Mar 31, 2018
To the Members,
The Directors have pleasure in presenting their 22nd Annual Report of the Company together with the Financial Statements for the year ended 31st March, 2018.
1. FINANCIAL RESULTS
The Summarized Financial highlight is depicted below:
Particulars |
Figures for the year ended 31/03/2018 |
Figures for the year ended 31/03/2017 |
Figures for the period ended 31/03/2018 |
Figures for the period ended 31/03/2017 |
|
I. |
Revenue From Operations |
290,151,670 |
414,552,798 |
414,552,798 |
584,585,842 |
II. |
Other Income |
34,996,496 |
30,767,501 |
30,767,501 |
15,705,109 |
III. |
Total Revenue (I II) |
325,148,166 |
445,320,299 |
445,320,299 |
600,290,951 |
IV. |
Expenses: |
||||
Cost of Materials Consumed |
91,403,178 |
258,639,927 |
258,639,927 |
325,822,875 |
|
Purchases of Stock-in-Trade |
- |
- |
- |
- |
|
Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade |
18,220,004 |
(49,215,914) |
(49,215,914) |
(12,059,953) |
|
Other Direct Expense |
137,262,940 |
148,919,888 |
148,919,888 |
142,601,290 |
|
Employee Benefits Expense |
19,176,183 |
21,470,262 |
21,470,262 |
20,224,001 |
|
Finance Costs |
12,954,418 |
12,954,418 |
12,954,418 |
10,739,762 |
|
Depreciation and Amortization Expense |
59,606,180 |
59,675,224 |
59,675,224 |
43,561,462 |
|
Other Expenses |
14,392,692 |
20,180,502 |
20,180,502 |
18,750,280 |
|
Total Expenses |
353,015,594 |
472,624,306 |
472,624,306 |
549,639,718 |
|
V. |
Profit Before Exceptional and Extraordinary Items and Tax (III-IV) |
(27,867,428) |
(27,304,007) |
(27,304,007) |
50,651,233 |
VI. |
Exceptional Items |
- |
- |
- |
- |
VI I. |
Profit Before Extraordinary Items and Tax (V - VI) |
(27,867,428) |
(27,304,007) |
(27,304,007) |
50,651,233 |
VII I. |
Extraordinary Items |
- |
- |
- |
- |
Depreciation on account of change in method |
- |
- |
- |
- |
|
IX. |
Profit Before Tax (VII-VIII) |
(27,867,428) |
(27,304,007) |
(27,304,007) |
50,651,233 |
X |
Tax Expense: |
||||
(1) Current Tax |
- |
3,750,000 |
3,750,000 |
21,214,490 |
|
(2) Deferred Tax |
- |
11,856,013 |
11,856,013 |
6,029,914 |
|
XI |
Profit (Loss) for the Period From Continuing Operations (VII-VIII) |
(27,867,428) |
(19,197,994) |
(19,197,994) |
35,466,657 |
XV |
Profit (Loss) for the period (XI XIV) |
(27,867,428) |
(19,197,994) |
(19,197,994) |
35,466,657 |
XV I |
Earnings Per Equity Share: |
||||
(1) Basic |
(2.41) |
(4.73) |
(4.73) |
18.37 |
|
(2) Diluted |
(2.41) |
(4.73) |
(4.73) |
18.37 |
2. DIVIDEND
In the view of the loss incurred this financial year, the Board do not recommend any dividend for the year ended 31st March, 2018
3. RESERVES
The balance (standalone) in Reserves & Surplus stands at Rs. 400.54 Lacs in comparison with the Previous year balance of Rs. 1566.73 Lacs.
4. BUSINESS OVERVIEW AND STATE OF COMPANYâS AFFAIRS
The detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.
5. CHANGE IN THE NATURE OF BUSINESS
There was no change in the business of the Company.
6. SUBSIDIARY, ASSOCIATES & JOINT VENTURE
The Company has no Subsidiary which exists or has ceased during the period under review.
However, the Company has invested in Joint Ventures namely KCL- SRPL & MCC- SRPL the details of which can be followed in the notes to the financial statements.
7. TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTORS EDUCATION & PROTECTION FUND
Since there is/was no dividend declared by the Company, the provisions of Section 125 of the Companies Act, 2013, doesnât apply to the Company.
8. PUBLIC DEPOSIT
The Company havenât accepted or renewed any deposit from public.
9. CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to the Corporate Social Responsibility are not applicable to the Company
10. SHARE CAPITAL
Your Company has increased its authorised share capital from Rs. 2,00,00,000 (Rupees Two Crores Only) to Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs.10/- each.
Your Company also had allotted and listed 9645000 Equity shares of Rs.10/- each as bonus share in the ratio of 5 new equity shares for every 1 existing equity share held.
Pursuant to the issue of bonus shares the paid up and issued capital of the Company has increased from Rs. 1,92,90,000 to Rs. 11,57,40,000.
11. AUDITORS
a) Statutory Auditors
Pursuant to the provisions of the Companies Act, 2013, and rules made there under, Rajpara Associates, Chartered Accountants, Firm Regd. No.: 113428W, who were appointed as the statutory auditor of the Company for a term of 5 years commencing from the end of financial year 31st March, 2017 to hold office from the end of the ensuing Annual General Meeting till the conclusion of 25th Annual General Meeting of the Company, subject to the ratification of their appointment by the members at every intervening Annual General Meeting of the Company during their term of office, continue to be the Statutory Auditors of the Company.
b) Secretarial Auditor
The Board has appointed M/s Dhawal Chavda & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2017-18.
c) Internal Auditor
The Board has appointed Mrs. Vikeeta Kaswala as the Internal Auditor of the Company for the year 2018-2019.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Directors
In accordance with the provisions of the Companies Act, 2013, Mr. Shaival M. Desai, retires by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for reappointment.
b. Independent Directors
The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in of Section 149(6) of the Companies Act, 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
c. Key Managerial Personnel
During the year under review, no changes took place in the Key Managerial Personnel of the Company
d. Appointment or Resignation
No appointment or resignation of Directors took place during the year.
13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
Observations of the Auditors in their report and notes forming part of the Accounts are as follows and are self-explanatory:
Auditors Observation
This consolidated financials does not include the financials of KCL-SRPL JV ( Kalol Project) in which the company has 40% stake. As informed to us the Operating Partner of the JV, Katira Constuction Limited (KCL) has not prepared the audited financials as on date of reporting. In absence of this data we are unable to determine the impact of Profit/Loss of the JV which can have on the consolidated profitability of the Company. We are also unable to determine the impact of Assets/Liabilities of the JV which can have on the consolidated Balance sheet of the Company.
Further it is also to be noted that the company received information regarding profit from KCL-SRPL JV (Kalol Project) which was earned during the previous year i.e Financial year 2016-17, but accounted in year ended on 31st March, 2018 amounting to Rs. 17,95,693.53, to that extent otherwise loss of the company would increases. In relation to the observation it is clarified that the Company is taking all the required and reasonable steps to get the financial information from the joint venture.
14. SECRETARIAL AUDIT REPORT
The report of the Secretarial Auditors M/s Dhawal Chavda & Associates (Practising Company Secretary, C.P. No. 8689), is enclosed as Annexure- A of this report.
15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
As per the provision of Section 138 of the Companies Act, 2013, the Company has devised a proper system to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out on timely and the report is placed in the Audit Committee Meeting and Board meeting for consideration and directions. The internal financial controls with reference to financial statements as designed and implemented by the Company.
During the year under review, no material or serious observation is received from the Internal auditor of the Company for inefficiency and inadequacy of such controls.
16. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No Significant and material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as Annexure B.
18. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars in respect of conservation of energy technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rule, 2014 is appended as Annexure C to this Report.
19. HUMAN RESOURCES
Your Company treats its âhuman resourcesâ as one of its most important assets.
Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
20. DIRECTORSâ RESPONSIBILITY STATEMENT
The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis; and
(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
21. RISK MANAGEMENT
Pursuant to Section 134 (3)(n) of the Companies Act, 2013 , a Risk Management Policy has been framed by the Board at its meeting dated May 30, 2016. In terms of the requirement of the Act, the Board has developed and implemented the Risk Management Policy and the Board reviews the same periodically. Our senior management identifies and monitors the risk on regular basis and evolve process and system to control and minimize it. With regular check and evaluation business risk can be forecasted to the maximum extent and thus corrective measures can be taken in time.
22. DISCLOSURES
a) Extract of Annual Return
Extract of Annual Return of the Company in form MGT-9, as required under Section 92(3) of the Companies Act, 2013, as annexed as Annexure D the Report.
b) No. of Meetings of the Board
During the financial year under review, 7 (Seven) meetings of the Board of Directors were held. These were held on 1st May, 2017, 26th May, 2017, 5th September, 2017,10th October, 2017, 18th October, 2017, 13th November, 2017 and 27th January, 2018.
c) Composition of Committees
Audit Committee
The Committee of the Company comprises of 3 (three) Independent Directors, namely:
a) Mr. Ashish Navnitlal Shah
b) Mr. Ashish Jashwantbhai Desai
c) Mr. Himanshu Ajaybhai Shah
All the recommendations made by the Audit Committee were accepted by the Board.
Stakeholders Relationship Committee
The Committee of the Company comprises of 3 (three) Independent Directors, namely:
a) Mr. Ashish Jashwantbhai Desai
b) Mr. Ashish Navnitlal Shah
c) Mr. Himanshu Ajaybhai Shah
Nomination & Remuneration Committee
The Committee of the Company comprises of 3 (three) Independent Directors, namely:
1. Mr. Ashish Jashwantbhai Desai
2. Mr. Ashish Navnitlal Shah
3. Mr. Himanshu Ajaybhai Shah
The details regarding the meeting held, attendance etc., of the Committee are provided in the Corporate Governance Report.
d) Vigil Mechanism/ Whistle Blower Policy
The Board of Directors at its meeting dated 26l May, 2017, has adopted a Vigil Mechanism/ Whistle Blower Policy of the Company. The Vigil Mechanism/Whistle Blower Policy provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud.
The Vigil Mechanism/Whistle Blower Policy can be accessed at the Companyâs Website: www. shaival group .ooo
e) Particulars of Loans Given, Investments Made And Guarantee Given
The particulars of loans given, investments made and guarantee given, if any, under section 186 of the Companies Act, 2013 has been given in the Financial Statement.
f) Particulars of Employeesâ & Directorsâ Remuneration
The Company has no employee who is in receipt of remuneration more than Rs. 1.02 crore per annum or Rs. 8.5 lac per month, in the financial year under review.
The information required under section 197 of the Companies Act, 2013 and Rule 5(1) and 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been annexed as Annexure E of the Report.
g) Obligation of company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013
In accordance with Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed their under, the Company has formed an Internal Complaints Committee and also framed and adopted the policy for Prevention of Sexual Harassment at Workplace. The following is the summary of Sexual Harassment complaints received and disposed off during the year under review.
No. of Complaints received : NIL
No. of Complaints Disposed off : NIL
h) Miscelleneous
1. The Company had not accepted/ held/ any deposits from public/shareholders during the year under review.
2. There are no significant and material orders passed by regulators or courts or tribunals imparting the going concern status and Company'' operation in future.
23. BOARD EVALUATION & NOMINATION AND REMUNERATION POLICY
As per the provisions of the Companies Act, 2013 the formal annual evaluation was carried out for the Boardâs own performance, its committee & directors, on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company.
The Board has also evaluated the composition of Board, its committees, experience and expertise, performance of specific duties and obligations, governance issues, etc. The Directors expressed their satisfaction with the evaluation process.
The performance of each of the non-independent directors (including the chairperson) was also evaluated by the Independent Directors at their separate meeting.
The Nomination & Remuneration policy recommended by the Nomination & Remuneration Committee has been annexed as Annexure F of the Report.
24. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE CERTIFICATE
Pursuant to Schedule V of 34 (3) of Listing Regulations, a report on Management Discussion and Analysis and Corporate Governance Certificate from M/s Dhawal Chavda & Associates (Practising Company Secretary ) forms part of this Annual Report for the year ended 31st March, 2018.
25. ACKNOWLEDGEMENTS
Your Directors takes this opportunity to thanks to all Government Authorities, Bankers, Shareholders, Registrar & Transfer Agents, Investors and other stakeholders for their assistance and co-operation to the Company. Your Director express their deep sense of appreciation and gratitude towards all employees and staff of the company and wish the management all the best for further growth and prosperity.
For & on behalf of the Board
Mayur Mukundbhai Desai Sonal Mayurbhai Desai
Place: Ahmedabad Managing Director Director
Dated: 14th August, 2018 DIN: 00143018 DIN: 00125704
Jagdishbhai Nagindas Limbachiya Priyanka Choubey
Chief Financial Officer Company Secretary
Membership No.A29454
Mar 31, 2016
To,
The Members,
Shaival Reality Limited
The Directors have pleasure in presenting their 20th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2016.
1. FINANCIAL RESULTS
The Summarized Financial highlight is depicted below:
(Rs. in Lakhs
Particulars |
20 15-2016 |
2014-2015 |
Profit/(Loss) before Taxation |
21.25 |
(320.46) |
Less: Depreciation |
476.95 |
441.11 |
Less : Provision for Current Tax |
NIL |
NIL |
Add : Provision for earlier years |
NIL |
NIL |
Less: Deferred Tax |
62.16 |
63.13 |
Profit/(Loss) after Taxation |
83.41 |
(257.33) |
Less: Depletion in F. Assets |
94.95 |
69.50 |
Add: Balance brought forward |
440.49 |
767.32 |
BALANCE CARRIED TO BALANCE SHEET |
428.95 |
440.49 |
2. DIVIDEND
Pursuant to the loss incurred by the Company and with a view to conserve resources, the Directors do not recommend any dividend for the year ended March 31, 2016.
3. RESERVES
The Balance in Reserves & Surplus stands at Rs. 1231. 49 Lakhs in comparison with the previous year balance of Rs. 800.49 Lakhs.
4. SUCCESSFUL INITIAL PUBLIC ISSUE
Your Directors are pleased to inform you that the Initial Public Offering (IPO) of the Company was successfully completed. The company entered the capital market with its maiden initial public offering (IPO) of 5,28,000 equity shares of face value of Rs. 10 and at a premium of Rs. 90/- per share, aggregating to Rs. 5.28 crores. The issue opened for subscription on September 15, 2015 and closed on Sep 18, 2015 and was oversubscribed by 1.20 times. The equity shares have been listed on the SME Emerge Platform of National Stock Exchange of India Ltd (NSE) w.e.f October 01, 2015. Consequently, the Company''s paid up capital has increased from Rs.1,40,10,000/- to Rs.1,92,90,000/-.
5. OPERATIONS
Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.
6. SHARE CAPITAL
The Paid-up Capital of the Company as on March 31,2015 was Rs. 1,40,10,000/- comprising of 14,01,000 equity shares of Rs.10/- each. During the year under review, the Company has issued 5,28,000 Equity Shares of Rs. 10/- Each at Premium of Rs. 90 /- per share to public via IPO.
7. DEPOSITORY SYSTEM
Your Companyâs equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there were no change in the Board and the Key Managerial Personnel of the Company.
9. COMMITTEES FORMED
During the year under review, the following committees have been formed by the Company:
a) Audit Committee
b) Stakeholder Relationships Committee
c) Nomination and Remuneration Committee
The details of all the Committees of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report.
10. NO. OF MEETINGS HELD
The details of the meeting of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report.
11. BOARD EVALUATION
The Companies Act, 2013 states that a formal annual performance evaluation needs to be made by the Board of its own performance, the directors individually as well as the evaluation of its Committees. As per Schedule IV of the Companies Act, 2013, the performance evaluation of independent directors, shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
12. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the has appointed , M/s. Sagar R. Sharma & Co., Practicing Company Secretaries, Ahmedabad (CP No. 8549) as a Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.
13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
As per the provision of Section 138 of the Companies Act, 2013, the Company has devised a proper system to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out on timely and the report is placed in the Audit Committee Meeting and Board meeting for consideration and directions. The internal financial controls with reference to financial statements as designed and implemented by the Company. During the year under review, no material or serious observation is received from the Internal Auditor of the Company for inefficiency and inadequacy of such controls.
14. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure -1.
15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No Significant and material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPARTING THE GOING CONCERN STATUS AND COMPANYâ OPERATION IN FUTURE
There are no Significant and material orders passed by regulators or courts or tribunals imparting the going concern status and Company'' operation in future.
17. DEPOSITS
Your Company did not accept/ hold/ any deposits from public/shareholders during the year under review.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. (in Annexure III)
19. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS
The Company has not given any loan or guarantee covered under provision of Section 186 of the Companies Act, 2013.
20. CORPORATE GOVERNANCE CERTIFICATE
The Company practices a culture that is built on core values and ethical governance practices and committed to transparency in all its dealings. A Report of Corporate Governance along with the certificate from Secretarial Auditor M/s. Sagar R. Sharma & Co., Practicing Company Secretaries, Ahmedabad (CP No. 8549) regarding compliance of condition of Corporate Governance as is annexed to this report and form part of this report.
21. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2016.
22. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In accordance with Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed their under, the Company has formed an Internal Complaints Committee and also framed and adopted the policy for Prevention of Sexual Harassment at Workplace. The following is the summary of Sexual Harassment complaints received and disposed off during the year 2015-16.
No. of Complaints received : NIL
No. of Complaints Disposed off : NIL
23. PARTICULARS OF EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, the Company had no employee drawing remuneration exceeding the prescribed limits under the Companies Act, 2013. The particulars in respect of conservation of energy technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rule, 2014 is appended as Annexure IV to this Report.
24. HUMAN RESOURCES
Your Company treats its âhuman resourcesâ as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
25. DIRECTORSâ RESPONSIBILITY STATEMENT
The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
26. RISK MANAGEMENT
Pursuant to Section 134 (3)(n) of the Companies Act, 2013 , a Risk Management Policy has been framed by the Board at its meeting dated May 30, 2016. In terms of the requirement of the Act, the Board has developed and implemented the Risk Management Policy and the Board reviews the same periodically. Our senior management identifies and monitors the risk on regular basis and evolves process and system to control and minimize it. With regular check and evaluation business risk can be forecasted to the maximum extent and thus corrective measures can be taken in time.
27. LISTING WITH STOCK EXCHANGES
Shaival Reality Limited got its shares listed on the SME Emerge Platform of NSE Limited on October 1, 2015.The listing fees has been duly paid to the exchange.
28. ACKNOWLEDGEMENTS
Your Directors takes this opportunity to thanks to all Government Authorities, Bankers, Shareholders, Registrar & Transfer Agents, Investors and other Stakeholders for their assistance and co-operation to the Company. Your Directors express their deep sense of appreciation and gratitude towards all employees and staff of the company and wish the management all the best for further growth and prosperity.
For & on behalf of the Board
Sd/- Sd/-
Mayur M. Desai Shaival M. Desai
Place: Ahmedabad Managing Director Director
Dated: 3rd August, 2016 DIN: 00143018 DIN: 00125704
Sd/- Sd/-
Jagdishbhai N. Limbachiya Nishtha S. Chaturvedi
Chief Financial Officer Company Secretary
Mem. No. A30548
Mar 31, 2015
To,
The Members,
The Directors take pleasure in presenting the Nineteenth Annual Report and the Company s Audited financial statement for the financial year ended 31st March, 2015.
FINANCIAL RESULT
The working results for the year under review are as follows: __________
Particulars |
Year ended 31-3-2015 (Rupees) |
Year ended 31-3-2014 (Rupees) |
Profit / (Loss) before tax Add: Depreciation on Account of Change in Method Less: Provision for current Tax Add: Provision for earlier years Less: Deferred Tax Profit/ (Loss) after tax Add: Balance Brought Forward BALANCE CARRIED TO BALANCE SHEET |
(3,20,46,217) (69,50,165) NIL NIL 63.13.358 (3,26,83,024) 7.67.32,194 4.40.49.171 |
(1,52,73,534) NIL NIL NIL (7.34.530) (1,60,08,064) 9,27,40,258 7.67.32.194 |
CHANGE IN NAME OF COMPANY
The form of Company has been changed from ''Private Limited'' to ''Public Limited'' w.e.f. 04/02/2015.
DIVIDEND
The Directors of the Company do not propose to declare any dividend on view of loss for the year.
PARTICULARS OF CONSERVATION OF ENERGY
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and out go as required to be disclosed under the act, are not applicable to the company as the company is not engaged in manufacturing company and also there are no such foreign exchange earnings and out go during the year.
INVESTMENT IN SUBSIDIARY COMPANY
During the year under review, the company, "SHAIVAL INVESTMENT CONSULTANCY PRIVATE LIMITED" has ceased to be Company''s Subsidiary Company.
INVESTMENT IN JOINT VENTURE
During the year the Company has made investment by way of Joint Ventures in the following companies. The details of the same are as under:
Sr. No. |
Name of Joint Venture |
% of Investment |
1. |
KCL-SRPL(JV) |
90% |
2. |
MCC-SRPL(JV) |
ao% |
M/s Jaimin Deliwala & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR
As required under provision of Section 204 of The Companies Act, 2013; the Board of Directors of the Company has appointed Ms. Nishtha Chaturvedi, whole time practicing Company Secretary for submission of the compliance report from the records maintained by the company.
Compliance Certificate issued by Ms. Nishtha Chaturvedi, whole time practicing Company Secretary is annexed herewith.
PARICULARS OF EMPLOYEES
The Company had no employees covered under Section 197(12) of The Companies Act, 2013 read together with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(C) read with Section 134 (5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2015 and state that:
1. In the preparation of the annual accounts for the year ended March 31, 2015, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
2. the Directors had selected such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company as at March 31, 2015 and of the Loss of the company for the year ended on that date;
3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
4. the directors had prepared annual accounts on a ''going concern'' basis.
5. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
KEY MANAGERIAL PERSONNEL .
During the year, the company had appointed Shri Mayur Mukundbhai Desai as Managing Director-of the company. Shri Jagdish Nagindas Limbachiya had been appointed as Chief Financial Officer (CFO) of the company. Ms. Nlshtha Shivanath Chaturvedi had been appointed as a Company Secretary of the company. Shri Ashish Navnitlal Shah, Shri Ashish Jaswantbhai Desai and Shri Himanshu Ajaybhai Shah were appointed as such before the Companies Act, 2013 came into force and they are also Key Managerial Personnel of the Company.
CONTRACTS AND AGREEMENTS WITH RELATED PARTIES
During the year, the Company had entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The details are same as per Point No. 10 of Notes on Accounts.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
Place:- Ahmedabad FOR, THE BOARD OFJDIRECTORS
Date:- 30-06-2015
(MAYURBHAI M. DESAI)
MANAGING DIRECTOR
Mar 31, 2014
The Directors take pleasure in presenting the Eighteenth Annual Report and the Audited accounts for the year ended 31st March, 2014.
FINANCIAL RESULT
The working results for the year under review is as follows :
Particulars |
Year ended |
Year ended |
|
31-3-2014 |
31-3-2013 |
|
(Rupees) |
(Rupees) |
Profit before tax |
(1,52,73,534.00) |
(19,47,904.00) |
Less: Provision for current Tax |
NIL |
NIL |
Add: Provision for earlier years |
NIL |
NIL |
Less: Deferred Tax |
(7,34,530.00) |
4,29,820.00 |
Profit/ (Loss) after tax |
(1,60,08,064.00) |
(15,18,084.00) |
Add: Balance Brought Forward |
9,27,40,258.00 |
9,42,58,342.00 |
BALANCE CARRIED TO BALANCE |
7,67,32,194.00 |
9,27,40,258.00 |
SHEET |
|
|
DIVIDEND
The Directors of the Company do not propose to declare any dividend on view of loss for the year.
PARTICULARS OF CONSERVATION OF ENERGY
Information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 with respect to these matters is at Annexure - I and forms part of this report.
Subsidiary company
The subsidiary company viz. Shaival Investment Consultancy Private Ltd. has reported a profit of Rs. 4,28,264.00 for the year.
Consolidated Financial Statements:
The Consolidated Financial Statements prepared by the company in accordance with the applicable Accounting Standard issued by the Institute of Chartered Accountants of India and the report of the Auditors thereon form the part of Annual Report.
AUDITORS
M/S. Jaimin Deliwala & Co. Chartered Accountants and Auditors of the company retire and are eligible for reappointment.
COMPANY SECRETARY
As required under provision of Section 383(A)(i) read with Section 217 of The Companies Act, 1956; the Board of Directors of the Company has appointed Mr. Manuprasad Patel, whole time practicing Company Secretary for submission of the compliance report from the records maintained by the company.
Compliance Certificate issued by Mr. Manuprasad Patel, whole time practicing Company Secretary is annexed herewith.
PARICULARS OF EMPLOYEES
The Company had no employees covered under Section 217 (2A) of The Companies Act, 1956 read together with the Companies (Particulars of Employees Amendment Rules, 1994 during the year under Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956 with respect to Directorsâ responsibility.
We confirm that
1. In the preparation of the accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed.
2. the directors have selected such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the loss of the company for that period.
3. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
4. the directors had prepared annual accounts on a going concern basis.
ACKNOWLEDGEMENT
The directors are grateful to all the members of the company for their support to the company. They wish to place on record their appreciation for the co-operation and assistance received by the company from the bank and employees.
Place :- Ahmedabad FOR, THE BOARD OF DIRECTORS
Date :- 01-08-2014
SD/-
( MAYURBHAI M. DESAI )
DIRECTOR
Mar 31, 2013
REPORT OF THE DIRECTORS
To,
The Members,
The Directors take pleasure in presenting the Seventeenth Annual Report and the Audited accounts for the year ended 31st March, 2013.
FINANCIAL RESULT
The working results for the year under review is as follows :
Particulars |
Year ended 31-3-2013 (Rupees) |
Year ended 31-3-2012 (Rupees) |
Profit before tax Less: Provision for current Tax Add: Provision for earlier years Less: Deferred Tax Profit/ (Loss) after tax Add: Balance Brought Forward BALANCE CARRIED TO BALANCE SHEET |
(19.47.904.00) NIL NIL 4,29,820.00 (15.18.084.00) 9,42,58,341.67 9,27,40,257.67 |
1,18,57,500.00 24,75,000.00 2.30.302.00 9.08.933.00 87,03,869.00 8,52.29,918.02 9,58,03,388.52 |
DIVIDEND
The Directors of the Company do not propose to declare any dividend on view of loss for the year.
PARTICULARS OF CONSERVATION OF ENERGY
Information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 with respect to these matters is at Annexure - I and forms part of this report.
Subsidiary company
The subsidiary company viz. Shaival Investment Consultancy Private Ltd. has not started its business and has reported a loss of 17,800.00 for the year
Consolidated Financial Statements:
The Consolidated Financial Statements prepared by the company in accordance with the applicable Accounting Standard issued by the Institute of Chartered Accountants of India and the report of the Auditors thereon form the part of Annual Report.
AUDITORS
M/S. Jaimin Deliwala & Co. Chartered Accountants and Auditors of the company retire and are eligible for reappointment.
COMPANY SECRETARY
As required under provision of Section 383(A)(i) read with Section 217 of The Companies Act, 1956; the Board of Directors of the Company has appointed Mr. Manuprasad Patel, whole time practicing Company Secretary for submission of the compliance report from the records maintained by the company.
Compliance Certificate issued by Mr. Manuprasad Patel, whole time practicing Company Secretary is annexed herewith.
PARICULARS OF EMPLOYEES
The Company had no employees covered under Section 217 (2A) of The Companies Act, 1956 read together with the Companies (Particulars of Employees Amendment Rules, 1994 during the year under Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956 with respect to Directorsâ responsibility.
We confirm that
1. In the preparation of the accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed.
2. the directors have selected such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the loss of the company for that period.
3. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
4. the directors had prepared annual accounts on a going concern basis.
ACKNOWLEDGEMENT
The directors are grateful to all the members of the company for their support to the company. They wish to place on record their appreciation for the co-operation and assistance received by the company from the bank and employees.
Place :- Ahmadabad FOR, THE BOARD OF DIRECTORS
Date :- 23-08-2013 ( MAYURBHAI M. DESAI )
DIRECTOR
Mar 31, 2012
The Members,
The Directors take pleasure in presenting the Sixteenth Annual Report and the Audited accounts for the year ended 31st March, 2012.
FINANCIAL RESULT
The working results for the year under review is as follows:
Particulars |
Year ended 31-3-2012 (Rupees) |
Year ended 31-3-2011 (Rupees) |
Profit before tax |
1,18,57,500.00 |
27,19,423.00 |
Less: Provision for current Tax |
24,75,000.00 |
5,00,000.00 ¦ |
Add: Provision for earlier years |
2,30,302.00 |
(29,40,415.00) |
Less: Deferred tax Assets |
9.08.933.00 |
2.98.287.00 |
Profit/ (Loss) after-tax |
87,03,869.00 |
(10,19,278.86) |
Add: Balance Brought Forward |
8.52.29.918.02 |
8.62.49.196.88 |
BALANCE CARRIED TO BALANCE |
9.58.03.388.52 |
8.52.29.918.02 |
SHEET |
DIVIDEND
The Directors of the Company do not propose to declare any dividend on view of loss.
PARTICULARS OF CONSERVATION OF ENERGY
Information required under section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 with respect to these matters is at Annexure - I and forms part of this report.
AUDITORS
M/S. Jaimin Deliwala & Co. Chartered Accountants and Auditors of the company retire and are eligible for reappointment.
COMPANY SECRETARY
As required under provision of Section 383(A)(i) read with Section 217 of The Companies Act, 1956; the Board of Directors of the Company has appointed Mr. Manuprasad Patel, whole time practicing Company Secretary for submission of the compliance report from the records maintained by the company.
Compliance Certificate issued by Mr. Manuprasad Patel, whole time practicing Company Secretary is annexed herewith.
ACKNOWLEDGEMENT
The directors are grateful to all the members of the company for their support to the company. They wish to place on record their appreciation for the co-operation and assistance received by the company from the bank and employees.
PAR ICU LARS OF EMPLOYEES
The Company had nonemployees covered under Section 217 (2A) of The Companies Act, 1956 read together with the Companies (Particulars of Employees Amendment Rules, 1994 during the year under Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956 with respect to Directors'' responsibility.
We confirm that
1. In the preparation of the accounts for the year ended 31st March, 2012, the applicable Accounting Standards have been followed.
2. Such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the loss of the company for that period.
3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
4. The directors h''ad prepared annual accounts on a going concern basis.
Place Ahmedabad FOR, THE BOARD OF DIRECTORS
Date : 23-08-2012 (MAYURBHAI M. DESAI )
DIRECTOR
Mar 31, 2011
The Director take pleasure in presenting the Fifteenth Annual Report and the Audited account for the year ended 31st March 2011.
FINANCIAL RESULT
During the year your company has earned a Profit of Rs. 27,19,423/-. The directors are of the view that in coming year the working will be on a much higher scale and profit will improve considerably.
The working results for the year under review is as follows :
|
Year Ended |
Y ear Ended |
Particulars |
31-3-2011 |
31-3-2010 |
|
(Rupees) |
(Rupees) |
PROFIT BEFORE TAX |
27,19,423 |
36,45,547 |
Excess Provision for FBT |
Nil |
7,870 |
Provision for Deferred Tax Asset / (Liability) |
(2,98,287) |
(15,53,461) |
Provision of tax of current year |
(5,00,000) |
(5,70,000) |
Provision of tax of Earlier year |
29,40,415 |
Nil |
PROFIT AFTER TAX |
(10,19,279) |
15,29,956 |
Add: Balance brought forward |
8,62,49,197 |
8,47,19,241 |
BALANCE CARRIED TO B/S. |
8,52,29,918 |
8,62,49,197 |
DIVIDEND
Your Directors are of the opinion that the companyâs financial position shall be strengthened therefore they are not recommending any dividend.
PARTICULARS OF CONSERVATION OF ENERGY ETC.
Information required under section 217 (l)(e) of the companies Act 1956 read with companies (Disclosure of particulars in the Board of Directors) Rules 1988 with respect to this matters is at Annexure-1 and forms part of this report.
AUDITORS
M/s. Jaimin Deliwala & Co. Chartered Accountants and Auditors of the company retire and are eligible for reappointment.
COMPANY SECRETARY
As required under provision of section 383(A)(i) read with section 217 of the Companies Act 1956, the Board of Directors of the company has appointed Mr. Manuprasad Patel, whole time practicing Company Secretary for submission of the compliance report from the records maintained by the company.
Compliance Certificate issued by Mr. Manuprasad Patel, whole time practicing Company Secretary is annexed herewith.
ACKNOWLEDGEMENT
The Directors are grateful to all the members of the company for their support to the company. They wish to place on record their appreciation for the co-operation and assistance received by the company from the bank and employees.
PARICULARS OF EMPLOYEES
The Company had no employees covered under Section 217 (2A) of the companies Act, 1956 read together with the Companies (Particulars of Employees Amendment Rules 1994) during the year under Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 with respect to Directorsâ responsibility.
We confirm that:
1. In the preparation of the accounts for the year ended 31st March 2011, the applicable accounting standards have been followed.
2. Such accounting polices have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and the profit of the company for that period.
3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
4. The directors had prepared annual accounts on a going concern basis.
Place : Ahmedabad FOR BOARD OF DIRECTORS
Date : 01-08-2011
DIRECTORS
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