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Directors Report of Shiva Global Agro Industries Ltd.

Mar 31, 2015

Dear Members,

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

PERFORMANCE OF THE COMPANY

Your company's financial results are summarized hereunder:

Consolidated Particulars 2014-15 2013-14 Income

From Operations 51870.16 52614.64

Other 105.83 153.10

Total 51975.99 52767.74

Profit

Profit Before Interest, Depreciation 2934.43 3045.41 and Taxation

Less : Interest 1626.50 1761.01

Depreciation 306.26 269.76

Profit Before Tax 1001.67 1014.64

Less: Provision for Tax 318.61 349.05

(Including Deferred Tax & MAT Credit Entitlement)

Profit After Tax 683.49 665.59

Add: Surplus brought forward 1962.89 1696.84

Less: Transfer to Minority Interest 228.26 223.66

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

Amount available for appropriations 2430.75 2136.27

Appropriations

Transitional impact of change in useful life of assets

(Net of deferred tax) 15.23 -

Issue of Fully paid Bonus Shares - 156.93

Transfer to General Reserve 18.18 16.45

Surplus retained in the Profit & Loss 2397.78 1962.89 Account

Standalone Particulars 2014-15 2013-14 Income

From Operations 11281.84 8908.07

Other 51.80 61.31

Total 11333.64 8969.38

Profit

Profit Before Interest, Depreciation 885.40 975.73 and Taxation

Less : Interest 486.15 588.10

Depreciation 91.90 112.42

Profit Before Tax 307.35 275.21

Less: Provision for Tax 97.18 97.01

(Including Deferred Tax & MAT Credit Entitlement)

Profit After Tax 210.17 178.20

Add: Surplus brought forward 1277.40 1104.20

Less: Transfer to Minority Interest - -

Add: Adjustments on account of change - - in holding

Amount available for appropriations 1487.57 1282.40

Appropriations

Transitional impact of change in useful life of assets

(Net of deferred tax) 4.79 -

Issue of Fully paid Bonus Shares - -

Transfer to General Reserve 10.00 5.00

Surplus retained in the Profit & Loss 1472.78 1277.40 Account

REVIEW OF OPERATIONS

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

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

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

MANAGEMENT DISCUSSION & ANALYSIS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

CONSOLIDATED FINANCIAL RESULTS:

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

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

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

SUBSIDIARY COMPANIES:

i) Shiva Parvati Poultry Feed Private Limited:

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

ii) Ghatprabha Fertilizers Private Limited

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

iii) Shrinivasa Agro Foods Private Limited

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

iv) Kirtiman Agrogenetics Limited

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

SAFETY, HEALTH & ENVIRONMENT (SHE):

Company's focus on Safety, Health and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards. Your Company maintained high standards of environmental performances with all facilities operating well within norms. The overall safety environment continued to improve during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans and guarantees given and investments made under Section 186 of the Act are given in the Notes to the Financial Statements.

FIXED DEPOSIT

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

PARTICULARS OF EMPLOYEES

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

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

EXTRACT OF THE ANNUAL RETURN

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

CORPORATE GOVERNANCE

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

DIRECTORS

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On their appointment, Independent Directors are familiarized about the Company's operations and businesses. Interaction with the Business Heads and key executives of the Company is also facilitated. Detailed presentations on the business of each of the Division are also made to the Directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarize him/ her about the Company/its businesses and the group practices.

The role, rights, duties and responsibilities of Independent Directors have been incorporated in the Letters of Appointment issued to them. The amendments / updates in statutory provisions are informed from time to time.

The details of familiarisation programme as above are also disclosed on the Company's website.

NUMBER OF BOARD MEETINGS

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

INTERNAL FINANCIAL CONTROL SYSTEMS

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

WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical conduct. The Company has a Whistle Blower Policy which provides the employees, customers, vendors and directors an avenue to raise concerns on ethical and moral standards and legal provisions in conduct of the business operations of the Company.

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE POLICY

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

BOARD EVALUATION

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

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Salient features of the Remuneration Policy are set out in the Report on Corporate Governance.

RISK MANAGEMENT POLICY

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

MATERIAL SUBSIDIARY POLICY

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

RELATED PARTY TRANSACTIONS

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

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

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

AUDIT COMMITTEE

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

STATUTORY AUDITORS

M/s. Jhavar Ladha & Associates, Chartered Accountants, were appointed as Auditors of the Company for a period of five years from the conclusion of the last Annual General Meeting held on 30th September, 2014. As required under the provisions of Section 139 of the Act, a resolution for the yearly ratification of their appointment is being placed before the shareholders for their approval. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Act.

COST AUDITORS

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

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed Mr. Mohammad Anwar ul haq of M/s. AMAM & Associates, Company Secretaries, to undertake the secretarial audit of the Company.

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

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

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

CONDOLENCE

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

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

ACKNOWLEDGEMENT

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results, in an adverse situation.

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

By the order of the Board

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


Mar 31, 2014

Dear members,

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

PERFORMANCE OF THE COMPANY

Your company''s financial results are summarized hereunder:

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

Income

From Operations 52614.64 51806.86 8908.07 10614.51

Other 153.10 276.37 61.31 57.69

Total 52767.74 52083.23 8969.38 10672.20

Profit

Profit Before Interest, 3045.41 2837.98 975.73 1013.82 Depreciation and Taxation

Less: Interest 1761.01 1676.53 588.10 635.29

Depreciation 269.76 255.80 112.42 95.53

Profit Before Tax 1014.64 905.65 275.21 283.00

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

Profit After Tax 640.61 599.86 178.20 181.06

Add: Surplus brought forward 1696.84 1382.08 1104.20 983.96

Less: Transfer to Minority 223.66 176.88 - - Interest

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

Amount available for 2136.27 1769.73 1282.40 1165.03 appropriations

Appropriations

Proposed Dividend - 55.82 - 55.82 (Including Dividend Tax)

Issue of Fully paid Bonus 156.93 - - - Shares

Transfer to General Reserve 16.45 17.07 5.00 5.00

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

REVIEW OF OPERATIONS

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

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

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

SUBSIDIARY COMPANIES:

i) Shiva Parvati Poultry Feed Private Limited:

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

ii) Ghatprabha Fertilizers Private Limited

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

iii) Shrinivasa Agro Foods Private Limited

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

iv) Kirtiman Agrogenetics Limited

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

CONSOLIDATED FINANCIAL RESULTS :

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

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

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

DIRECTORS

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

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

AUDITORS

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

COST AUDITORS

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

DIVIDEND

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

FIXED DEPOSIT

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

SAFETY, HEALTH AND ENVIRONMENT (SHE)

Company''s focus on Safety, Health and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards. Your Company maintained high standards of environmental performances with all facilities operating well within norms. The overall safety environment continued to improve during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION & ANALYSIS

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

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

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

A) CONSERVATION OF ENERGY:

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

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

B) TECHNOLOGY ABSORPTION:

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

ACKNOWLEDGEMENT

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results, in an adverse situation. The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from Union Bank of India and other Banks, financial institutions, as well as from various Government bodies both at the Centre and the State.

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

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


Mar 31, 2012

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

PERFORMANCE OF THE COMPANY

Your Company's financial results are summarized hereunder:

Consolidated Standalone

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

Income

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

Other 148.69 42.52 37.81 29.61

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

Profit

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

Less: Interest 1,647.50 1,250.79 574.27 418.66

Depreciation 243.79 202.52 88.51 54.20

Profit Before Tax 927.58 921.04 461.25 351.34

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

Profit After Tax 634.76 707.42 317.75 259.69

Add: Surplus brought forward 1,033.07 638.72 782.13 638.72

Less: Transfer to Minority Interest 133.85 168.13 0.00 0.00

Less: Transfer to Cost of Investments 23.85 15.62 0.00 0.00

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

Appropriations

Proposed Dividend (Including Dividend Tax) 110.91 111.28 110.91 111.28

Transfer to General Reserve 17.13 18.04 5.00 5.00

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

REVIEW OF OPERATIONS

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

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

SUBSIDIARY COMPANIES

i) Shiva Parvati Poultry Feed Private Ltd.

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

ii) Ghatprabha Fertilizers Private Ltd.

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

iii) Srinivasa Agro Foods Private Ltd.

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

iv) Kirtiman Agro Genetics Ltd..

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

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

SAFETY, HEALTH AND ENVIRONMENT (SHE)

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

DIVIDEND

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

FURTHER PROSPECTS

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

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

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

FIXED DEPOSIT

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

DIRECTORS

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

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

AUDITORS

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

COST AUDITORS

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

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

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

PARTICULARS OF EMPLOYEES

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

ACKNOWLEDGEMENT

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

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

By the order of the Board



Place : Nanded Omprakash K. Gilda

Date : 30th May, 201 Managing Director


Mar 31, 2010

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

PERFORMANCE OF THE COMPANY

Your Companys financial results are summarised hereunder:

Rs. in Lacs

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

Sales 29756.60 8921.77 8867.04

PBIDT 1854.74 744.14 576.82

Finance Charges 932.78 381.86 276.06

Depreciation 156.10 46.67 37.70

Profit Before Taxation 765.86 315.61 263.06

Prior Period Adjustments 149.80 2.86 0.64

Provision for taxation

-Current 198.60 85.00 62.70

-Deferred 140.79 0.70 17.05

- Fringe Benefit Tax 0.00 0.00 1.31

-Dividend Tax 13.15 13.15 8.73

- Mat Credit Entitlement 37.66 0.00 0.00

Profit & Loss after Taxation600.78 219.62 173.91

Less: Transfer to Minority Interest 151.75 0.00 0.00

Less: Transfer to Cost of Investment 229.40 0.00 0.00

APPROPRIATIONS

Proposed Dividend 77.36 77.36 51.39

Transferred to General Reserve5.00 5.00 5.00

Surplus Carried Forward 137.27 137.26 117.52

REVIEW OF OPERATIONS

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

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

DIVIDEND

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

FURTHER PROSPECTS

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

FIXED DEPOSIT

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

DIRECTORS

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

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors have:

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

II) Selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and the profit of the Company for that period.

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

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

CORPORATE GOVERNANCE

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

AUDITORS

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

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE

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

PARTICULARS OF EMPLOYEES

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

ACKNOWLEDGEMENT

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

By Order of the Board

Place: Nanded OMPRAKASH GILDA

Dated: 31st May, 2010 MANAGING DIRECTOR





 
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