Mar 31, 2018
The Directors are pleased to place before you the Twenty Sixth Annual Report and the Audited Accounts of the company for the year ended March 31, 2018.
PERFORMANCE OF THE COMPANY
Your companyâs financial results are summarized hereunder:
(Amount in Rs. Lacs)
Particulars |
Consolidated |
Standalone |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Income |
||||
From Operations |
44427.14 |
44262.34 |
7650.62 |
8680.62 |
Other |
173.50 |
120.73 |
36.85 |
76.71 |
Total |
44600.64 |
44383.07 |
7687.47 |
8757.33 |
Profit |
||||
Profit Before Interest, Depreciation and Taxation |
2498.83 |
2480.69 |
856.54 |
754.40 |
Less: Interest |
1154.84 |
1146.52 |
344.42 |
355.85 |
Depreciation |
292.34 |
290.10 |
96.79 |
97.68 |
Profit Before Tax |
1051.65 |
1044.08 |
415.32 |
300.86 |
Less: Provision for Tax (Including Deferred Tax and MAT Credit Entitlement) |
308.35 |
319.74 |
121.27 |
94.60 |
Profit After Tax |
743.31 |
724.33 |
294.05 |
206.26 |
REVIEW OF OPERATIONS
The delayed monsoon and lower than normal rainfall affected the fertilizer industry during the year 2017-18. The falling prices of the fertilizer and the implementation of Direct Benefit Transfer (DBT) across India in a phased manner affected the movement of fertilizer and led to fall in turnover. Your Companyâs Revenue from Operations for the year fell to Rs.7651 Lakhs from Rs.8681 Lakhs last year. The Profit before Interest, Depreciation and Taxation grew to Rs.856.54 Lakhs from Rs.754.40 Lakhs in the previous year. The Net Profit for the year grew to Rs.415 Lakhs from Rs.301 Lakhs in the previous year i.e. an increase of 38% from last year. The Earnings per share (EPS) for the year stood at Rs.2.94 per share an increase of 41% compared to Rs.2.08 per share for the previous year.
The company could achieve a consolidated turnover of Rs.44427 Lakhs as compared to previous yearâs Rs. 44262 Lakhs and Net Profit Before Tax of Rs.1052 Lakhs for the year under review as against the previous yearâs consolidated Net Profit Before Tax of Rs.1044 Lakhs.
DIVIDEND
Your Directors are pleased to recommend a Dividend of Rs.0.60 per equity share Rs.10/- each. The total outgo for the year would be Rs.70.58 Lakhs, including dividend distribution tax of Rs.10.59 Lakhs.
The Company has adopted Dividend Distribution policy in line with the requirements of Listing Regulations. The Dividend Distribution Policy is available on the website of the Company at www.shivaagro.org.
TRANSFER TO RESERVES
The Company proposes to transfer Rs.10 Lakhs to the General Reserve of the Company and retain Rs.2136.29 Lakhs in the Statement of Profit and Loss.
CONSOLIDATED FINANCIAL RESULTS :
Consolidated Financial Statements incorporating the operations of the Company & 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.15352.65 Lakhs and earned Rs.158.63 Lakhs of Profits After Tax.
ii) Ghatprabha Fertilizers Private Limited
The Company (a 61.53% subsidiary) achieved a total turnover of Rs.3678.86 Lakhs and earned Rs.46.46 Lakhs of Profits After Tax.
iii) Shrinivasa Agro Foods Private Limited
The Company (a 51.01 % subsidiary) achieved a total turnover of Rs.14152.75 Lakhs and earned Rs.301.04 Lakhs of Profits After Tax.
iv) Kirtiman Agrogenetics Limited
The Company (a 64.50% subsidiary) achieved a total turnover of Rs.3813.28 Lakhs and earned Rs.-30.35 Lakhs of Loss After Tax.
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.
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.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on armâs 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 armâs 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 & commission.
AUDITORS
M/s Aditya Falor & Associates, Chartered Accountants, were appointed as Auditors of the Company for a period of five years from the conclusion of the Annual General Meeting held on September 29, 2016. 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.
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 2016-17 has been filed with Ministry of Corporate Affairs within the prescribed time limit as per the Act.
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. Pawan Kasat of M/s. PHK & Associates, Company Secretaries, to undertake the secretarial audit of the Company.
The report of the Secretarial Auditor is marked as Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
PARTICULARS OF LOANS, GUARANTEES & 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 is eligible to accept deposit from public pursuant to Section 73 of the Companies Act, 2013 (âthe Actâ) and the Companies (Acceptance of Deposits) Rules, 2014 (âthe Rulesâ). Pursuant to the Special Resolution passed by the members at the Annual General Meeting (AGM) of the Company held on September 30, 2014, the Board of Directors of the Company, approved the Fixed Deposit Scheme for acceptance of deposits from Members in accordance with the requirements of the Act and the Rules. The Company has accepted deposits of Rs.41.70 Lakhs during the year under review and total Rs.124.60 Lakhs were outstanding as on March 31, 2018. There were no defaults in respect of repayment of any deposits or payment of interest thereon during the year under review.
The Company has not accepted any deposits which are not in compliance with the requirements of the Act.
The Company has no overdue deposits, other than the unclaimed deposits as at the end of the year under review.
DIRECTORS
In accordance with Article 31 of the Companyâs Articles of Association, read with Section 152 of the Companies Act, 2013, Mr. Vijayprakash Onkarlal Agrawal is retiring at the ensuing Annual General Meeting. Mr. Vijayprakash Onkarlal Agrawal, 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.
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, and Nomination and Remuneration 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.
NUMBER OF BOARD MEETINGS
A calendar of meetings is prepared and circulated in advance to the Directors. During the year 2017-18, Four Board Meetings were held, the details of which are given in the Report on Corporate Governance.
AUDIT COMMITTEE
The Audit Committee comprises of Mr. Deepak S. Maliwal, Chairman, Mr. Divakar N. Shetty and Mrs. Sandhya S. Maheshwari. All the recommendations made by the Audit Committee were accepted by the Board.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
On their appointment, Independent Directors are familiarized about the Companyâs 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 Companyâs website.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c)&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 & belief and according to the information and explanations obtained by them :
a) That in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed and there have been no material departures therefrom;
b) 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, 2018 and of the profits of the Company for the year ended on that date;
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 going concern basis;
e) 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;
f) That proper systems are in place to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
KEY MANAGERIAL PERSONNEL
Mr. Omprakash K. Gilda, Managing Director, Mr. Umesh O. Bang, Chief Financial Officer and Mrs. Rashmi G. Agrawal, Company Secretary are the Key Managerial Personnel (KMP) of the Company.
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 C 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.
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.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE POLICY
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work place (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 2017-18, there were no complaints received by the ICC.
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 D to this Report.
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.org.
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 E to this Report.
SAFETY, HEALTH AND ENVIRONMENT (SHE):
Companyâs 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.
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 F 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.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on Management Discussion and Analysis, which forms part of this Annual Report, inter-alia, deal with the operations as also current and future outlook of the company, is furnished separately.
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.
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 Omprakash K. Gilda
Dated : May 30, 2018 Managing Director
Mar 31, 2016
The Directors are pleased to place before you the Twenty Fourth Annual Report and the Audited Accounts of the company for the year ended March 31, 2016.
PERFORMANCE OF THE COMPANY
Your companyâs financial results are summarized hereunder:
(Amount in Rs. Lacs)
Particulars |
Consolidated |
Standalone |
||
2015-16 |
2014-15 |
2015-16 |
2014-15 |
|
Income From Operations |
46409.80 |
51870.60 |
11028.50 |
11281.84 |
Other |
93.52 |
105.83 |
64.88 |
53.76 |
Total |
46503.32 |
51976.43 |
11093.38 |
11335.60 |
Profit Profit Before Interest, Depreciation and Taxation |
2545.90 |
2934.43 |
801.75 |
885.40 |
Less: Interest |
1424.81 |
1626.50 |
405.75 |
486.15 |
Depreciation |
295.77 |
306.26 |
94.47 |
91.90 |
Profit Before Tax |
825.32 |
1001.67 |
301.53 |
307.35 |
Less: Provision for Tax |
309.46 |
318.61 |
108.33 |
97.18 |
(Including Deferred Tax and MAT Credit Entitlement) Profit After Tax |
515.86 |
683.49 |
193.20 |
210.17 |
Add: Surplus brought forward |
2397.78 |
1962.89 |
1472.78 |
1277.40 |
Less: Transfer to Minority Interest |
171.25 |
228.26 |
- |
- |
Add: Adjustments on account of change in holding |
- |
13.06 |
- |
- |
Amount available for appropriations |
2742.39 |
2430.75 |
1665.98 |
1487.57 |
Appropriations Transitional impact of change in useful life of assets (Net of deferred tax) |
15.23 |
4.79 |
||
Transfer to General Reserve |
19.47 |
18.18 |
10.00 |
10.00 |
Surplus retained in the Profit & Loss Account |
2722.90 |
2397.78 |
1655.98 |
1472.78 |
TRANSFER TO RESERVES
The Company proposes to transfer Rs.10 Lacs to the General Reserve of the Company and retain Rs.1655.98 Lacs in the Statement of Profit and Loss.
REVIEW OF OPERATIONS
The year was again challenging for the agriculture industry where the deficit over normal rains affected the crop sowing and the likely output. Despite the continuing challenges in the industry, your company managed to achieve the planned results and managed to maintain the turnover and profit figures.
During the year under review, the Company achieved turnover of Rs. 11029 Lacs as against the previous year Rs. 11282 Lacs. The earnings before interest, depreciation and tax (EBIDTA) was Rs.802 Lacs against Rs. 885 Lacs of the previous year. Inspite of fall in turnover the profitability ratio has improved.
The difficult climatic conditions impacted the businesses of subsidiaries too. The company could achieve a consolidated turnover of Rs.46410 Lacs as compared to previous yearâs Rs. 51870 Lacs and Net Profit Before Tax of Rs.825 Lacs for the year under review as against the previous yearâs consolidated Net Profit Before Tax of Rs. 1002 Lacs.
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, is furnished separately.
DIRECTORSâ 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:
a) That in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed and there have been no material departures there from;
b) 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, 2016 and of the profits of the Company for the year ended on that date;
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 going concern basis;
e) 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;
f) 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
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.11663.91 Lacs and earned Rs.92.78 Lacs of Profits After Tax.
ii) Ghatprabha Fertilizers Private Limited:
The Company (a 61.53% subsidiary) achieved a total turnover of Rs.6181.64 Lacs and earned Rs.64.84 Lacs of Profits After Tax.
iii) Shrinivasa Agro Foods Private Limited:
The Company (a 51.01 % subsidiary) achieved a total turnover of Rs.16032.99 Lacs and earned
Rs.196.02 Lacs of Profits After Tax.
iv) Kirtiman Agrogenetics Limited
The Company (a 64.50% subsidiary) achieved a total turnover of Rs.2929.43 Lacs and earned Rs.13.50 Lacs of Profits After Tax.
SAFETY, HEALTH AND ENVIRONMENT (SHE):
Companyâs 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 is eligible to accept deposit from public pursuant to Section 73 of the Companies Act, 2013 ("the Act") & the Companies (Acceptance of Deposits) Rules, 2014 ("the Rules"). Pursuant to the Special Resolution passed by the members at the Annual General Meeting (AGM) of the Company held on September 30, 2014, the Board of Directors of the Company, approved the Fixed Deposit Scheme for acceptance of deposits from Members in accordance with the requirements of the Act & the Rules.
The Company has accepted deposits of Rs.42 Lacs during the year under review and of which Rs.26 Lacs were outstanding as on March 31, 2016.
There were no defaults in respect of repayment of any deposits or payment of interest thereon during the year under review.
The Company has not accepted any deposits which are not in compliance with the requirements of the Act.
The Company has no overdue deposits, other than the unclaimed deposits as at the end of the year under review.
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 Companyâs Articles of Association, read with Section 152 of the Companies Act, 2013, Mr. Narayanlal Pannalal Kalantri is retiring at the ensuing Annual General Meeting. Mr. Narayanlal Pannalal Kalantri, being eligible, offer himself for re-appointment.
Mr. Santosh Hanumandas Malpani and Mr. Divakar Nagappa Shetty who were appointed as Independent directors by the Shareholders at the Annual General Meeting held on September 30, 2014 for a period of two years have expressed their desire to seek 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 Companyâs 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 familiarization programme as above are also disclosed on the Companyâs website.
NUMBER OF BOARD MEETINGS
A calendar of meetings is prepared and circulated in advance to the Directors. During the year 201516, eight 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.org.
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 2015 16, 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, and Nomination and Remuneration 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 armâs 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 armâs 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.
AUDITORS
M/s Jhavar Ladha & Associates, Chartered Accountants, Auditors of the Company are retiring and have informed that they do not wish to seed reelections as Auditors at the ensuing Annual General Meeting.
The Board records its sincere appreciation of the long association your Compnay had with M/s Jhavar Ladha & Associates.
A special Notice has been received from a member proposing the appointment of M/s Aditya Falor & Associates, Chartered Accountants, as Auditors. 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 2014-15 has been filed with Ministry of Corporate Affairs within the prescribed time limit as per the Act.
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.
KEY MANAGERIAL PERSONNEL
Mr. Omprakash Gilda, Managing Director, Mr. Umesh Bang, Chief Financial Officer and Mrs. Rashmi Agrawal, Company Secretary are the Key Managerial Personnel (KMP) of the Company.
Mrs. Rashmi Agrawal joined as Company Secretary of the Company on November 14, 2015.
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.
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, 2016 Omprakash Gilda
Managing Director
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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