole was discussed at the separate meeting of the Independent Directors as well.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Programme are available on the website of the Company at https://shivalikrasayan.com/ srl-policies/
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companyâs policy on appointment of Directors is available on the Companyâs website at www.shivalikrasayan. com. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Companyâs website at https:// shivalikrasayan.com/srl-policies/
INTERNAL FINANCIAL CONTROL
The management team recognizes that robust internal controls are foundational to sound governance. Actions derived from consensus-based business strategies should operate within a structured system of oversight and balance. The leadership is dedicated to maintaining an internal control environment proportionate to the businessâs scale
and intricacy. This environment is designed to ensure adherence to internal protocols, compliance with pertinent laws and regulations, and the integrity and precision of financial records. It also aims to bolster operational efficiency, safeguard company assets, and aid in preventing and detecting fraud, inaccuracies, and anomalies, thereby substantially mitigating risk exposure.
The Company has established a comprehensive internal controls framework. This framework encompasses an array of policies, procedures, and mechanisms that are pivotal in augmenting operational efficiency and effectiveness, curtailing risks and expenditures, and fostering enhanced decision-making and accountability.
The internal financial controls framework, an integral component of the broader internal controls system, is pivotal in guaranteeing the dependability and precision of financial reporting. This framework facilitates the meticulous preparation of financial statements by generally accepted accounting standards.
AUDITORS
a. Statutory Auditors- At the Forty Fifth (45th) Annual General Meeting held on September 29, 2023 appointed M/s Rahul Chaudhary & Associates, Chartered Accountants (Registration Number 033971N) as Statutory Auditors of the Company till the conclusion of Fiftieth (50th) AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.
The report of the Statutory Auditor forms part of the Integrated Report and Annual Accounts for 2023-24. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Statutory Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
b. Secretarial Auditor-The Board of Directors of your Company has re-appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2023-24. The Report of the Secretarial Auditor is annexed to the Report as per Annexure "B".
c. Internal Auditor- The Board of Directors of your Company has appointed M/s, SR Garg & Co., Chartered Accountants New Delhi as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2023-24.
d. Cost Auditors- The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s Cheena & Associates as the Cost Auditors of the Company for the Financial Year 2023-24.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of Rs. 75,000/-plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. Accordingly, a resolution to this effect forms part of the Notice convening the AGM.
CORPORATE GOVERNANCE
A report on Corporate Governance together with Auditorsâ certificate confirming compliance with Corporate Governance norms, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report along with Report on Management Discussion and Analysis as Annexure "C".
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2024 is available on https://shivalikrasayan.com/annual-reports/
RISK MANAGEMENT
SRL operates in a dynamic and uncertain business landscape. Hence the Company has developed and deployed its Enterprise Risk Management (''ERMâ) framework to create long-term value and become a risk intelligent organization that drives informed decision making to proactively prepare for unforeseen scenarios.
The Board of Directors of the Company has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness.
The risk appetite of the organization is approved by the RMC and the Board and is aligned to the Vision of the organization. It is an important metric for governing all business actions and strategic decisions. The Risk appetite is driven by the following:
⢠Health and safety of our employees and the communities in which we operate are our prime concern and our operating strategy is focused on the above objective;
⢠Management actions are focused on continuous improvement;
⢠Environment and Climate Change impacts are assessed on a continuous basis and business decisions support systems including capital allocation, considers climate impact through the internal carbon pricing framework;
⢠The long-term strategy of the Company is focused on generating profitable growth and sustainable cash flows that creates long term stakeholder value
The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.
Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on https:// shivalikrasayan.com/srl-policies/
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per SEBI Listing Regulations, the Corporate Governance Report and the integrated Management Discussion and Analysis, the Business Responsibility and Sustainability Report ("BRSR") form part of the Directorâs Report as Annexure "D".
The Company has provided BRSR, in lieu of the Business Responsibility Report which indicates the Companyâs
performance against the principles of the ''National Guidelines on Responsible Business Conductâ. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure "E".
In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the said Rules forms part of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.
TRANSACTION WITH RELATED PARTIES
During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the Listing Regulations, if any related party transaction exceeds Rs. 1000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require Members approval. However, there is no such transaction which exceeds the above mentioned limits; therefore Members approval is not required.
The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure "F" in Form No. AOC-2 and the same forms part of this report.
PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are
set out in Annexure "G" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://shivalikrasayan.com/srl-policies/
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of the Companies (Accounts) Rules, 2014.
a) CONSERVATION OF ENERGY
We remain committed to reducing our environmental footprint. Prevention of the wasteful use of natural resources, consumption of water and energy, and the management of waste and hazardous materials have been the key enablers in our journey of environmental sustainability. We have embarked on a critical review of all our approaches towards energy and environmental conservation that will help us identify goals and action plans for the longer term
b) TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
1. Capital Expenditure is included in Fixed Assets and Capital Work in Progress and depreciation is provided at the respective applicable rates.
2. Expenditure incurred on R&D are as below:
(Amt. in Lakh)
|
Particulars |
2022-23 |
2022-23 |
|
Capital Expenditure |
43.82 |
66.35 |
|
Revenue Expenditure |
659.08 |
703.88 |
|
Total |
702.90 |
770.23 |
c) FOREIGN EXCHANGE EARNING AND OUTGO Value of Imports & Exports in Foreign Currency
(In Lakhs)
|
Particulars |
As at |
As at |
|
March 31, |
March 31, |
|
|
2024 |
2023 |
|
|
Raw Materials (on CIF Basis) |
358.15 |
240.87 |
|
Value of Exports (Calculation on FOB basis) |
24.79 |
- |
ACKNOWLEDGEMENT
The Directors appreciate the hard work, dedication, and commitment of all its employees including workmen at the manufacturing plants towards the success of the Company. The Directors would also like to thank the financial institutions, banks, government authorities, customers, vendors and other stakeholders for their continued support and co-operation.
For and on behalf of the Board Shivalik Rasayan Limited
Sd/-
Rahul Bishnoi
Place: New Delhi Chairman
Dated: 13.08.2024 (DIN: 00317960)
Mar 31, 2023
The Directors have pleasure in presenting this Forty Fifth (45th) Annual Report together with the Audited Financial Statements and Auditorsâ Report for the financial year ended on March 31,2023.
|
(Rs. In lakhs) |
||||
|
Financial Data |
Standalone |
Consolidated |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Sales |
9,357.91 |
9,930.29 |
23,444.65 |
21,474.82 |
|
Other Income |
220.23 |
198.95 |
466.65 |
370.96 |
|
Profit for the year before Tax |
1,461.68 |
1,886.22 |
3,166.18 |
3,696.61 |
|
Provision for taxation |
- |
- |
(369.96) |
(397.69) |
|
Deferred Tax Assets/(Liability) |
48.77 |
49.32 |
187.08 |
127.30 |
|
Net Profit |
1,510.45 |
1,935.53 |
2,983.30 |
3,426.22 |
COMPANY''S PERFORMANCE & STATE OF COMPANY''S AFFAIR
On a Consolidated basis, the revenue for Financial Year 2023 was Rs. 23,444.65 lakhs, higher by 9.17% over the previous year revenue of Rs. 21,474.82 lakhs. The profit after tax (PAT) attributable to shareholders was Rs. 2,983.30 lakhs in Financial Year 2023 and Rs. 3,426.22 lakhs in Financial Year 2022, thereby registering a decline of 12.92% over the last year PAT.
On Standalone basis, the revenue for Financial Year 2023 was Rs. 9,357.91 lakhs, lower by 5.76% over the previous year revenue of Rs. 9,930.29 lakhs. The profit after tax (PAT) attributable to shareholders for Financial Year 2023 was 1,510.45 lakhs registering a decline of 21.96% over the PAT of Rs. 1,935.53 lakhs for Financial Year 2022.
RETURN OF SURPLUS FUNDS TO SHAREHOLDERS
Based on the Companyâs performance, the Directors have recommended a final dividend for the Financial Year 202223 on Equity Share Capital @ 10% [Rs. 0.50 Paise per equity share (nominal face value of Rs. 5/- each)]. The Dividend payout is subject to approval of shareholders in ensuing Annual General Meeting.
ASSOCIATE COMPANY Medicamen Biotech Limited (MBL)
During 2022-23, overall revenue for MBL increased by 22.02% to Rs. 14,086.74 lakhs from Rs. 11,544.53.
Further, MBL has issued and allotted 1,40,000 Equity Shares @ Rs. 709/- to SRL through Preferential Allotment thereby its stake reduced to 41.63% from 41.96%.
Also, the report on the performance and financial position of its associate and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this
report as Annexure "A"
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company & Consolidated financial statements along with relevant documents are available on the website of the Company i.e. www. shivalikrasayan.com
During previous year your Company has raised Rs. 104 crores through Preferential Allotment by issuing 7,10,000 equity shares & 4,20,000 Convertible Warrants at a price of Rs. 921/- per share to the persons belonging Promoter Category and Non- Promoter Category for setting up of Agro- Chemicals & Specialty Chemical Plant at GIDC Dahej III, Gujarat and other business-related requirements. Out of this Rs. 75 crores has been utilized by the Company at the end of financial year 2022-23.
The Board of Directors has decided to retain the entire amount of profits for 2022-23 in the retained earnings
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Sanjay Bansal and Dr. Akshay Kant Chaturvedi retires by rotation and being eligible, offers themselves for reappointment. A resolution seeking shareholdersâ approval for their re-appointment forms part of the Notice.
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as Independent Directors of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2023 are: Mr. Suresh Kumar Singh, Vice- Chairman & Whole- Time Director, Dr. Vimal Kumar Shrawat, Managing Director, Mr. Vinod Kumar, Chief Financial Officer and Ms. Parul Choudhary, Company Secretary.
NUMBER OF MEETINGS OF THE BOARD
Six meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
a) in the preparation of the Annual Financial Statements for the year ended on March 31, 2023 the applicable accounting standards have been followed.
b) the Company have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 the year under review.
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) the annual financial statements have been prepared on a on-going concern basis.
e) the proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.
f) the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board Evaluation.
The Chairman of the Board had one-to-one meeting with the Independent Directors (''IDsâ) and the Chairman of NRC had one-to-one meeting with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directorsâ inputs on effectiveness of the Board / Committee processes.
In a separate meeting of the IDs, the performance of the NonIndependent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.
The Company follows a practice of addressing each of the observations and suggestions by drawing up an action plan and monitoring its implementation through the Action Taken Report which is reviewed by the Board of Directors from time to time.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companyâs policy on appointment of Directors is available on the Companyâs website at www.shivalikrasayan. com. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Companyâs website at www.shivalikrasayan.com.
The Companyâs internal financial control framework is commensurate with the size and operations of the business and is in line with requirements of the Companies Act, 2013. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with Corporate Policies.
SRL has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and longterm business plans have been laid down.
The Audit Committee deliberated with the members of the Management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed.
However, the Company recognizes that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.
a. Statutory Auditors- At the Fortieth (40) Annual General Meeting held on September 28, 2018, the Members approved the appointment of M/s Rai Qimat & Associates, Chartered Accountants as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the Forty Fifth (45) AGM, since the tenure of M/s Rai Qimat & Associates, Chartered Accountants has been completed therefore, Board in its Meeting held on August 08, 2023 appointed M/s Rahul Chaudhary & Associates, Chartered Accountants (Registration Number 033971N) as Statutory Auditors of the Company from this AGM till the conclusion of Fiftieth (50) AGM.
Appointment of M/s Rahul Chaudhary & Associates, Chartered Accountants for five year is being sought from the Members of the Company at the forthcoming Annual General Meeting.
As per the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent M/s Rahul Chaudhary & Associates, Chartered Accountants, for its appointment and a certificate, to the effect that its appointment, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.
The report of the Statutory Auditor forms part of the Integrated Report and Annual Accounts for 2022-23. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Statutory Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
b. Secretarial Auditor-The Board of Directors of your Company has re-appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2022-23. The Report of the Secretarial Auditor is annexed to the Report as per Annexure "B".
c. Internal Auditor- The Board of Directors of your Company has appointed M/s, Puneet Gupta & Co., Chartered Accountants New Delhi as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2022-23.
d. Cost Auditors- The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s Cheena & Associates as the Cost Auditors of the Company for the Financial Year 2022-23.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of Rs. 75,000/-plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. Accordingly, a resolution to this effect forms part of the Notice convening the AGM.
A report on Corporate Governance together with Auditorsâ certificate confirming compliance with Corporate Governance norms, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report along with Report on Management Discussion and Analysis as Annexure "C".
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on https://shivalikrasayan.com/annual-reports/
SRL operates in a dynamic and uncertain business landscape. Hence the Company has developed and deployed its Enterprise Risk Management (''ERMâ) framework to create long-term value and become a risk intelligent organization that drives informed decision making to proactively prepare for unforeseen scenarios.
The Board of Directors of the Company has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The
Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness.
The risk appetite of the organization is approved by the RMC and the Board and is aligned to the Vision of the Organization. It is an important metric for governing all business actions and strategic decisions. The Risk appetite is driven by the following:
⢠Health and safety of our employees and the communities in which we operate are our prime concern and our operating strategy is focused on the above objective;
⢠Management actions are focused on continuous improvement;
⢠Environment and Climate Change impacts are assessed on a continuous basis and business decisions support systems including capital allocation, considers climate impact through the internal carbon pricing framework;
⢠The long-term strategy of the Company is focused on generating profitable growth and sustainable cash flows that creates long term stakeholder value
The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.
Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.
Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the
Corporate Governance Report, which is a part of this report and is also available on https://shivalikrasayan.com/srl-policies/
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per SEBI Listing Regulations, the Corporate Governance Report and the integrated Management Discussion and Analysis, the Business Responsibility and Sustainability Report ("BRSR") form part of the Directorâs Report as Annexure "D".
The Company has provided BRSR, in lieu of the Business Responsibility Report which indicates the Companyâs performance against the principles of the ''National Guidelines on Responsible Business Conductâ. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure "E".
In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the said Rules forms part of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.
TRANSACTION WITH RELATED PARTIES
During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the Listing Regulations, if any related party transaction exceeds Rs. 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require Members approval. However, there is no such transaction which exceeds the above mentioned limits; therefore Members approval is not required.
The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure "F" in Form No. AOC-2 and the same forms part of this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure "G" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https:// shivalikrasayan.com/srl-policies/
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of the Companies (Accounts) Rules, 2014.
We remain committed to reducing our environmental footprint. Prevention of the wasteful use of natural resources, consumption of water and energy, and the management of waste and hazardous materials have been the key enablers in our journey of environmental sustainability. We have embarked on a critical review of all our approaches towards energy and environmental conservation that will help us identify goals and action plans for the longer term
b) TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
|
Expenditure incurred on R&D are as below: |
|||
|
Particulars |
(Amt. in Lakh) 2022-23 |
(Amt. in Lakh) 2021-22 |
|
|
Capital Expenditure |
66.35 |
694.34 |
|
|
Revenue Expenditure |
703.88 |
812.25 |
|
|
Total |
770.23 |
1,506.59 |
|
|
c) FOREIGN EXCHANGE EARNING AND OUTGO |
|||
|
Value of Imports (On CIF Basis) |
|||
|
Particulars |
As at 31.03.2023 |
As at 31.03.2022 |
|
|
(Amount in Rs. lakhs) |
(Amount in Rs. lakhs) |
||
|
Raw Materials |
240.87 |
464.35 |
|
|
Total |
240.87 |
464.35 |
|
The Directors appreciate the hard work, dedication, and commitment of all its employees including workmen at the manufacturing plants towards the success of the Company. The Directors would also like to thank the financial institutions, banks, government authorities, customers, vendors and other stakeholders for their continued support and co-operation.
Mar 31, 2018
TO THE members,
The Directors have pleasure in presenting this Fortieth Annual Report together with the Audited Financial Statements and Auditorsâ Report for the financial year ended on 31st March, 2018.
FINANCIAL RESULTS
During the year the Net profit of your Company increased by 55.57% compared to last yearâs performance.
(Rs. in lakhs)
|
Standalone |
Consolidated |
||||
|
Financial Data |
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
|
Sales |
4,362.80 |
4,093.94 |
15,513.51 |
12,339.51 |
|
|
Other Income |
71.68 |
51.92 |
260.47 |
82.58 |
|
|
Profit for the year before Tax |
637.02 |
494.49 |
2,027.02 |
1,130.36 |
|
|
Provision for taxation |
122.95 |
166.35 |
524.73 |
296 |
|
|
Deferred Tax Assets/(Liability) |
0.62 |
(1.89) |
(22.42) |
11.67 |
|
|
Net Profit for Appropriation |
513.44 |
330.03 |
1,524.71 |
846.04 |
|
COMPANYâS PERFORMANCE
On a consolidated basis, the revenue from operations for Financial Year 2018 at Rs. 15,513.51 lakhs was higher by 25.72% over the previous year (Rs. 12,339.51 lakhs in financial year 2017). The profit after tax attributable to shareholders was Rs. 1,524.71 lakhs in Financial Year 2018 (Rs. 846.04 lakhs in Financial Year 2017).
On Standalone basis, the revenue from operations for Financial Year 2018 was at Rs. 4,362.80 lakhs (Rs. 4,093.94 lakhs in financial year 2017). The profit was Rs. 513.44 lakhs in Financial Year 2018 (Rs. 330.03 lakhs in Financial Year 2017) which is 55.57% higher than the last financial year.
The management is hopeful to continue the profitability further.
DIVIDEND
Your Board of Directors have recommended a Dividend for the Financial Year ended on 31st March, 2018 on Equity Share Capital @10% [Rs. 0.50 per equity share (nominal value of 5 rupees each)]. The Dividend payout is subject to approval of shareholder in ensuring Annual General Meeting.
UNCLAIMED DIVIDEND
Members are hereby further informed that during the year the Company has declared final dividend of Rs. 1/- (10%) per equity share of Rs. 10/- each. Members who have not yet encashed their dividend warrant(s) for the financial year ended 31st March, 2018, are requested to make their claims to the company without any delay, to avoid transfer of their dividend/ shares to the Fund/ IEPF Demat Account.
It may be noted that dividend for the financial year 2017-18 declared on 11th September, 2017 and can be claimed by the Members by 10th august, 2024.
Further, members can ascertain the status of unclaimed dividends declared in financial year 2017-18 from the website of the company i.e. www.shivalikrasayan.com.
RESERVES
During the financial year ended on 31st March, 2018 Rs. 5,13,44,006/- has been transferred to General Reserve.
FIXED DEPOSITS
No fixed deposits have been accepted from public during the financial year 2017-18.
DEPOSITS
The company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
ASSOCIATE COMPANY
The Company has one Associate Company having 39.04% of equity shares of M/s Medicamen Biotech Limited. The company has full management control in M/s Medicamen Biotech Limited (MBL).
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the company.
SUB-DIVISION OF SHARES
Your Board of Directors recommended to sub-divide its shares having face value of Rs. 10/- (Rupees Ten only) each into 2 (Two) fully paid-up Equity Shares having face value of Rs. 5/-(Rupees Five only) each which was approved and ratified by the shareholders through Postal Ballot. This has improved the liquidity in the market.
ISSUE OF BONUS SHARES
Your Board of Directors recommended the issue of Bonus Shares, considering the financial position of the Company in the ratio of 1 (One) equity share for every 4 (Four) existing equity share held by them, as fully paid-up.
Further, the Shareholders of the company approved the issue of Bonus Shares by capitalising the mount of Rs. 1,05,20,000 (Rupees One Crore Five Lakh Twenty Thousand only) from the securities premium account and / or general reserve of the Company as per the audited financial statements of the Company for the financial year ended 31st March, 2017 to those persons who are Members as on the record date.
DIRECTORS
During the year Mr. Sanjay Bansal was appointed as an Additional Director in non-executive capacity and Dr. Akshay Kant Chaturvedi was appointed as an Additional Director in executive Capacity with effect from 05.03.2018 & 30.03.2018 respectively. Further, the company has received resignation letter from Mr. Rajiv Mehta from his Directorship on the Board of the Company w.e.f. 05.03.2018.
Mr. Ashwani Kumar Sharma, retires by rotation and being eligible, offered himself for re-appointment.
Pursuant to the provisions of Section 149 of the Act, Mr. Harish Pande, Mr. Kailash Gupta, Mr. Puneet Chandra, Mr. Arun Kumar &Ms. Usha pande are Independent Directors of the Company. they have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ). There has been no change in the circumstances affecting their status as an Independent Director during the year.
The Board appointed Ms. parul Choudhary as the Company Secretary and Compliance Officer, to take over from Ms. priyanka Singh with effect from 1st August, 2017.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2018 are: Mr. Suresh Kumar Singh, Managing Director, Mr. Vinod Kumar, Chief Financial Officer and Ms. Parul Choudhary, Company Secretary.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
a) in the preparation of the Annual Financial Statements for the year ended on 31st March, 2018 the applicable accounting standards have been followed.
b) the Company have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 the year under review.
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) the annual financial statements have been prepared on a on-going concern basis.
e) the proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.
f) the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during Financial year 2018.
AUDITORS & AUDIT
Based on the performance and work of M/s Rai Qimat & Associates, Chartered Accountants as Statutory Auditors of the Company, it is recommended by the Board to appoint them for further five year i.e. from the Fortieth Annual General Meeting until the conclusion of Forty Fifth Annual general Meeting of the Company.
Appointment of M/s Rai Qimat & Associates, Chartered Accountants for further five year is being sought from the Members of the Company at the forthcoming Annual General Meeting.
As per the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s Rai Qimat & Associates, Chartered Accountants, for continuation of its appointment and a certificate, to the effect that its appointment, if continued, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.
The Company has adopted all the Ind AS except Ind As on Preliminary expenses, Pre-operative expenses and miscellaneous expenses. The said expenses were not significant.
The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.
INTERNAL AUDITORS
The Board of Directors of your Company has appointed M/s, Puneet Gupta & Co., Chartered Accountants New Delhi as Internal Auditors in place of M/s Pawan K Singla & Co., Chartered Accountants pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2018-19.
COST ACCOUNTANT
Pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditor) Rules, 2014 the requirement of Cost Audit is not applicable on the Company. However, for Good Corporate Governance and for transparency in the work your Board of Directors has re-appointed M/s Cheena & Associates, Delhi, Cost Auditors (Firm Registration No.0397) as Cost Accountant of the Company for the financial year 2018-19 for maintaining the cost records of the Company.
SECRETARIAL AUDITORS
The Board of Directors of your Company has re-appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2018-19. The Report of the Secretarial Auditor is annexed to the Report as per Annexure âAâ.
CORPORATE GOVERNANCE
A report on Corporate Governance together with Auditorsâ certificate confirming compliance with Corporate Governance norms, as stipulated under SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report along with Report on Management Discussion and Analysis as Annexure âBâ.
Disclosure under Companies Act, 2013
(i) Extracts of Annual Return
The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed as per Annexure âCâ.
(ii) Meetings
During the year, Eight Board Meetings and Five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.
(iii) Composition of Audit Committee
The Board has re-constituted its Audit Committee due to resignation of Mr. Rajiv Mehta which comprises of Mr. Harish Pande, Mr. Sanjay Bansal, Mr. Arun Kumar and Mr. Puneet Chandra. More details about the committee are given in the Corporate Governance Report.
(iv) Related Party Transactions
None of the transactions with any of related parties were in conflict with the Companyâs interest. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements.
(v) Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROL
The Companyâs internal control procedures have been planned and designed to provide reasonable assurance of compliance with various policies, practices and statutes in keeping with the Organizationâs pace of growth and achieving the Organizationâs objectives efficiently and economically.
The internal controls, risk management and governance processes are duly reviewed for their adequacy and effectiveness through periodic audits by the Internal Audit function.
A detailed note has been provided under Management Discussion and Analysis Report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The performance of the Board & Committees was evaluated by the Board after seeking inputs from all the Directors & committee members on the basis of criteria such as the board & committee composition and structure, effectiveness of board processes, information and functioning, etc.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Chairman of the Company and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the Board meeting that followed the meeting of the Independent Directors and meeting of Nomination and remuneration committee, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
DECLARATION BY INDEPENDENT DIRECTORS
The company has received necessary declaration from each of the Independent Directors of the company under section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company will be provided upon request.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure âDâ.
|
Sl. |
Company |
Nature of |
Investment |
|
No. |
Transaction |
(in Rs.Lakhs) |
|
|
1. |
Medicamen Biotech |
Investment in |
2,671.31 |
|
Limited |
Shares |
RELATED PARTY TRANSACTION
None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure E in Form No. AOC-2 and the same forms part of this report
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the company during the year. However, the company proposes to diversify in the high growth area of Pharmaceuticals API & intermediates which possess huge opportunities in the domestic and overseas market. The said diversification in the proposed segment provides an opportunity to the company to grow significantly and will also act as backward integration of the bulk drugs and formulations business of Medicamen Biotech Limited, an Associate company of Shivalik Rasayan Limited, thus creating synergies for the business.
SHARE CAPITAL
During the year the company has increased its Authorised capital from Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakhs Only) divided into 35,00,000 (Thirty Five Lakhs Only) Equity Shares of Rs.10/- (Rupees Ten) each to Rs.10,00,00,000/-(Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore Only) Equity Shares of Rs.10/-(Rupees Ten) each.
Further, the company has increased its paid up capital from Rs.3,42,00,000/- (Rupees Three Crore and Forty Two Lacs only) divided into 3420000 (Thirty Four Lacs and Twenty Thousand only) Equity Shares of Rs.10/- (Rupees Ten) each to Rs. 4,20,80,000/- (Rupees Forty Two crores and Eighty Thousand only) divided into 4208000 (Forty Two Lacs and Eight Thousand only) Equity Shares of Rs. 10/- (Rupees Ten) each by issuing 7,88,000 convertible warrants into Equity shares on Preferential basis to Promoter group and NonPromoter group.
RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Listing Regulations,2015, the Company has implemented an integrated risk management approach through which it reviews and assesses significant risks controls and mitigation in place. The Audit committee has additional oversight in the area of financial risk and control. At present the Company has not identified any element of risk which may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY
No disclosures on corporate Social Responsibility are required as provision under Section 135 of the Companies Act, 2013 and Rules made thereunder are not applicable to the company.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of The Companies (Accounts) Rules, 2014.
A. CONSERVATION OF ENERGY
Energy conservation has been an important thrust area of the management and is being continuously monitored and efforts to conserve and optimize the use of energy through improved operational methods and other means are being continued on an ongoing basis. We have persistent in our efforts to ensure reuse, recycling to the extent possible.
Wherever possible, energy conservation measures have already been implemented by your Company.
With growing concerns, there has been an exhaustive search made for means of alternative energy which may be considered for implementation in future and your Company would continue to explore alternative sources of energy in future. Sustainability is deeply rooted in all the operations of your Company.
B. TECHNOLOGY ABSORPTION / RESEARCH AND DEVELOPMENT
Efforts, in brief, made towards technology absorption, adaption and innovation. the Company as a matter of policy exposes its technical staff to latest technological developments by encouraging them to participate in domestic as well as global technical seminars and expositions; this helps them to further improve their knowledge and skills, which in turn results in better quality products and increased productivity.
Benefits derived as a result of the above efforts Product innovation and renovation, improvement in yield, product quality, input substitution, cost effectiveness and energy conservation as the major benefits.
Your Company has not imported any technology during last three years. However, the Company has spent on the research & development of various products as mentioned below:
The expenditure incurred on Research & Development is as below:
C. FOREIGN EXCHANGE EARNING AND OUTGO
During the period under review: CIF Value of Imports is Rs.2,08,33,854/-.
HUMAN RESOURCES
The goal of the Human Resources Department is to enable the organization to achieve its strategic objectives, while ensuring employees are engaged and motivated.
Training needs are identified to meet individual requirements through in-house training, on-the-job training and outdoor training as a continuous process. Trainings are classified on the basis of requirements like individual development on soft skills, professional & technical skills and management development program. Current efforts also include building skills, attracting and retaining talent and nurturing and developing leadership potential.
During the year under review, there was a cordial relationship with all the employees. there was no loss of production on account of any industrial unrest. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/ contractors, employees, government agencies, local authorities for their continued trust and support to the company.
For and on behalf of the Board
Sd/-
Rahul Bishnoi
Place : New Delhi Chairman
Date : 25th July, 2018 (DIN: 00317960)
Mar 31, 2016
DIRECTORS'' REPORT
TO THE MEMBERS
The Directors have pleasure in presenting this Thirty Eighth Annual Report together with the Audited Financial Statements and Auditorsâ Report for the financial year ended on 31st March 2016.
WORKING RESULTS
The Sales of your company have increased by 3.25% and net profit increased by 47.73% during the year when compared to last yearâs performance.
|
Financial Data (Rs. in Lac) |
Current Year |
Previous Year |
|
Sales |
4791.82 |
4640.93 |
|
Other Income |
55.67 |
41.36 |
|
Profit for the year before Tax |
398.91 |
272.37 |
|
Provision for taxation |
135.10 |
88.35 |
|
Deferred Tax Assets/(Liability) |
3.11 |
(3.32) |
|
NET PROFIT FOR APPROPRIATION |
266.93 |
180.69 |
DIVIDEND
In view of the future needs of funds for growth of the company dividend is not recommended in the current year.
CURRENT OUTLOOK
The profit before tax is Rs.398.91 Lacs. The management is hopeful to continue the profitability further. RESERVES
During the financial year ended on 31st March, 2016 no such amount has been transferred to Reserve. FIXED DEPOSITS
No fixed deposits have been accepted from public during the financial year 2015-16.
ASSOCIATE COMPANY
During the year the Company has acquired 44.12% equity shares of M/s Medic amen Biotech Limited in accordance with the Share Purchase Agreement with Promoters of M/s Medic amen Biotech Limited. The company took over the full management control in Medic amen Biotech Limited on 1st Jan, 2016. M/s Medic amen Biotech Limited is a Pharmaceutical manufacturing company having its manufacturing facilities at Bhiwadi (Rajasthan) and Haridwar (Uttarkhand) .
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anirudh Bishnoi, Director of the Company retire by rotation and being eligible, offers himself for re-appointment.
DIRECTORSâ RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/ Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the Annual Financial Statements for the year ended on 31st March, 2016 the applicable accounting standards have been followed.
b) that the Company has selected such accounting policies and applied them consistently and made judgment and estimates that were 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 the year under review.
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) that the annual financial statements have been prepared on a on-going concern basis.
e) that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The Companyâs Internal Auditors have conducted periodic audit to provide reasonable assurance that the Companyâs established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with Internal Auditors.
AUDITORS & AUDIT
The Statutory Auditors of the Company, M/s Rai Qimat & Associates, Chartered Accountants, Delhi (Firm Registration No.013152C), who were appointed as Statutory Auditors by the members for a period of Five years, subject to ratification by the members of the Company at every subsequent Annual General Meeting. Ratification for appointment of M/s Rai Qimat & Associates, Chartered Accountants for the Financial Year 2016-17 is being sought from the Members of the Company at the forthcoming Annual General Meeting.
As per the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s Rai Qimat & Associates, Chartered Accountants, for continuation of its appointment and a certificate, to the effect that its appointment, if continued, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.
The Members are requested to ratify the appointment of the Statutory Auditors as aforesaid and fix their remuneration.
The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.
INTERNAL AUDITORS
The Board of Directors of your Company has re-appointed M/s Pawan K Singla & Co., Chartered Accountants, New Delhi (Firm Registration No.021595N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2016-2017.
COST ACCOUNTANT
The Board of Directors of your Company has re-appointed M/s Cheena & Associates, Delhi, Cost Auditors (Firm Registration No.0397) as Cost Accountant of the Company for the financial year 2016-17.
SECRETARIAL AUDITORS
The Board of Directors of your Company has re-appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2016-17. The Report of the Secretarial Auditor is annexed to the Report as per Annexure âAâ.
CORPORATE GOVERNANCE
A report on corporate governance together with Auditorsâ certificate confirming compliance with corporate governance norms, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report along with Report on Management Discussion and Analysis as Annexure âBâ.
(i) Extracts of Annual Return
The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed as per Annexure âCâ.
(ii) Meetings
During the year, Nine Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.
(iii) Composition of Audit Committee
The Board has constituted Audit Committee, which comprises of Mr. Harish Pande, Mr. Rajiv Mehta and Mr. Anirudh Bishnoi. More details about the committee are given in the Corporate Governance Report.
(iv) Related Party Transactions
None of the transactions with any of related parties were in conflict with the Companyâs interest. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements.
(v) Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROL
A detailed note has been provided under Management Discussion and Analysis Report.
BOARD EVALUATION
Pursuant to the Provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually.
The manner of evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of Ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company Secretary in this regards.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure âDâ.
|
Sl. No. |
Company |
Nature of Transaction |
Investment (in Rs. Lakhs) |
|
1. |
Medic amen Biotech Limited |
Investment in Shares |
1615.70 |
RELATED PARTY TRANSACTION
Company does all transaction at Arm Length Price if any transaction having related party transaction under section 188 of Companies Act, 2013 than mention in Form AOC-2 as Annexure âEâ.
SUSTAINABILITY INITIATIVE
Your company is conscious of its responsibility towards preservation of Natural resources and continuously takes initiative to reduce consumption of electricity and water
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the company during the year.
SHARE CAPITAL
There was no change in the Companyâs issued, subscribed and paid up equity share capital during the year.
RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Listing Regulations,2015, the Company has implemented an integrated risk management approach through which it reviews and assesses significant risks controls and mitigation in place. The Audit Committee has additional oversight in the area of financial risk and control. At present the Company has not identified any element of risk which may threaten the existence of the Company.
FAMILIARIZATION OF INDEPENDENT
The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the www.shivalikrasayan.in.
CORPORATE SOCIAL RESPONSIBILITY
No disclosures on Corporate Social Responsibility are required as provision under Section 135 of the Companies Act, 2013 and Rules made there under are not applicable to the Company.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of The Companies (Accounts) Rules, 2014.
A. CONSERVATION OF ENERGY
Energy conservation is a very important part of energy planning and its management. This is not only saves energy resources for future but also avoids wasteful utilization of energy. Energy conservation initiatives provide solution to the energy crisis, environmental degradation and pollution. The company is taking measures to achieve more efficiency in power and fuel consumption. The quality of coal used is being monitored to bring down consumption level.
B. TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
Efforts, in brief, made towards technology absorption, adaption and innovation. The Company as a matter of policy exposes its technical staff to latest technological developments by encouraging them to participate in domestic as well as global technical seminars and expositions; this helps them to further improve their knowledge and skills, which in turn results in better quality products and increased productivity.
Benefits derived as a result of the above efforts Product innovation and renovation, improvement in yield, product quality, input substitution, cost effectiveness and energy conservation as the major benefits.
C. FOREIGN EXCHANGE EARNING AND OUTGO
During the period under review: CIF Value of Imports is Rs.2,41,23,255/-.
PERSONNEL
Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, employees, government agencies, local authorities for their continued trust and support to the company.
for and on behalf of the Board
Sd/-
Place : New Delhi RAHUL BISHNOI
Dated : 12th August, 2016 Chairman
DIN : 00317960
Mar 31, 2015
TO THE MEMBERS
The Directors have pleasure in presenting this Thirty Seventh Annual
Report together with the Audited Accounts of the company for the year
financial year ended on 31st March 2015.
WORKING RESULTS
The Sales of your company have increased by 16.47% and net profit
increased by 53.15% during the year when compared to last year's
performance.
Financial Data (Rs. in Lac) Current Year Previous Year
Sales 4640.93 3984.79
Other Income 41.36 13.01
Profit for the year before Tax 272.37 178.97
Provision for taxation 88.35 58.93
Deferred Tax Assets/(Liability) (3.32) (2.06)
NET PROFIT FOR APPROPRIATION 180.69 117.98
DIVIDEND
In view of the future needs of funds for growth of the company dividend
is not recommended in the current year.
CURRENT OUTLOOK
The profit before tax is Rs.272.37 Lacs. The management is hopeful to
continue the profitability further. The per hectare usage of
pesticides in India is still quite low in comparison to international
standards. Therefore there is substantial growth potential in agro
chemical business.
FIXED DEPOSITS
No fixed deposits have been accepted from public during the financial
year 2014-15.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Ashwani Kumar Sharma,
Directors of the Company retire by rotation and being eligible, offers
himself for reappointment.
During the year, Mr. Arun Kumar (DIN 07031730) has been appointed as an
Additional Director on the Board of the Company w.e.f. 14.02.2015.
During the year, Mrs. Usha Pande (DIN 07091890) has been appointed as
an Additional Women Director on the Board of the Company w.e.f.
14.02.2015.
Your Directors welcome Mr. Arun Kumar and Mrs. Usha Pande on the Board
of the Company.
All the independent Directors have given Declarations that they meet
criteria of independence as laid down u/s 149(6) of the Companies Act,
2013 and Clause No.49 of the Listing Agreement.
Brief resume of the above Directors proposed to be appointed /
re-appointed, nature of their expertise in specific functional areas
and the name of the public companies in which they hold the
Directorship and the Chairmanship/membership of the Committees of the
Board, as stipulated under clause 49 of the Listing Agreement with the
Stock Exchanges, are given in Explanatory Statements to the Notice
convening the Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of
the Company, subject to disclosures in the Annual Accounts and also on
the basis of the discussion with the Statutory Auditors/ Internal
Auditors of the Company from time to time, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
On the basis of compliance certificates received from the Executives of
the Company, subject to disclosures in the Annual Accounts and also on
the basis of the discussion with the Statutory Auditors/ Internal
Auditors of the Company from time to time, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
i) that in the preparation of the Annual Financial Statements for the
year ended on 31st March, 2015 the applicable accounting standards have
been followed.
ii) that the Company has selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 the year under review.
iii) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) that the annual financial statements have been prepared on a
on-going concern basis.
v) that proper Internal Financial Controls were in place and that the
financial controls were adequate and were operating effectively.
vi) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
The Company's Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company's established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviews the internal control and financial reporting issues
with Internal Auditors.
AUDITORS & AUDIT
The Statutory Auditors of the Company, M/s Rai Qimat & Associates,
Chartered Accountants, Delhi (Firm Registration No.013152C), who were
appointed as Statutory Auditors by the members for conclusion of this
Annual General Meeting. Their re-appointed as the auditors of the
Company to hold office from the conclusion of this Annual General
Meeting until conclusion of the Sixth Annual General Meeting from this
Annual General Meeting (subject to ratification of the appointment by
the members at every AGM held after this AGM) .
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
INTERNAL AUDITORS
The Board of Directors of your Company has appointed M/s Pawan K Singla
& Co., Chartered Accountants, New Delhi (Firm Registration No.021595N)
as Internal Auditors pursuant to the provisions of Section 138 of the
Companies Act, 2013 for the financial year 2015-2016.
COST AUDITORS
The Board of Directors of your Company has re-appointed M/s Cheena &
Associates, Delhi, Cost Auditors (Firm Registration No.0397) as Cost
Auditors of the Company for the financial year 2015-16.
SECRETARIAL AUDITORS
The Board of Directors of your Company has appointed M/s AMJ &
Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant
to the provisions of Section 204 of the Companies Act, 2013 for the
financial year 2015-16. The Report of the Secretarial Auditor is
annexed to the Report as per Annexure "A".
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchange.
A separate Report on Corporate Governance alongwith Report on
Management Discussion and Analysis is enclosed as part of the Annual
Report as Annexure "B".
Disclosure under Companies Act, 2013
(i) Extracts of Annual Return
The details forming Part of the Extracts of Annual Return (Form-MGT-9)
is annexed as per Annexure "C".
(ii) Meetings
During the year, Eight Board Meetings and Five Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report.
(iii) Composition of Audit Committee
The Board has constituted Audit Committee, which comprises of Mr.
Harish Pande, Mr. Rajiv Mehta and Mr. Anirudh Bishnoi. More details
about the committee are given in the Corporate Governance Report.
(iv) Related Party Transactions
None of the transactions with any of related parties were in conflict
with the Company's interest. Suitable disclosure as required by the
Accounting Standards (AS-18) has been made in the notes to the
Financial Statements.
(v) Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the
Provisions of Section 186 of the Companies Act, 2013 are given in the
accompanying Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant, material orders passed by the Regulators or
Courts, which would impact the going concern status of the Company and
its future operations.
INTERNAL FINANCIAL CONTROL
A detailed note has been provided under Management Discussion and
Analysis Report.
BOARD EVALUATION
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 and the Directors individually.
The manner of evaluation of Non-Independent Directors, Chairman and the
Board as a whole was done at a separate meeting held by Independent
Directors.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is
available for inspection by the members at the Registered office of the
Company during business hours on working days of the Company up to the
date of Ensuing Annual General Meeting. Member interested in obtaining
a copy thereof, may write to the Company Secretary in this regards.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided as per Annexure "D".
RELATED PARTY TRANSACTION
Company does all transaction at Arm Length Price if any transaction
having related party transaction under section 188 of Companies Act,
2013 than mention in Form AOC-2 as Annexure "E".
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information regarding Conservation of Energy, Technology Absorption
and Foreign Exchange Earn- ings and Outgo stipulated under Section
134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of The
Companies (Accounts) Rules, 2014.
A. CONSERVATION OF ENERGY
Energy conservation is a very important part of energy planning and its
management. This is not only saves energy resources for future but also
avoids wasteful utilization of energy. Energy conservation initiatives
provide solution to the energy crisis, environmental degradation and
pollution. The com- pany is taking measures to achieve more efficiency
in power and fuel consumption. The quality of coal used is being
monitored to bring down consumption level.
B. TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
Efforts, in brief, made towards technology absorption, adaption and
innovation. The Company as a matter of policy exposes its technical
staff to latest technological developments by encouraging them to
participate in domestic as well as global technical seminars and
expositions; this helps them to further improve their knowledge and
skills, which in turn results in better quality products and increased
productivity.
Benefits derived as a result of the above efforts Product innovation
and renovation, improvement in yield, product quality, input
substitution, cost effectiveness and energy conservation as the major
benefits.
C. FOREIGN EXCHANGE EARNING AND OUTGO
During the period under review: CIF Value of Imports is
Rs.2,83,29,528/-
PERSONNEL
Personnel relations with all employees remained cordial and harmonious
throughout the year. Your Directors wish to place on record their
sincere appreciation for the continued, sincere and devoted services
rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Board takes this opportunity to sincerely thank all its
stakeholders namely, shareholders, custom- ers, suppliers/contractors,
employees, government agencies, local authorities for their continued
trust and support to the company.
for and on behalf of the Board
Sd/-
Place : New Delhi RAHUL BISHNOI
Dated : 2nd Sept, 2015 Chairman
DIN : 00317960
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting this Thirty Sixth Annual
Report together with the audited accounts of the company for the year
financial year ended on 31st March 2014.
WORKING RESULTS
The Sales of your company have increased by 23.19% and net profit
increased by 26.97% during the year when compared to last year''s
performance.
Financial Data (Rs. in Lac) Current Year Previous Year
Sales 3984.79 3234.63
Other Income 13.01 29.86
Profit for the year before Tax 178.97 135.43
Provision for taxation 58.93 40.62
Deferred Tax Assets/(Liability) (2.06) (1.88)
NET PROFIT FOR APPROPRIATION 117.98 92.92
DIVIDEND
The company has recovered accumulated losses and financial positions
of the company does not allow this year to recommend any divided.
CURRENT OUTLOOK
The profit before tax is Rs.178.97 lacs. The management is hopeful to
continue the profitability further.
Agrochemical industry has developed substantially in India and reached
a size of approximately 1.33 lac metric tons, out of which 50% is
exported. There are about 125 technical grade manufacturers and about
800 formulators in the Country. Despite the aforesaid growth in India,
per hectare consumption of agrochemicals is only 0.58 kilogram as
against 16.6 kilogram in Korea, 11 kilogram in Japan and 4.5 kilogram
in USA. Hence there is a substantial potential for growth of this
industry in India.
FIXED DEPOSITS
No fresh/renewal of deposits were accepted during the financial year
2013-14.
DIRECTORS'' RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives
of the Company, subject to disclosures in the Annual Accounts and also
on the basis of the discussion with the Statutory Auditors of the
Company from time to time, we state as under:
i) That in the preparation of the annual accounts for the financial
year ended on 31st March, 2014 the applicable accounting standards
have been followed and that there has been no material departures.
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
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 the year under review.
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) That the Directors have prepared the annual accounts on a going
concern basis.
The Audit Committee constituted by the Board reviews the internal
control and financial reporting issues.
DIRECTORS
Pursuant to Section 152 of the Companies Act, 2013, Shri Harish Pande
and Shri Puneet Chandra, Directors, liable to retire by rotation at
the ensuing Annual General Meeting and being eligible, have offered
themselves for re-appointment.
The Company has received requisite notice(s) from the member(s)
proposing the candidatures of Shri Rajiv Mehta and Shri Kailash Gupta
for appointment as Director(s), liable to retire by rotation, as
Independent Director(s).
Pursuant to Section 161 of the Companies Act, 2013, Shri Rajiv Mehta
and Shri Kailash Gupta were appointed as Additional Directors on 25th
January, 2014. All the above Directors shall hold office upto the date
of 36th Annual General Meeting of the Company.
Brief resume of Directors seeking appointment/re-appointment along
with other details as stipulated under Clause 49 of the listing
agreement, are provided in the Notice for convening the Annual General
Meeting.
STATUTORY AUDITORS
The Statutory Auditors of the Company, M/s Rai Qimat & Associates,
Chartered Accountants, Delhi (Firm Registration No.013152C), retire at
the ensuing Annual General Meeting and has confirmed their eligibility
and willingness to accept office, if re-appointed. The Audit Committee
and the Board of Directors recommends the re-appointment of M/s Rai
Qimat & Associates, Chartered Accountants, as the Auditors of the
Company till the conclusion of next annual general meeting.
The observations of the Auditors and the relevant notes on the
accounts are self-explanatory and therefore do not call for any
further comments.
SECRETARIAL AUDITORS
The Board of Directors of your Company has appointed M/s AMJ &
Associates, Practicing Company Secretary, (Membership No.FCS-5832)
Delhi as Secretarial Auditor pursuant to the provisions of Section 204
of the Companies Act, 2013 for the financial year 2014-15.
COST AUDITORS
The Cost Accountant of the Company, M/s Cheena & Associates, Cost
Auditors, Delhi (Firm Registration No.0397) were appointed as Cost
Auditors of the Company for the financial year 2013-14. Further the
Board of Directors has re-appointed them as Cost Auditors for the
financial year 2014-15.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchange.
A separate Report on Corporate Governance alongwith Report on
Management Discussion and Analysis is enclosed as part of the Annual
Report.
STATUTORY DISCLOSURES
None of the Directors of your Company is disqualified as per provision
of Section 274(1)(g) of the Companies Act, 1956. Your Directors have
made necessary disclosures as required under various provisions of the
Companies Act, 1956 and Clause 49 of the Listing Agreement.
During the Year under report, none of the employee of the company was
in receipt of remuneration equal to/exceeding the limit prescribed
under section 217 (2A) of the Companies Act, 1956
LISTING FEES
The Annual Listing Fee had been paid to Delhi Stock Exchange where the
company''s shares are listed.
CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
1. Disclosure of Particulars with respect to Conservation of Energy
2. Technology Absorption
The company could not undertake any technology absorption measures due
to constraint of funds.
3. Foreign exchange earnings and outgo: Nil
PERSONNEL
Personnel relations with all employees remained cordial and harmonious
throughout the year. Your Directors wish to place on record their
sincere appreciation for the continued, sincere and devoted services
rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Board takes this opportunity to sincerely thank all its
stakeholders namely, shareholders, customers, suppliers/contractors,
employees, government agencies, local authorities and banks for their
continued trust and support to the company.
for and on behalf of the Board of Directors
Sd/-
Place : New Delhi RAHUL BISHNOI
Dated : 25th August, 2014 Chairman
DIN : 00317960
Mar 31, 2013
Dear members,
The Directors have pleasure in presenting their 35th Annual Report
together with an audited statement of account for the year ended on
31st March 2013 and Auditors'' Report thereon.
WORKING RESULTS
The Sales of your company have increased by 12.94% and net profit
increased by 6.38% during the year when compared to last year''s
performance.
Financial Data (Rs. in Lac) Current Year Previous Year
Sales 3234.63 2863.97
Other Income 29.86 23.16
Profit for the year before Tax 135.43 126.51
Provision for taxation 40.62 33.78
Deferred Tax Assets/(Liability) (1.88) (5.38)
NET PROFIT FOR APPROPRIATION 92.92 87.35
DIVIDEND
The company has recovered accumulated losses and financial positions
of the company does not allow this year to recommend any divided.
CURRENT OUTLOOK
The profit before tax is Rs.135.43 lacs. The management is hopeful to
continue the profitability further. CORPORATE GOVERNANCE
Your Company has fully complied with the requirements of Clause 49 of
the Listing Agreement regarding Corporate Governance.
A report of Corporate Governance Practices and Management Discussion
and Analysis are given as annexure to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your directors confirm as under:-
a) that in preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
b) that the directors have selected such accounting policies 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 or loss
of the company for that period;
c) that the directors have 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;
d) that the directors have prepared the annual accounts on a going
concern basis.
DIRECTORS
Shri Tejasvi Bishnoi & Shri Ashwani Sharma retires by rotation and is
eligible for re-appointment.
SECRETARIAL COMPLIANCE CERTIFICATE
A Secretarial Compliance Certificate pursuant to Section 383A of the
Companies Act, 1956, is attached herewith.
LISTING FEES
The Annual Listing Fee for the year 2012-13 had been paid to Delhi
Stock Exchange where the company''s shares are listed.
AUDITORS
M/s Rai Qimat & Associates, Chartered Accountants, New Delhi retires
at the conclusion of this Annual General Meeting and being eligible,
offer themselves for re-appointment. A letter has been received from
them stating that the re-appointment, if made, will be in accordance
with the provisions of Section 224(1B) of the Companies Act, 1956.
COST AUDITORS
The company has appointed M/s Cheena & Associates, Cost Auditors for
conducting Cost Audit for the financial year 2012-13
CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
1. Disclosure of Particulars with respect to Conservation of Energy
2. Technology Absorption
The company could not undertake any technology absorption measures due
to constraint of funds.
3. Foreign exchange earnings and outgo: Nil
PARTICULARS OF EMPLOYEES
There were no employees as per the requirements of Section 217(2A) of
the Companies Act, 1956.
PERSONNEL
The company continued to maintain harmonious and cordial relations
with its workers. The Directors wish to place on record their
appreciation for the services and untiring efforts of the employees at
all levels.
ACKNOWLEDGEMENT
The Board takes this opportunity to sincerely thank all its
stakeholders namely, shareholders, customers, suppliers/contractors,
employees, government agencies, local authorities for their continued
trust and support to the company.
for and on behalf of the Board of Directors
Sd/-
Place : New Delhi RAHUL BISHNOI
Dated : 4th June, 2013 Chairman
Mar 31, 2012
Dear members,
The Directors have pleasure in presenting their 34th Annual Report
together with an audited statement of account for the year ended on
31st March 2012 and Auditors'' Report thereon.
WORKING RESULTS
The Sales of your company have increased by 3.66% and net profit
increased by 43.57% during the year when compared to last year''s
performance.
Financial Data (Rs. in Lac) Current Year Previous Year
Sales 2863.97 2762.84
Other Income 23.16 15.17
Profit for the year before Tax 126.51 88.62
Provision for taxation 33.78 19.89
Deferred Tax Assets/(Liability) (5.38) (7.57)
NET PROFIT FOR APPROPRIATION 87.35 60.84
DIVIDEND
The company has recovered accumulated losses and financial positions
of the company does not allow this year to recommend any divided.
CURRENT OUTLOOK
The profit before tax is Rs.126.51 lacs. The management is hopeful to
continue the profitability further.
CORPORATE GOVERNANCE
Your Company has fully complied with the requirements of Clause 49 of
the Listing Agreement regarding Corporate Governance.
A report of Corporate Governance Practices and Management Discussion
and Analysis are given as annexure to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your directors confirm as under:-
a) that in preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
b) that the directors have selected such accounting policies 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 or loss
of the company for that period;
c) that the directors have 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;
d) that the directors have prepared the annual accounts on a going
concern basis.
DIRECTORS
Shri Ashwani Sharma was re-appointed as the whole time Director of the
Company effective from 18th July, 2012 for a period of 5 years i.e.,
up to 17th July, 2017 by the Board in view of his appreciable
performance as Director of the company.
Shri Anirudh Bishnoi retires by rotation and is eligible for
re-appointment.
SECRETARIAL COMPLIANCE CERTIFICATE
A Secretarial Compliance Certificate pursuant to Section 383A of the
Companies Act, 1956, is attached herewith.
QUALIFICATION IN THE AUDITORS'' REPORT
The qualifications in the Auditors'' Report have been well explained
in the Notes to Financial Statements and are self-explanatory.
Further, the Directors would like to clarify as under:-
The company has been making a provision towards the payment of
gratuity liability in its books of account as per the provisions of
the Payment of Gratuity Act, 1972. Similarly, liability towards leave
encashment is being provided for encashable leave due to the employees
on the basis of last salary drawn. Accounting Standard (AS) - 15
"Accounting for Retirement Benefits in the Financial Statements of
Employers" issued by the Institute of Chartered Accountants of
India, states that the liability towards retirement benefits should be
ascertained and provided for on the basis of actuarial valuation.
Further, it requires that the company should make contribution to a
trust fund or insurer for this purpose. The circumstances of the
company so far do not permit it to bear expenses for an Actuarial
Valuation and contribute to a trust fund from the already scarce
sources of funds. However, your Directors are hopeful that with the
improving position of the company, steps will be taken to comply with
the relevant provisions in the future.
LISTING FEES
The Annual Listing Fee for the year 2011-12 had been paid to Delhi
Stock Exchange where the company''s shares are listed.
AUDITORS
M/s Rai Qimat & Associates, Chartered Accountants, New Delhi retires
at the conclusion of this Annual General Meeting and being eligible,
offer themselves for re-appointment. A letter has been received from
them stating that the re-appointment, if made, will be in accordance
with the provisions of Section 224(1B) of the Companies Act, 1956.
CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
The company is taking measures to achieve more efficiency in power and
fuel consumption. The quality of coal used is being monitored to bring
down consumption levels.
2. Technology Absorption
The company could not undertake any technology absorption measures due
to constraint of funds.
3. Foreign exchange earnings and outgo: Rs. 287.73 Lacs PARTICULARS OF
EMPLOYEES
There were no employees as per the requirements of Section 217(2A) of
the Companies Act, 1956.
PERSONNEL
The company continued to maintain harmonious and cordial relations
with its workers. The Directors wish to place on record their
appreciation for the services and untiring efforts of the employees at
all levels.
ACKNOWLEDGEMENT
The Board takes this opportunity to sincerely thank all its
stakeholders namely, shareholders, customers, suppliers/contractors,
employees, government agencies, local authorities for their continued
trust and support to the company.
for and on behalf of the Board of Directors
Sd/-
Place : New Delhi RAHUL BISHNOI
Dated : 4th June, 2012 Chairman
SHIVALIK RASAYAN LIMITED
Mar 31, 2011
Dear members,
The Directors have pleasure in presenting their 33rd Annual Report
together with an audited statement of account for the year ended on
31st March 2011 and Auditors'' Report thereon.
WORKING RESULTS
The Sales of your company have increased by 27.64% and net profit
increased by 48.17% during the year when compared to last year''s
performance.
Financial Data (Rs. in Lac) Current Year Previous Year
Sales 2762.84 2164.63
Other Income 15.17 13.36
Profit before Depreciation 99.67 69.92
Depreciation 11.49 9.73
Profit for the year before Tax 88.18 60.19
Provision for taxation 19.75 19.40
Deferred Tax Assets/(Liability) (7.57) 0.49
NET PROFIT FOR APPROPRIATION 60.84 41.28
DIVIDEND
The company has recovered accumulated losses and financial positions
of the company does not allow this year to recommend any divided.
CURRENT OUTLOOK
The net profit before depreciation is Rs.99.67 lacs. The management is
hopeful to continue the profitability further.
CORPORATE GOVERNANCE
Your Company has fully complied with the requirements of Clause 49 of
the Listing Agreement regarding Corporate Governance.
A report of Corporate Governance Practices and Management Discussion
and Analysis are given as annexure to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your directors confirm as under:-
a) that in preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
b) that the directors have selected such accounting policies 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 or loss
of the company for that period;
c) that the directors have 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;
d) that the directors have prepared the annual accounts on a going
concern basis.
DIRECTORS
Shri Puneet Chandra retires by rotation and is eligible for
re-appointment.
SECRETARIAL COMPLIANCE CERTIFICATE
A Secretarial Compliance Certificate pursuant to Section 383A of the
Companies Act, 1956, is attached herewith.
QUALIFICATION IN THE AUDITORS'' REPORT
The qualifications in the Auditors'' Report have been well explained
in the Notes to Financial Statements and are self-explanatory.
Further, the Directors would like to clarify as under:-
The company has been making a provision towards the payment of
gratuity liability in its books of account as per the provisions of
the Payment of Gratuity Act, 1972. Similarly, liability towards leave
encashment is being provided for encashable leave due to the employees
on the basis of last salary drawn. Accounting Standard (AS) - 15
"Accounting for Retirement Benefits in the Financial Statements of
Employers" issued by the Institute of Chartered Accountants of
India, states that the liability towards retirement benefits should be
ascertained and provided for on the basis of actuarial valuation.
During the year, your company has created a trust namely Shivalik
Rasayan Limited Employee Group Gratuity Trust and actuarial valuation
of Gratuity liability arrived at Rs. 32,68,960/-. Out of this a sum of
Rs. 19,82,513/- has been paid to life Insurance Corporation of India.
LISTING FEES
The Annual Listing Fee for the year 2010-11 had been paid to Delhi
Stock Exchange where the company''s shares are listed.
AUDITORS
M/s Kailash K. Gupta & Associates, Chartered Accountants, New Delhi
retires at the conclusion of this Annual General Meeting. M/s Rai
Qimat & Associates, Chartered Accountants is being eligible, offer
themselves for appointment of Auditor of the company, till the
conclusion of next Annual General Meeting of the company. A letter has
been received from them stating that the re-appointment, if made, will
be in accordance with the provisions of Section 224(1B) of the
Companies Act, 1956.
CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
1. Disclosure of Particulars with respect to Conservation of Energy
2. Technology Absorption
The company could not undertake any technology absorption measures due
to constraint of funds.
3. Foreign exchange earnings and outgo: Rs. 294.49 Lacs PARTICULARS OF
EMPLOYEES
There were no employees as per the requirements of Section 217(2A) of
the Companies Act, 1956. PERSONNEL
The company continued to maintain harmonious and cordial relations
with its workers. The Directors wish to place on record their
appreciation for the services and untiring efforts of the employees at
all levels.
ACKNOWLEDGEMENT
The Board takes this opportunity to sincerely thank all its
stakeholders namely, shareholders, customers, suppliers/contractors,
employees, government agencies, local authorities for their continued
trust and support to the company.
for and on behalf of the Board of Directors
Sd/-
Place : New Delhi RAHUL BISHNOI
Dated : 1st July, 2011 Chairman
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