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Shah Foods

BSE: 519031|ISIN: INE455D01012|SECTOR: Food Processing
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Download Annual Report PDF Format 2017 | 2016 | 2015 | 2014
Directors Report Year End : Mar '15    Mar 14
Dear Members,
 
 The Directors have pleasure in presentina the 33rd Board''s Report of
 your Company together with the Audited Statement
 
 of Accounts and the Auditors'' Report of your company for the financial
 year ended, 31st March, 2015.
 
 FINANCIAL HIGHLIGHTS
 
                                                          (Rs. In Lacs)
 
 Particulars                                   2014-2015         2013-14
 
 Gross Income                                  477.71            377.97
 
 Profit Before Interest and Depreciation       31.03             16.04
 
 Finance Charges                               (2.72)            (2.36)
 
 Gross Profit                                  28.31             13.68
 
 Provision for Depreciation                    (9.11)            (8.01)
 
 Net Profit Before Tax                         19.2              5.67
 
 Tax Expenses                                  (5.80)            (1.55)
 
 Net Profit After Tax                          13.36             4.11
 
 STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK
 
 We are in active dialogue with Britannia, for whom we have worked for
 24 years as a reliable and dependable supply chain partner of utmost
 integrity, to give us sufficient volume at appropriate conversion rate
 for us to be able to continue operating as we have. We seek a viable
 commercial arrangement with Britannia.
 
 CHANGE IN NATURE OF BUSINESS, IF ANY
 
 Your Company continues to operate in same business segment as that of
 previous year and there is no change in the nature of the business
 
 DIVIDEND
 
 In order to conserve the resources of the Company, the Board of
 directors has not recommended any dividend for current year.
 
 AMOUNTS TRANSFERRED TO RESERVES
 
 The Board of Directors proposed to carry nil amounts to General Reserve
 Account CHANGES IN SHARE CAPITAL, IF ANY
 
 There was no change in the share capital of the Company during the
 year.
 
 INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
 
 Company does not have any Subsidiary, Joint venture or Associate
 Company.
 
 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
 
 The Company has transferred an amount of Rs. 47493 of unclaimed
 dividend for accounting year 2006-07 to Investor Education And
 Protection Fund.
 
 MATERIAL CHANGES AND COMMITMENTS
 
 No material changes and commitments affecting the financial position of
 the Company have occurred between the end of the financial year to
 which this financial statement relate and on the date of this report.
 
 MEETINGS OF THE BOARD OF DIRECTORS
 
 During the Financial Year 2014-15, the Company held four Board meetings
 of the Board of Directors as per Section 173 of Companies Act, 2013
 which is summarized below. The provisions of Companies Act, 2013 and
 listing agreement were adhered to while considering the time gap
 between two meetings.
 
 S      Date of Meeting      Board Strength      No. of Directors Present
 No.
 
 1      29/05/2014                 6                       5
 
 2      28/07/2014                 6                       5
 
 3      04/11/2014                 6                       5
 
 4      31/01/2015                 6                       5
 
 AUDIT COMMITTEE
 
 The role of the Audit Committee is in accordance with the Section 177
 of the Companies Act, 2013 which shall include the following:
 
 1) Oversight of the company''s financial reporting process and the
 disclosure of its financial information to ensure that the financial
 statement is correct, sufficient and credible.
 
 2) The recommendation for appointment, remuneration and terms of
 appointment of auditors of the company;
 
 3) Approval of payment to statutory auditors for any other services
 rendered by them.
 
 4) Reviewing, with the management, the annual financial statements
 before submission to the board for approval, with particular reference
 to:
 
 a) Matters required tobe included in the Director''s Responsibility
 Statement to be included in the Board''s report in terms of clause (C)
 of sub-section 3 of section 134 of the Companies Act, 2013.
 
 b) Changes, if any, in accounting policies and practices and reasons
 for the same
 
 c) Major accounting entries involving estimates based on the exercise
 of judgment by management
 
 d) Compliance with listing and other legal requirements relating to
 financial statements
 
 e) Disclosure of any related party transactions
 
 5) Reviewing, with the management, the quarterly financial statements
 before submission to the board for approval
 
 6) Review and monitor the auditor''s independence and performance and
 effectiveness of audit process.
 
 7) Evaluation of internal financial controls and risk management
 systems.
 
 8) Reviewing the adequacy of internal audit function and frequency of
 internal audit.
 
 9) Discussion with internal auditors any significant findings and
 follow up there on
 
 10) To oversee the vigil mechanism and review the functioning of the
 whistle blower policy
 
 11) Carrying out any other function as is mentioned in the terms of
 reference of the Audit Committee
 
 The company''s Audit Committee comprised of three non executive
 directors. The board has accepted the recommendations of the Audit
 Committee. The table sets out the composition and participation of the
 member at the meeting of audit committee.
 
 Name of director            Designation          No of meetings attended
 
 Shri Virendra Shah          Chairman                       4
 
 Shri Sushil P Shah          Member                         4
 
 Shri Pradip P. Shah         Member                         2
 
 NOMINATION AND REMUNERATION COMMITTEE
 
 In terms of section 178 of the Companies Act, 2013, it is mandatory for
 all listed companies to constitute a Nomination & Remuneration
 Committee (N&RC) to take care of the nomination of Directors, KMP, etc.
 and remuneration related matters of the Directors, KMPs and Employees,
 etc.
 
 The Terms of Reference of the Nomination & Remuneration Committee
 include followings.
 
 1) To identify persons who may be appointed in senior management and
 shall carry out evaluation of every Director''s performance.
 
 2) To recommend to the Board a policy, relating to the remuneration for
 the Directors, Key Managerial Personnel and other employees.
 
 3) The Nomination and Remuneration Committee shall, while formulating
 the policy ensure that:
 
 a) the level and composition of remuneration is reasonable and
 sufficient to attract, retain and motivate Directors of the quality
 required to run the Company successfully;
 
 b) elationship of remuneration to performance is clear and meets
 appropriate performance benchmarks; and
 
 4) Regularly review the Human Resource function of the Company
 
 5) Discharge such other function(s) or exercise such power(s) as may be
 delegated to the Committee by the Board from time to time.
 
 6) Any other work and policy, related and incidental to the objectives
 of the committee as per provisions of the Act and rules made there
 under.
 
 REMUNERATION TO DIRECTORS
 
 The remuneration paid to Executive Directors is recommended by the
 Nomination and Remuneration Committee and approved by Board in Board
 meeting, subject to the subsequent approval of the shareholders at the
 General Meeting and such other authorities, as may be required. The
 remuneration is decided after considering various factors such as
 qualification, experience, performance, responsibilities shouldered,
 industry standards as well as financial position of the Company.
 Remunerationpaid for the year ended 31st March, 2015was as under:
 
 Name of the    Period of appointment         Remuneration    Approving
 director                                     (in lacs)       authority
 
 Shri Janak     For period of five years
 P. Shah        with effect from 01/10/2014     10.13         32nd AGM
 
 Shri S. R.     For period of three years                     33rd AGM
 Kahar          with effect from 01/10/2015      4.01         (ensuing)
 
 Shri Nirav     For period of five years
 J Shah         with effect from 01/10/2014     10.61         32nd AGM
 
                       TOTAL                    24.75
 
 
 RATIO OF REMUNERATION TO EACH DIRECTOR
 
 The information required pursuant to Section 197 read with Rule 5 of
 The Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
 respect of employees of the Company and Directors is furnished here as
 annexure 1.
 
 STAKEHOLDER RELATIONSHIP COMMITTEE
 
 The terms of reference of the Committee include reviewing and
 redressing complaints from shareholders such as nonreceipt of annual
 report, transfer of shares, issue of duplicate share certificates,
 etc.; to oversee and review all matters connected with transfers,
 transmissions, dematerialization, rematerialization, splitting and
 consolidation of securities; to oversee the performance of the
 Registrar and Transfer Agent and recommends measures for overall
 improvement in the quality of investor services; and to perform any
 other function, duty as stipulated by the Companies Act, Securities &
 Exchange Board of India, Stock Exchanges and any other regulatory
 authority or under any applicable laws, as amended from time to time.
 
 Committee met four times during FY 2014-15 i.e. 29/05/2014, 28/07/2014,
 04/11/2014 and 31/01/2015. The Composition of the Stakeholders
 Relationship Committee and details of Members participation at the
 Meetings of the Committee are as under:
 
 Name                      Position            No of meetings attended
 
 Shri Virendra Shah        Chairman                       4
 
 Shri Janak P Shah         Member                         4
 
 In addition, Details of Shareholders'' Complaints received during the
 year are as follows:
 
 Particulars                                       No. of Complaints
 
 Investor complaints pending
 as at April 1,2014                                        0
 
 Investor complaints received
 during the year ended on March 31,2015                    0
 
 Investor complaints resolved
 during the year endedMarch 31,2015                        0
 
 Investor complaints pending
 as on March 31,2015                                       0
 
 Share transfer committee
 
 The Stakeholder relationship committee has delegated power of approving
 transfer of securities to ShriJanak P Shah and ShriNirav J Shah. The
 Committee, inter alia, reviews and approves the transfer/ transmission/
 D-mat of equity shares as submitted by BigShare., the Registrar &
 Transfer Agent of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
 Directors of the Company confirms that-
 
 a) In the preparation of the annual accounts, the applicable accounting
 standards had been followed along with proper explanation relating to
 material departures;
 
 b) The directors had selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the company at the end of the financial year and of the profit and loss
 of the company for that period;
 
 c) 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;
 
 d) The directors had prepared the annual accounts on a going concern
 basis; and
 
 e) The directors had laid down internal financial controls to be
 followed by the company and that such internal financial controls are
 adequate and were operating effectively.
 
 f) The directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 DIRECTORS AND KMP
 
 In accordance with the Articles of Association of the Company and
 pursuant to the provisions of Section 152 of the Companies Act,
 2013,Shri Janak. P. Shah(DIN- 01880079) and Shri Sushil P. Shah
 (DIN-02529990) would retire by rotation at the ensuing AGM and being
 eligible, offers himself for reappointment.
 
 The term of the Shri Shrichand Kahar as Director is Expiring on
 30/09/2015. On recommendation of Nomination & Remuneration Committee.
 Your Directors recommend to approve his reappointment as Director for
 further period of 3 years on a remuneration as specified in the Notice
 calling Annual General Meeting.
 
 During the current financial year the following changes have occurred
 in the constitution of directors of the company:
 
 Mrs. Pushpa Janak Shah holds the position till this AGM. The Board has
 issued the notice for her reappointment and recommends her resolution
 for the approval of the shareholders at AGM.
 
 The Board has identified the following officials as Key Managerial
 Personnel pursuant to Section 203 of the Companies Act, 2013:
 
 1. Mr.Nirav J. Shah- Managing Director & CEO
 
 2. Mr. Janak P. Shah - Chief Financial Officer
 
 INDEPENDENT DIRECTORS AND DECLARATION
 
 Mr. Virendra Shah has been appointed as the independent director of the
 company as per Section 149(10) of the Companies Act, 2013 on 20/09/2014
 for a term of 5 (Five) consecutive years on the Board of the Company.
 
 The Board of Directors of the Company hereby confirms that the
 Independent director duly appointed by the Company has given the
 declaration and he meet the criteria of independence as provided under
 section 149(6) of the Companies Act, 2013.
 
 AUDITORS AND REPORT THEREON
 
 M/s Dinesh R Shah & Co., Chartered Accountants, Ahmedabad retire at the
 ensuing Annual General Meeting and, being eligible; offer themselves
 for reappointment for a period of two years from the conclusion of this
 Annual General Meeting [AGM] till the conclusion of 35th AGM
 
 There are no qualifications or adverse remarks in the Auditors'' Report
 which require any clarification/ explanation. The Notes on financial
 statements are self-explanatory, and needs no further explanation.
 
 SECRETARIAL AUDIT REPORT
 
 The company has appointed M/s Pinakin shah & Co., Practicing Company
 Secretary as secretarial auditor to conduct audit under section 204 of
 the Companies Act, 2013.
 
 There are qualifications or adverse remarks in the Secretarial Audit
 Report which require clarification/ explanation.
 
 Sr       Remarks                            Explanation
 no.
 
 1   Non-compliance of regulation       The website was under maintenance
     54 of the listing agreement-       at the time of secretarial audit.
 
 2   Non-compliance of section 149      The Company had two independent
     (4) of the Companies Act,2013.     directors till October, 2014. Our
     -appointment of independent        Company falls in the category of
     director                           small Company and it is our
                                        endeavor to appoint Independent
                                        Director as early as possible.
 
 3   Schedule IV of the Companies       As there is one Independent
     Act, 2013. - Meeting of            Director there was no separate
     Independent Director.              meeting of Independent Director
                                        was held.
 
 4   Non-compliance of section 203      No Company Secretary likes to
     of the Companies Act, 2013.        join Small Scale Industry (SSI)
     - Appointment of Company           Company
     Secretary
 
 5   Non-compliance of Section 177      The Company has constituted audit
     and 178 of the Companies Act,      committee and nomination &
     2013 as Company does not have      remuneration committee with three
     required independent directors.    non-executive directors.
 
 6   Non-compliance of Clause 41        Notice convening the Board
     (III) of the listing agreement     Meeting were sent to  BSE as per
                                        listing agreement and was
                                        uploaded on the website.
 
 The Secretarial Audit Report for the financial year ended, 31st March,
 2015 is annexed herewith for your kind perusal. DEPOSITS
 
 The company has not accepted any deposits during the year LOANS,
 GUARANTEES AND INVESTMENTS
 
 There were no loans, guarantees or investments made by the Company
 under Section 186 of the Companies Act, 2013 during the year under
 review and hence the said provision is not applicable
 
 RELATED PARTY TRANSACTIONS
 
 The Company has not entered into any Related Parties Transactions as
 defined under Section 188 of the Companies Act, 2013 with related
 parties as defined under Section 2 (76) of the said Act.
 
 CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 OUTGO:
 
 A.  Conservation of energy
 
 a) The Company has not made any investment for (energy conservation)
 and taken any specific measures to reduce energy cost per unit.
 However, it intends to conserve energy for future generation.
 
 B.  Technology absorption
 
 There is no research and development activity carried out by the
 Company.
 
 C.  Foreign exchange earnings and Outgo
 
 There were no foreign exchange earnings and outgo during the year under
 review.
 
 RISK MANAGEMENT
 
 Periodic assessments to identify the risk areas are carried out and
 management is briefed on the risks in advance to enable the company to
 control risk through a properly defined plan. The risks are classified
 as financial risks, operational risks and market risks. The risks are
 taken into account while preparing the annual business plan for the
 year. The Board is also periodically informed of the business risks and
 the actions taken to manage them. The Company has formulated a policy
 for Risk management with the following objectives:
 
 * Provide an overview of the principles of risk management
 
 * Explain approach adopted by the Company for risk management
 
 * Define the organizational structure for effective risk management
 
 * Develop a risk culture that encourages all employees to identify
 risks and associated opportunities and to respond to them with
 effective actions.
 
 * Identify access and manage existing and new risks in a planned and
 coordinated manner with minimum disruption and cost, to protect and
 preserve Company''s human, physical and financial assets.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The company does not meet the criteria of Section 135 of Companies Act,
 2013 read with the Companies (Corporate Social Responsibility Policy)
 Rules, 2014 so there is no requirement to constitute Corporate Social
 Responsibility Committee.
 
 ANNUAL EVALUATION
 
 Pursuant to the provisions of the Companies Act, 2013, the Board has
 carried out an annual performance evaluation of its own performance,
 the directors individually as well as the evaluation of the working of
 its Audit, Nomination & Remuneration Committees.
 
 A separate exercise was carried out to evaluate the performance of
 individual Directors includingthe Chairman of the Board, who were
 evaluated on parameters such as level of engagement and contribution,
 independence of judgment, safeguarding the interest of the Company and
 its minority shareholders etc. The performance evaluation of the
 Independent Directors was carried out by the entire Board.
 
 VIGIL MECHANISM
 
 As per Section 177(9) and (10) of the Companies Act, 2013, the company
 has established Vigil Mechanism for directors and employees to report
 genuine concerns and made provisions for direct access to the
 chairperson of the Audit Committee. Company has formulated the present
 policy for establishing the vigil mechanism/ Whistle Blower Policy to
 safeguard the interest of its stakeholders, Directors and employees, to
 freely communicate and address to the Company their genuine concerns in
 relation to any illegal or unethical practice being carried out in the
 Company.
 
 INTERNAL CONTROL SYSTEM
 
 The Company has in place, adequate systems of Internal Control to
 ensure compliance with policies and procedures. It is being constantly
 assessed and strengthened with new / revised standard operating
 procedures and tighter Information Technology controls. Internal audits
 of the Company are regularly carried out to review the Internal Control
 Systems.
 
 DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
 
 Internal financial control is in place commensurate with the size of
 the Company
 
 EXTRACT OF ANNUAL RETURN
 
 The Extract of Annual Return as required under section 92(3) of the
 Companies Act, 2013 and rule 12(1) of the Companies (Management and
 Administration) Rules, 2014, in Form MGT-9 is annexed as annexure-2
 herewith for your kind perusal and information.
 
 SHARES
 
 BUY BACK OF SECURITIES
 
 The Company has not bought back any of its securities during the year
 under review.
 
 SWEAT EQUITY
 
 The Company has not issued any Sweat Equity Shares during the year
 under review.
 
 BONUS SHARES
 
 No Bonus Shares were issued during the year under review.
 
 EMPLOYEES STOCK OPTION PLAN
 
 The Company has not provided any Stock Option Scheme to the employees.
 
 SHARES IN SUSPENSE ACCOUNT
 
 i.  Aggregate number of shareholders and the outstanding shares in the
 suspense account lying at the beginning of the year: Nil
 
 ii.  Number of shareholders who approached issuer for transfer of
 shares from suspense account during the year: Not Applicable
 
 iii. Number of shareholders to whom shares were transferred from
 suspense account during the year: Not Applicable
 
 iv.  aggregate number of shareholders and the outstanding shares in the
 suspense account lying at the end of the year: Nil
 
 v.  That the voting rights on these shares shall remain frozen till the
 rightful owner of such shares claims the shares: Not Applicable
 
 SHARES IN UNCLAIMED SUSPENSE ACCOUNT
 
 i.  Aggregate number of shareholders and the outstanding shares lying
 in the Unclaimed Suspense Account at the beginning of the year Nil
 
 ii.  Number of shareholders who approached the issuer for transfer of
 shares from the Unclaimed Suspense Account during the year: Not
 Applicable
 
 iii. Number of shareholders to whom shares were transferred from the
 Unclaimed Suspense Account during the year: Not Applicable
 
 iv. Aggregate number of shareholders and the outstanding shares lying
 in the Unclaimed Suspense Account at the end of the year: Nil
 
 MATERIAL VARIATIONS
 
 The material variations between the projections and the actual
 utilization/profitability are as follows: Nil CODE OF CONDUCT
 
 The Code of Conduct for all Board members and Senior Management of the
 Company have been laid down and are being complied with in words and
 spirit.
 
 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
 TRIBUNALS
 
 No orders were passed by the regulators or courts or Tribunals
 impacting the going concern status and company''s operation in future.
 
 ACKNOWLEDGEMENT
 
 The Board places on record their appreciation of the support of all
 stakeholders.
 
 Place: Ahmedabad                                 By order of the Board
 Date: 01/08/2015
 
 Registered office:                               Mr. Janak P shah
 Chhatral, Kalol-Mehsana Highway,                 Vice Chairman
 Taluka - Kalol, Gandhinagar- 382729              DIN: 01880079
Source : Dion Global Solutions Limited
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