DIRECTORS REPORT 1. Your Directors have pleasure in presenting the Thirty sixth Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2015. 2. PERFORMANCE & RESULTS: The Total turnover of the Company during the year under review was Rs.2434.13 lacs as compared to Rs.2620.31 lacs in the year 2013-2014. The Decrease in the profit after tax (PAT) from Rs.8.94 lacs to Rs.4.97 lacs is on account of increase in the cost of production. 3. OPERATIONS AND FUTURE PLANS: Looking at the present scenario, the management of the Company has taken following steps: (a) EXPORT The Company is exporting its various products in the overseas market directly and indirectly. For export prospects, the Directors of the Company visited China, Germany, Sri Lanka & USA. They also attended Hardware shows in China & USA. (b) NEW PRODUCT DEVELOPMENT The Company has already developed and added similar/identical more products in its portfolio to cater the needs of the export and home market. (c) FUEL EFFICIENCY The Company has entered into agreement with "BOASCH LTD" for improving the efficiency of the furnaces and have successfully completed project for the Waste Heat Recovery System. The Waste Heat Recovery System will improve the efficiency of the existing furnace by minimum 15%. This will save approximately Rs.15.00 Lacs p.a. Further, steps are being taken to achieve higher efficiency. (d) INSTALLATION OF ROUGHING MILL To achieve higher capacity utilization in the present rolling mills, a roughing mill has been installed. This will enable the Company to utilize the rolling capacity and increase the efficiency. This will give better sales volume in respect of rolled products from September 2015 onwards 4. CHANGES IN THE NATURE OF BUSINESS, IF ANY: From export prospects, the Company plans to export its products duly fitted with handles. The handles are of different categories and as per the requirement of the buyers. Company will offer its products with ceramic fiber moulded handles. Though this is not a material change in the existing product range, it will result in a higher value added to the products. 5. DIVIDEND: In order to conserve the financial resources of the Company, your Board of Directors regret their inability to declare dividend for the year 2014-2015. 6. FIXED DEPOSITS: The Company has not accepted any deposits from public within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review and no amount of principal or interest on fixed deposits was outstanding as on the Balance sheet date. 7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 8. DIRECTORS: In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the Directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company. Accordingly, Mr. Hemant Ranawat (DIN: 00194870) shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment as a Director of the Company. Mr. Narpatmal Singhvi, Mr. Bhavesh Shah and Mr. Karan Singh Chauhan were appointed as an Independent Director in the Thirty Fifth Annual General Meeting held on 11th September, 2014 to hold office for a term upto the conclusion of the 39th Annual General Meeting of the Company in the calendar year 2018. Mr. Narpatmal Singhvi resigned from the office of Director of the Company with effect from 31st March, 2015. The management places on record its appreciation for the valuable services rendered by him during his tenure as the Director of the Company Ms. Manju Singhvi was appointed as an Additional Director in the Company pursuant to the provisions of section 161 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 by the Board of Directors at their meeting held on 31st March, 2015. In terms of section 149 of the Companies Act, 2013, Ms. Manju Singhvi being eligible and offering herself for appointment, is proposed to be appointed as an Independent Director under section 149 of the Companies Act, 2013 to hold office for a term upto the conclusion of the 40th Annual General Meeting of the Company in the calendar year 2019." In the opinion of the Board, Ms Manju Singhvi fulfil the condition specified in the Companies Act, 2013 and rules made thereunder for their appointment as an Independent Director of the Company and are Independent of the management. The proposal regarding the appointment/re-appointment of the aforesaid Directors is placed for your approval. The Board of Directors recommends their appointment/re-appointment. Brief profiles of the Directors proposed to be appointed/re-appointed as required under Clause 49 of the Listing Agreement, are part of the Notice convening the Annual General Meeting. a) PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees b) REMUNERATION POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. (c) MEETINGS OF BOARD AND COMMITTEES: During the year under review, the Board meetings convened and held seven (7) times i.e. on 30th May, 2014, 14th August, 2014, 11th September, 2014, 13th November, 2014, 23rd November, 2014, 12th February, 2015 and 31st March, 2015. Details of all Board Committees along with their composition and meetings held during the year under review are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. (d) REMUNERATION TO DIRECTORS: During the year under review, the Company has not paid any remuneration, sitting fees for attending Board/ Committee Meetings and Commission to any of its Directors. (e) DECLARATION BY AN INDEPENDENT DIRECTORS: All the Independent Directors have given declarations that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. 9. DIRECTORS RESPONSIBILITY STATEMENT: The Board of Directors hereby confirms: (i) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;. (ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;. (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. (iv) the directors had prepared the annual accounts on a going concern basis. (v) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 10. INDUSTRIAL RELATIONS: The industrial relations continued to be generally peaceful and cordial during the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees during the year under review. 11. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF): Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) pursuant to the provisions of section 125 of the Companies Act, 2013 read with relevant rule, if any, applicable. 12. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board for their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions, which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The transactions with the related parties are disclosed in Note No. 30 to the 'Notes on Accounts forming part of the Annual Report. 13. CASH FLOW STATEMENT: In conformity with the Accounting Standard - 3 issued by the Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing Agreement with the BSE Limited, the Cash Flow Statement for the year ended March 31, 2015 is annexed to the accounts. 14. PARTICULARS OF EMPLOYEES: There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information in accordance with the provisions of pursuant to Section 134(3)(m) of the Companies Act, 2013 re ad with Rule 8(3) (A) & (B) of t he Companies (Accounts) Rules, 2014, as amended from time to time, regarding conservation of energy and technology absorption is given in the statement annexed as Annexure A hereto and forming part of the report 16. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement with the BSE Limited, a separate report on Corporate Governance is enclosed herewith as Annexure -B together with a Certificate from the Company's Auditors confirming compliance of conditions on Corporate Governance. 17. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as Annexure - C. 18. CORPORATE SOCIAL RESPONSIBILITY: During the year under review, the Company does not meet any of the criteria as set out in Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence, the requirement for furnishing the details of Corporate Social Responsibility is not applicable to the Company 19. RISK MANAGEMENT POLICY: Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. 20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations. 21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. 22. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE: The slowdown in the world market is continuing and steel prices have also taken a hit. The prices of steel have gone down by approximately 35% on year to year basis. After the Balance sheet date, prices of steel have gone down by 25%. Quarterly result has also suffered on account of this. The management of the Company is striving hard and putting up various strategies like Development of similar new products, improving the efficiency, diversification of the market and economizing its operations, which would result in increase of its share in business despite slow down 23. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees of the Company to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The policy is also available on the website of the Company: www.shivagrico.com 24. AUDITORS: Statutory Auditor: At the Annual General Meeting (AGM) held on 11th September, 2014, M/s Sanghvi Sanghvi & Sanghvi, Chartered Accountants, Mumbai were appointed as statutory auditors of the Company to hold office from the conclusion of this Annual General meeting until the conclusion of the 38th Annual General Meeting In terms of the provision of Section 139(1) of the Companies Act, 2013, the appointment shall be placed for ratification at every AGM. Accordingly, the appointment of M/s Sanghvi Sanghvi & Sanghvi, Chartered Accountants, as statutory auditors of the Company is placed for ratification by the shareholders. In this regards, the Company has received a Certificate from the auditors confirming to the effect that if they are re-appointed, it would be in accordance with provisions of Section 141 of the Companies Act, 2013 and consent letter to act as an Auditor to that effect. Cost Auditor: Pursuant to section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors on the recommendation of the Audit Committee, re-appointed M/s. Chittora & Co, Cost Accountants as Cost Auditors of the Company for the financial year 2015-16 on a remuneration of Rs. 7500/- (Rupees Seven Thousand Five Hundred Only) plus service tax as applicable for the said financial year and requested the Members to ratify the remuneration as recommended above. Secretarial Audit: Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N. Bagaria & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report (e-form MR-3) is annexed herewith as Annexure-D. 25. AUDITORS REPORT: The notes on financial statements referred to in the Auditors Report are self - explanatory and do not call for any other comments. The Auditors Report does not contain any qualifications, reservations or adverse remarks. The company is in the process of appointing company secretary pursuant to the provisions of Section 203 of the Companies Act, 2013. Necessary steps have been initiated to appoint a Company Secretary. 26. KEY MANAGERIAL PERSONNEL: During the year under review, no person falling within the definition of Key Managerial Personnel (KMP) as defined under section 2(51) and 203 of the Companies Act, 2013 was appointed on the Board of the Company or resigned from the Company. 27. AMOUNT TRANSFER TO RESERVES: During the year under review, the Company does not propose to transfer any amount to its Reserves pursuant to the provisions of section 134(3)(j) of the Companies Act, 2013. 28. ISSUE OF SHARES: The Company during the year under review has not issued any Sweat equity shares or shares with differential rights or under Employee stock option scheme nor did it buy - back any of its shares. 29. SUBSIDIARIES: The Company has no subsidiaries. 30. LISTING WITH STOCK EXCHANGE: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited only. 31. SEXUAL HARASSMENT: During the year under review, there were no cases filed or reported pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 32. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES: During the year under review, no remuneration has been paid to any of the directors, and hence the ratio of remuneration of each Director to the median of the employees has not been calculated. 33. ACKNOWLDEGEMENTS: Your Company and its Directors wish to sincerely thanks all the customers, financial institutions, creditors etc for their continuing support and co-operation. Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company and also sincerely thank the shareholders for the confidence reposed by them in the Company and from the continued support and co-operation extended by them. For Shivagrico Implements Limited Sd/- Vimalchand Jain Director DIN: 00194574 Address: 1802, 18th Floor, The Majestic, Anna Saheb Patil Marg, Sayani Road, Khed Gully X Lane, Prabhadevi, Mumbai - 25 Place: - Mumbai Date: - 30.05.2015 |