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Shivalik Rasayan Directors Report, Shivalik Rasa Reports by Directors
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Shivalik Rasayan

BSE: 539148|ISIN: INE788J01021|SECTOR: Pharmaceuticals
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Directors Report Year End : Mar '18    Mar 16

TO THE members,

The Directors have pleasure in presenting this Fortieth Annual Report together with the Audited Financial Statements and Auditors’ Report for the financial year ended on 31st March, 2018.

FINANCIAL RESULTS

During the year the Net profit of your Company increased by 55.57% compared to last year’s performance.

(Rs. in lakhs)

Standalone

Consolidated

Financial Data

2017-18

2016-17

2017-18

2016-17

Sales

4,362.80

4,093.94

15,513.51

12,339.51

Other Income

71.68

51.92

260.47

82.58

Profit for the year before Tax

637.02

494.49

2,027.02

1,130.36

Provision for taxation

122.95

166.35

524.73

296

Deferred Tax Assets/(Liability)

0.62

(1.89)

(22.42)

11.67

Net Profit for Appropriation

513.44

330.03

1,524.71

846.04

COMPANY’S PERFORMANCE

On a consolidated basis, the revenue from operations for Financial Year 2018 at Rs. 15,513.51 lakhs was higher by 25.72% over the previous year (Rs. 12,339.51 lakhs in financial year 2017). The profit after tax attributable to shareholders was Rs. 1,524.71 lakhs in Financial Year 2018 (Rs. 846.04 lakhs in Financial Year 2017).

On Standalone basis, the revenue from operations for Financial Year 2018 was at Rs. 4,362.80 lakhs (Rs. 4,093.94 lakhs in financial year 2017). The profit was Rs. 513.44 lakhs in Financial Year 2018 (Rs. 330.03 lakhs in Financial Year 2017) which is 55.57% higher than the last financial year.

The management is hopeful to continue the profitability further.

DIVIDEND

Your Board of Directors have recommended a Dividend for the Financial Year ended on 31st March, 2018 on Equity Share Capital @10% [Rs. 0.50 per equity share (nominal value of 5 rupees each)]. The Dividend payout is subject to approval of shareholder in ensuring Annual General Meeting.

UNCLAIMED DIVIDEND

Members are hereby further informed that during the year the Company has declared final dividend of Rs. 1/- (10%) per equity share of Rs. 10/- each. Members who have not yet encashed their dividend warrant(s) for the financial year ended 31st March, 2018, are requested to make their claims to the company without any delay, to avoid transfer of their dividend/ shares to the Fund/ IEPF Demat Account.

It may be noted that dividend for the financial year 2017-18 declared on 11th September, 2017 and can be claimed by the Members by 10th august, 2024.

Further, members can ascertain the status of unclaimed dividends declared in financial year 2017-18 from the website of the company i.e. www.shivalikrasayan.com.

RESERVES

During the financial year ended on 31st March, 2018 Rs. 5,13,44,006/- has been transferred to General Reserve.

FIXED DEPOSITS

No fixed deposits have been accepted from public during the financial year 2017-18.

DEPOSITS

The company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

ASSOCIATE COMPANY

The Company has one Associate Company having 39.04% of equity shares of M/s Medicamen Biotech Limited. The company has full management control in M/s Medicamen Biotech Limited (MBL).

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the company.

SUB-DIVISION OF SHARES

Your Board of Directors recommended to sub-divide its shares having face value of Rs. 10/- (Rupees Ten only) each into 2 (Two) fully paid-up Equity Shares having face value of Rs. 5/-(Rupees Five only) each which was approved and ratified by the shareholders through Postal Ballot. This has improved the liquidity in the market.

ISSUE OF BONUS SHARES

Your Board of Directors recommended the issue of Bonus Shares, considering the financial position of the Company in the ratio of 1 (One) equity share for every 4 (Four) existing equity share held by them, as fully paid-up.

Further, the Shareholders of the company approved the issue of Bonus Shares by capitalising the mount of Rs. 1,05,20,000 (Rupees One Crore Five Lakh Twenty Thousand only) from the securities premium account and / or general reserve of the Company as per the audited financial statements of the Company for the financial year ended 31st March, 2017 to those persons who are Members as on the record date.

DIRECTORS

During the year Mr. Sanjay Bansal was appointed as an Additional Director in non-executive capacity and Dr. Akshay Kant Chaturvedi was appointed as an Additional Director in executive Capacity with effect from 05.03.2018 & 30.03.2018 respectively. Further, the company has received resignation letter from Mr. Rajiv Mehta from his Directorship on the Board of the Company w.e.f. 05.03.2018.

Mr. Ashwani Kumar Sharma, retires by rotation and being eligible, offered himself for re-appointment.

Pursuant to the provisions of Section 149 of the Act, Mr. Harish Pande, Mr. Kailash Gupta, Mr. Puneet Chandra, Mr. Arun Kumar &Ms. Usha pande are Independent Directors of the Company. they have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been no change in the circumstances affecting their status as an Independent Director during the year.

The Board appointed Ms. parul Choudhary as the Company Secretary and Compliance Officer, to take over from Ms. priyanka Singh with effect from 1st August, 2017.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2018 are: Mr. Suresh Kumar Singh, Managing Director, Mr. Vinod Kumar, Chief Financial Officer and Ms. Parul Choudhary, Company Secretary.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the Annual Financial Statements for the year ended on 31st March, 2018 the applicable accounting standards have been followed.

b) the Company have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 of the Company for the year under review.

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual financial statements have been prepared on a on-going concern basis.

e) the proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.

f) the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during Financial year 2018.

AUDITORS & AUDIT

Based on the performance and work of M/s Rai Qimat & Associates, Chartered Accountants as Statutory Auditors of the Company, it is recommended by the Board to appoint them for further five year i.e. from the Fortieth Annual General Meeting until the conclusion of Forty Fifth Annual general Meeting of the Company.

Appointment of M/s Rai Qimat & Associates, Chartered Accountants for further five year is being sought from the Members of the Company at the forthcoming Annual General Meeting.

As per the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s Rai Qimat & Associates, Chartered Accountants, for continuation of its appointment and a certificate, to the effect that its appointment, if continued, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.

The Company has adopted all the Ind AS except Ind As on Preliminary expenses, Pre-operative expenses and miscellaneous expenses. The said expenses were not significant.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITORS

The Board of Directors of your Company has appointed M/s, Puneet Gupta & Co., Chartered Accountants New Delhi as Internal Auditors in place of M/s Pawan K Singla & Co., Chartered Accountants pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2018-19.

COST ACCOUNTANT

Pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditor) Rules, 2014 the requirement of Cost Audit is not applicable on the Company. However, for Good Corporate Governance and for transparency in the work your Board of Directors has re-appointed M/s Cheena & Associates, Delhi, Cost Auditors (Firm Registration No.0397) as Cost Accountant of the Company for the financial year 2018-19 for maintaining the cost records of the Company.

SECRETARIAL AUDITORS

The Board of Directors of your Company has re-appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2018-19. The Report of the Secretarial Auditor is annexed to the Report as per Annexure “A”.

CORPORATE GOVERNANCE

A report on Corporate Governance together with Auditors’ certificate confirming compliance with Corporate Governance norms, as stipulated under SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report along with Report on Management Discussion and Analysis as Annexure “B”.

Disclosure under Companies Act, 2013

(i) Extracts of Annual Return

The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed as per Annexure “C”.

(ii) Meetings

During the year, Eight Board Meetings and Five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

(iii) Composition of Audit Committee

The Board has re-constituted its Audit Committee due to resignation of Mr. Rajiv Mehta which comprises of Mr. Harish Pande, Mr. Sanjay Bansal, Mr. Arun Kumar and Mr. Puneet Chandra. More details about the committee are given in the Corporate Governance Report.

(iv) Related Party Transactions

None of the transactions with any of related parties were in conflict with the Company’s interest. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements.

(v) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL

The Company’s internal control procedures have been planned and designed to provide reasonable assurance of compliance with various policies, practices and statutes in keeping with the Organization’s pace of growth and achieving the Organization’s objectives efficiently and economically.

The internal controls, risk management and governance processes are duly reviewed for their adequacy and effectiveness through periodic audits by the Internal Audit function.

A detailed note has been provided under Management Discussion and Analysis Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the Board & Committees was evaluated by the Board after seeking inputs from all the Directors & committee members on the basis of criteria such as the board & committee composition and structure, effectiveness of board processes, information and functioning, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Chairman of the Company and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the Independent Directors and meeting of Nomination and remuneration committee, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received necessary declaration from each of the Independent Directors of the company under section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company will be provided upon request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure “D”.

Sl.

Company

Nature of

Investment

No.

Transaction

(in Rs.Lakhs)

1.

Medicamen Biotech

Investment in

2,671.31

Limited

Shares

RELATED PARTY TRANSACTION

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure E in Form No. AOC-2 and the same forms part of this report

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the company during the year. However, the company proposes to diversify in the high growth area of Pharmaceuticals API & intermediates which possess huge opportunities in the domestic and overseas market. The said diversification in the proposed segment provides an opportunity to the company to grow significantly and will also act as backward integration of the bulk drugs and formulations business of Medicamen Biotech Limited, an Associate company of Shivalik Rasayan Limited, thus creating synergies for the business.

SHARE CAPITAL

During the year the company has increased its Authorised capital from Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakhs Only) divided into 35,00,000 (Thirty Five Lakhs Only) Equity Shares of Rs.10/- (Rupees Ten) each to Rs.10,00,00,000/-(Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore Only) Equity Shares of Rs.10/-(Rupees Ten) each.

Further, the company has increased its paid up capital from Rs.3,42,00,000/- (Rupees Three Crore and Forty Two Lacs only) divided into 3420000 (Thirty Four Lacs and Twenty Thousand only) Equity Shares of Rs.10/- (Rupees Ten) each to Rs. 4,20,80,000/- (Rupees Forty Two crores and Eighty Thousand only) divided into 4208000 (Forty Two Lacs and Eight Thousand only) Equity Shares of Rs. 10/- (Rupees Ten) each by issuing 7,88,000 convertible warrants into Equity shares on Preferential basis to Promoter group and NonPromoter group.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Listing Regulations,2015, the Company has implemented an integrated risk management approach through which it reviews and assesses significant risks controls and mitigation in place. The Audit committee has additional oversight in the area of financial risk and control. At present the Company has not identified any element of risk which may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

No disclosures on corporate Social Responsibility are required as provision under Section 135 of the Companies Act, 2013 and Rules made thereunder are not applicable to the company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of The Companies (Accounts) Rules, 2014.

A. CONSERVATION OF ENERGY

Energy conservation has been an important thrust area of the management and is being continuously monitored and efforts to conserve and optimize the use of energy through improved operational methods and other means are being continued on an ongoing basis. We have persistent in our efforts to ensure reuse, recycling to the extent possible.

Wherever possible, energy conservation measures have already been implemented by your Company.

With growing concerns, there has been an exhaustive search made for means of alternative energy which may be considered for implementation in future and your Company would continue to explore alternative sources of energy in future. Sustainability is deeply rooted in all the operations of your Company.

B. TECHNOLOGY ABSORPTION / RESEARCH AND DEVELOPMENT

Efforts, in brief, made towards technology absorption, adaption and innovation. the Company as a matter of policy exposes its technical staff to latest technological developments by encouraging them to participate in domestic as well as global technical seminars and expositions; this helps them to further improve their knowledge and skills, which in turn results in better quality products and increased productivity.

Benefits derived as a result of the above efforts Product innovation and renovation, improvement in yield, product quality, input substitution, cost effectiveness and energy conservation as the major benefits.

Your Company has not imported any technology during last three years. However, the Company has spent on the research & development of various products as mentioned below:

The expenditure incurred on Research & Development is as below:

C. FOREIGN EXCHANGE EARNING AND OUTGO

During the period under review: CIF Value of Imports is Rs.2,08,33,854/-.

HUMAN RESOURCES

The goal of the Human Resources Department is to enable the organization to achieve its strategic objectives, while ensuring employees are engaged and motivated.

Training needs are identified to meet individual requirements through in-house training, on-the-job training and outdoor training as a continuous process. Trainings are classified on the basis of requirements like individual development on soft skills, professional & technical skills and management development program. Current efforts also include building skills, attracting and retaining talent and nurturing and developing leadership potential.

During the year under review, there was a cordial relationship with all the employees. there was no loss of production on account of any industrial unrest. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/ contractors, employees, government agencies, local authorities for their continued trust and support to the company.

For and on behalf of the Board

Sd/-

Rahul Bishnoi

Place : New Delhi Chairman

Date : 25th July, 2018 (DIN: 00317960)

Source : Dion Global Solutions Limited
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