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Directors Report of Shervani Industrial Syndicate Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 67th Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS (Rs. in Lac)

Total Revenue 186

Loss before Depreciation 101

Depreciation 28

Loss after Depreciation before tax 129

Current/Earlier year tax 1

Loss after tax 130

2. DIVIDEND

Due to inadequacy of Profit and the provisions of the Companies Act, 2013, your Directors are not in position to propose any dividend for the year ended on 31st March, 2015.

3. OPERATIONS REVIEW

During the year under review, the company commenced the infrastructure development of its real estate project 'Shervani Legacy' as per approved layout plan. This includes construction of roads, pedestrian pathways, sewer, water and electricity lines. The project has received much appreciation from the public but the booking of plots could not reach the expected levels due to a sluggish market and the slow down of the economy in general. The initial development expenses, therefore, are not commensurate with the amount of advance received towards booking of plots. But during the next year, your company hopes to book and sell plots in line with its business plan.

5. CORPORATE GOVERNANCE

As per Clause 49 of The Listing Agreement with the Stock Exchange a separate section on the corporate governance practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is separately furnished and forms an integral part of this report.

6. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure -A.

7. BOARD MEETINGS

The calendar of Meetings is prepared and circulated in advance to the Directors. During the year, 4 nos. Board Meetings were convened and details of which are given in the Corporate Governance Report.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013, the Directors state that;

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit and loss of the Company for that period;

(iii) the Directors 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:

(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.

9. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

10. NOMINATION & REMUNERATION

The Board on the recommendation of the Nomination & Remuneration Committee, make the appointment of Directors, senior management and fix their remuneration. Key Management Personnel are appointed by the Board after consideration of their qualification and exposure to required fields. The details are stated in the Corporate Governance Report.

11. AUDITORS REPORT

The observations of the Statutory Auditors in their report are appropriately dealt with notes forming part of Financial Statement. No qualification or adverse remarks has been made by the Company Secretary in practice in his Secretarial Audit Report.

12. RELATED PARTY TRANSACTIONS

To provide transparency in management and ensure compliance with the provisions of various laws the Audit Committee has provided guidelines to the Directors/Board. The guidelines inter alia provide for identification, manner of dealing, conduct and documentation of such transactions as per the provisions of the Companies Act and other applicable rules and regulations.

There were no related party transactions between the Company and the Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company. All related party transactions that were entered in to during the financial year were in the ordinary course of business and disclosed at Note No.31 attached to the balance sheet. None of the Director's has any pecuniary relationship or transaction vis-a-vis the Company.

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

There is nothing to report about the conservation of energy and technology absorption during the year. There is no foreign exchange earnings and outgo. .

14. RISK MANAGEMENT

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 separately in the Corporate Governance Report.

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 148 of the Companies Act, 2013 are not applicable to your company.

16. BOARD EVALUATION

The Board carries out annual evaluation of its own performance, of the Directors individually as well of the working of its various Committees. The key areas for evaluation are the quality of deliberations and contribution towards performance and guidance to management. The Board of Directors expressed their satisfaction with the evaluation process.

17. DIRECTORS

Mr.Tahir Hasan and Mr.Raju Verghese are the Directors retiring by rotation and, being eligible, offers themselves for re- appointment. In compliance of section 161 of the Companies Act, 2013 and Listing Agreement regarding appointment of woman Director the Board in the meeting held on 9.02.2015 appointed Mrs Shefali Bansal as an Additional Director of the Company till the date of this Annual General Meeting. The Board recommends the appointment of Mrs Shefali Bansal as Director of the Company liable to retire by rotation.

As required by the Listing Agreement with the Stock Exchange the relevant details in respect of the Directors proposed to be appointed / re-appointed have been annexed to the notice of meeting in terms of Section 102(1) of the Companies Act 2013.The Directors recommend all the resolutions placed before the Members relating to Directors for their approval.

18. STATUTORY AUDITORS

M/s PL.Tandon & Co. Chartered Accountants, Kanpur retire at the ensuing Annual General Meeting and are eligible for re- appointment. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the rules framed thereunder for re-appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

19. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies ( Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s Siddiqui & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of Secretarial Auditor is annexed herewith as Annexure-B.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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.

21. SUBSIDIARY COMPANY FARCO FOODS PRIVATE LIMITED

During the year under review the subsidiary company has produced 5139 MT biscuits of Priyagold Brand on job work basis. The unit earned a profit of Rs.33.46 lacs.

22. DEPOSITS

The Company had discontinued its public deposit scheme in financial year 2014-2015 and paid all the deposit alongwith interest thereon during the financial year. The Company has not accepted or renewed any deposit during the year falling within the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 accordingly no amount was outstanding as on date of the Balance Sheet.

23. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the section 129(3) of the Companies Act, 2013 and the accounting standard AS-21 on consolidated financial statement(s) read with accounting standard AS-23 on accounting for investments in associates, your Company has prepared the consolidated financial statements and the salient features of the financial statements of the subsidiary and associate companies are given in the Notes to Consolidated Financial Statements and annexed here-with in Form AOC-1 as Annexure-C.

24. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION ) RULES, 2014.

None of the employee of the Company was in receipt of total remuneration of Rs. 60,00,000/- per annum, or Rs. 5,00,000/- per month during the financial year under review.

Information required pursuant to section 197 of the Companies Act, 2013 read with Rule 5 of the Companies ( Appointment & Remuneration ) Rules, 2014 is annexed as Annexure-D.

25. INDUSTRIAL RELATIONS

Industrial relations remained satisfactory during the period under review.

26. ACKNOWLEDGEMENTS

Your Directors wish to convey their deep sense of appreciation for the continued support, and co-operation extended by bankers, Central and State Government and all other stakeholders. The Directors also wish to place on record their sincere appreciation for the commitment and enthusiasm of the employees for the Company.

For and on behalf of the Board Tahir Hasan S L Shervani Whole-time Director Managing Director & Chief Financial Officer

Place: Allahabad Date: August 8, 2015




Mar 31, 2014

Dear members,

The Directors take pleasure In presenting the 66th Annual Report together with the audited Financial Statements for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lac)

Loss before Depreciation 97

Depreciation 19

Loss after Depreciation & before Tax 116

Current / Earlier Year Tax 1

Loss after Tax 117

Less; Amt. Transferred from General Reserve 200

Add: Unabsorbed Depreciation of previous year 17

Amount available for appropriation 66

APPROPRIATION

Proposed Dividend 16

Tax on Dividend 3

Balance carried forward 47

DIVIDEND

Your Directors recommend dividend @ 5% for the year 2013-14 payable as under;

(Rs. in Lacs)

(1) Ordinary Shares @ Re. 0.50 per share 16.30

(2) Deferred Shares @ Rs.1.25 per share 0.10

TOTAL 16.40

OPERATIONS REVIEW

During the period under review, the Allahabad Development Authority has sanctioned a plan submitted by the Company to develop a part of its land. The approved lay out plan envisages residential plots, and some limited group housing with fully developed common facilities including roads, pathways, drain, water supply, sewer lines and water harvesting. The project has been given the name of ''Shervani Legacy''. Initial work on the project has started, and detailed working drawings as per the sanctioned plans are being prepared.

SUBSIDIARY COMPANY

FARCO FOODS PRIVATE LIMITED

During the current year, the subsidiary has again shown considerable improvement by producing 5215 MT biscuits of the "Priyagold" Brand under the jobwork agreement. The unit earned a profit of Rs.68.88 lacs.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the accounting standard AS-21 on consolidated financial statements read with accounting standard AS-23 on accounting for investments in associates, your company has prepared the consolidated financial statements and annexed to this Annual Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 Mr. Azher Nisar Shervani and Mr. Saeed Mustafa Shervani Directors of the Company retire by rotation at this Annual General Meeting and being eligible, offer themselves for reappointment. The information as required to be disclosed under clause 49 of the Listing Agreement in case of reappointment of directors is provided in the notice of ensuing annual general meeting.

Pursuant to Section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of directors as Independent Directors. The Board appointed Dr. A.P.Singh, Mr G.S. Chaturvedi, Mr. Mohd. Aslam Sayeed and Mr Kush Bhargava as Independent Director in terms of said provision and Clause 49 of the listing agreement subject to approval of shareholders. Necessary details have been annexed to the notice of the meeting in terms of Section 102(1) of the said Act.

AUDITORS

The observations of the Auditors in their report are appropriately dealt with Notes forming part of Financial Statement.

M/s P. L. Tandon & Co., Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under the Companies Act, 2013.

CORPORATE GOVERNANCE

Report on Corporate Governance along with Auditors'' Statement on its compliance is annexed to this Annual Report.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure ''A'' to this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with Sub-Section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time and forming part of Directors Report- Not Applicable

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state as under;

(i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed and there is no material departure;

(ii) That the accounting policies selected and applied are consistent and the judgements and estimates made 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;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Annual Accounts have been prepared on a going concern basis.

DEPOSITS

During the year fixed deposit amounting to Rs. 1 Lac was paid and renewed and no deposit remains unpaid as on 31st March, 2014. Depositors were intimated well in advance regarding the maturity of deposits with requests to claim their deposits on maturity.

INDUSTRIAL RELATIONS

Industrial Relations remained satisfactory during the period under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the devoted services of ail the employees of the Company and assistance and co-operation received from all stakeholders.

For and on behalf of the Board

Mohd. Aslam Sayeed Saleem I. Shervani Director Managing Director

Place : Allahabad Date : May 23,2014


Mar 31, 2010

The Directors take pleasure in presenting the 62nd Annual Report together with the audited Statements of Accounts for the year ended 31 st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

Profit before Depreciation 406

Depreciation 17

Profit after Depreciation & before Tax 389

Current Tax 10

Profit after Tax 379

Add Balance brought forward from last year 181

Surplus Available for Appropriation 560

Appropriation:

Transferred to General Reserve 300

Proposed Dividend 26

Tax on dividend 5

Balance Carried Forward 229

DIVIDEND

Your Directors recommend dividend @ 8% for the year

2009-10 payable as under:

(Rs. in Lacs)

(1) Ordinary Shares @ Re.0.80 per share 26.08

(2) Deferred Shares @ Rs.2.00 per share 0.16

TOTAL 26.24

OPERATIONS REVIEW

During the year under review your directors have taken all the possible steps to diversify Companys activity in to real estate sector. The Company has entered in to a builder agreement for development of property in to residential flats in the name of "Sterling Apartment" at a very posh locality in Allahabad and pleased to report that booking of the flats commenced after complying with all the legal formalities including the approval of map and clearances from various government departments. Your directors expect that the construction will start with in a couple of months.

SUBSIDIARY COMPANY

FARCO FOODS PRIVATE LIMITED

During the year the name of subsidiary has been changed from Farco Foods Limited to Farco Foods Private Limited. The subsidiary company has not done any business during the year and the management is looking for some alternate arrangement to safeguard the interest of the Company.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the accounting standard AS-21 on consolidated financial statements read with accounting standard AS-23 on accounting for investments in associates, your company has prepared the consolidated financial statements and annexed to this Annual Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.Saeed Mustafa Shervani, Mr. Raju Verghese and Mr. Kush Bhargava Directors of the Company retire by rotation at this Annual General Meeting and are eligible for re- appointment.

AUDITORS

The observations of the Auditors in their report are appropriately dealt with in the schedule of Notes forming part of Accounts.

M/s P. L. Tandon & Co., Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Report on Corporate Governance along with Auditors Statement on its compliance is annexed to this Annual Report.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

As required under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure A to this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with Sub-Section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time and forming part of Directors Report-Not Applicable

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state as under:

(i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed and there is no material departure;

(ii) That the accounting policies selected and applied are consistent and the judgements and estimates made 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;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Annual Accounts have been prepared on a going concern basis.

DEPOSITS

During the year fixed deposit amounting to Rs. 1.90 Lac was repaid. No Deposits were renewed on or before 31st March, 2010. Depositors were intimated well in advance regarding the maturity of deposits with requests to claim their deposits on maturity.

INDUSTRIAL RELATIONS

Industrial Relations remained satisfactory during the period under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the devoted services of all the employees of the Company and assistance and co-operation received from all stakeholders.



For and on behalf of the Board

Saleem I. Shervani G.S. Chaturvedi

Managing Director Director

Place : Allahabad

Date .May 22, 2010



 
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