To, The Members, M/s. SHAH FOODS LIMITED
Your directors have pleasure in presenting the 41st (Forty First) Director'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, 2023.
The summary of operating results for the year is given below.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
Particulars |
Current year (2022-23) |
Previous year (2021-22) |
| Sales |
-- |
-- |
| Other Income |
6.40* |
0.16 |
Total Income |
6.40* |
0.16 |
| Depreciation |
-- |
0.04 |
Tax |
-- |
-- |
Current Tax |
-- |
-- |
| Deferred Tax |
|
|
Profit/(Loss) after Tax |
(20.61) |
(27.39) |
Earnings per share (Rs.) : |
(3.45) |
(4.59) |
Basic |
(3.45) |
(4.59) |
Diluted |
|
|
* Previous Liabilities written off of Rs. 6,34,411/- in the year 2022-23 and interest
of fixed deposit of Rs. 5,098/-, other than that there is no income in the Company.
2. STATE OF COMPANY'S AFFAIRS
As reported in previous three annual reports via 2019-20, 2020-21 and 2021-22, the
factory was closed since 30th June, 2019. The Company has sold/ disposed off
the assets last year. In view of this, there is no business transected by the Company
during the year. During the year under review, the total Income of the Company was Rs.
6.40 Lakh against Rs. 0.16 Lakh in the previous year. The Company has incurred loss after
Tax of Rs. (20.61) compared to loss of Rs. (27.40) Lakh in the previous year.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,
2013
During the year, due to loss in the Company, the Board of Directors proposed to carry
Nil amount to General Reserve Account.
4. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL
YEAR
There have been no 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.
5. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES
No company has become or ceased to be Subsidiary Company, Joint Venture Company or
Associate Company during the year.
6. CHANGE IN THE NATURE OF BUSINESS
During the Financial Year 2022-2023 your Company has not commenced any new business.
7. CHANGES IN SHARE CAPITAL
The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31,
2023 was 59,75,000/- (Rupees Fifty-Nine Lakh and Seventy-Five Thousand Only) comprising of
5,97,500 (Five Lakh Ninety-Seven Thousand and Five Hundred) Equity Shares of 10/- (Rupees
Ten Only) each. The Company has not issued any Equity Shares during FY 2022-2023. There
was no change in Share Capital during the year under review.
8. MANAGEMENT DISCUSSION & ANALYSIS
A report on Management Discussion and Analysis, as required in terms of Regulation
34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015, forms part of this report and it deals with the Business
Operations and Financial Performance, Research & Development Expansion &
Diversification, Risk Management, Marketing Strategy, Safety & Environment,
significant changes in key financial ratios etc. in "Annexure-A".
9. MEETINGS OF THE BOARD OF DIRECTORS
The gap between two Board meetings did not exceed four months. The schedule of Board/
Committee meetings is communicated in advance to the directors/ committee members to
enable them to plan their schedules and to ensure their meaningful participation in the
meetings. The Board met seven times in financial year details of which are summarized as
below:
Sr No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1 |
11.04.2022 |
6 |
6 |
| 2 |
18.05.2022 |
6 |
6 |
| 3 |
08.08.2022 |
6 |
6 |
| 4 |
03.09.2022 |
6 |
6 |
| 5 |
02.11.2022 |
6 |
6 |
| 6 |
11.02.2023 |
6 |
6 |
| 7 |
30.03.2023 |
6 |
6 |
In addition, Independent Directors met exclusively in the last quarter of the financial
year i.e. on 30th March, 2023.
10. CORPORATE GOVERNANCE
As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance
with Corporate Governance as specified in Regulation 17 to 27, 46 (2)(b) to (i) &
para-C, D & E of Schedule V are not applicable to the Company as paid-up share capital
doesn't exceed Rs. 10 Crore and Net Worth doesn't exceed Rs. 25 Crore, as on the last day
of previous financial year.
11. DIVIDEND
In view of loss, the Directors do not recommend any Dividend for the year under review.
12. DEPOSITS
Your Company has not accepted any deposits from the public within the meaning of
Section 73 and 74 of the Companies Act, 2013 and read with the Companies (Acceptance of
Deposits) Rules, 2014 for the year ended March 31, 2023.
13. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE
OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY
There is an adequate risk management infrastructure in place capable of addressing
risks that the organization faces such as strategic, financial, market, property, IT,
legal, regulatory, reputational and other risks those have been identified and assessed.
14. LISTING
The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has
paid listing fees to the Stock Exchange for the year 2023-24.
15. PERFORMANCE EVALUATION OF BOARD
The Board of Directors has carried out an annual evaluation of its own performance, its
Committees and Individual Directors pursuant to the requirements of the Companies Act,
2013 and rules made thereunder and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and schedule prescribed thereunder. There is no business
transacted by the Company during the year, however the Company is exploring new business
lines. The performance of the Board was evaluated by the Board after seeking inputs from
all the Directors on the basis of criteria such as the board composition and structure,
effectiveness of Board processes, information and functioning, etc. The performance of the
respective Committees was evaluated by the Board after seeking inputs from the Committee
members on the basis of criteria such as the composition of Committees, effectiveness of
Committee meetings, etc. The above criteria are as per the Performance Evaluation Policy
of the Company approved by the Board of Directors upon the recommendation of Nomination
and Remuneration Committee. As required under Regulation 25 of the Listing Regulations, a
separate meeting of the Independent Directors of the Company was also held on 30th
March, 2023 to evaluate the performance of the Chairman, Non- Independent Directors and
the Board as a whole and also to assess the quality, quantity and timeliness of flow of
information between the management of the Company and the Board. 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.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated, on the basis of following evaluation criteria:
Relevant Knowledge, Expertise and Experience.
Devotion of time and attention to the Company's long term strategic issues.
Addressing the most relevant issues for the Company.
Discussing and endorsing the Company's strategy.
Professional Conduct, Ethics and Integrity.
Understanding of Duties, Roles and Function as Independent Director. Your directors
have expressed their satisfaction to the evaluation process.
16. INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors of the Company met on 30th
March, 2023, discussed inter-alia, a. Evaluation of performance of Non-Independent
Director and the Board of Directors of the Company as a whole; b. Evaluation of
performance of the Chairman of the Company, taking into views of executive and
Non-Executive Directors; c. Evolution of the quality, content and timelines of flow of
information between the management and the board that is necessary for the board to
effectively and reasonably perform its duties;
17. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013.
18. DIRECTORS & KEY MANAGERIAL PERSONAL
i. Retirement by Rotation:
Shri Nirav Janakbhai Shah, Director (DIN-01880069), retires by rotation and being
eligible offers himself for re appointment. Pursuant to Regulation 17 of the SEBI (LODR)
Regulations, 2015, details of Director retiring by rotation is provided under explanatory
statement of the Notice of the 41st Annual General Meeting.
ii. Appointment Re appointment of KMP:
Shri Kunal Rajesh Asarpota (DIN: 06779773), re appointed as an Independent Director
of the Company w. e. f. 09/02/2023 for the term for five consecutive years, subject to the
resolution to be passed by the Shareholders at the ensuing Annual General Meeting.
19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure
B" to this report.
20. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as "Annexure
C" to this Report.
21. STATUTORY AUDITORS
M/s. Suresh R. Shah & Associates, Chartered Accountants, Ahmedabad (Firm
Registration No: 110691W) were appointed as a Statutory Auditors of the Company with the
approval of members at the 40th Annual General Meeting to hold office till the
conclusion of the 45th Annual General Meeting. As per the recent amendment
issued by Ministry of Corporate Affairs, ratification of statutory auditors at every
Annual General Meeting is not required and hence your directors have not proposed the
ratification of M/s. Suresh R. Shah & Associates at ensuing Annual General Meeting.
Remuneration to Auditors:
The Statutory Auditor was paid Rs. 85,000/- (Rupees Eighty-Five Thousand Only) as Audit
fees for the year 2022-23.
22. AUDITORS' REPORT
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.
23. SECRETARIAL AUDITOR
M/s. GKV & ASSOCIATES, Practicing Company Secretary has been appointed as the
Secretarial Auditor of the Company for the financial year 2022-23 as required under
Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report
for the financial year ended March 31, 2023 is annexed herewith marked as "Annexure-D"
to this Report. The Secretarial Audit Report contains certain adverse remarks which
are dealt with as under:
Sr. No |
Remarks |
Explanation |
1. |
Non-Compliance of Section 138 of the Companies Act, 2013 |
The Company does not have Internal Audit department as the factory is
closed w.e.f. 30/6/2019. |
2. |
Non-Compliance Regulation 46 of SEBI (LODR) Regulations, 2015 |
The website was not updated at the time of Secretarial Audit, the
Company is under financial stress. |
24. DETAILS OF FRAUDS REPORTED BY THE AUDITORS
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor
have reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any
instances of fraud committed against the Company by its officers or employees.
25. COMMITTEES OF THE BOARD
Currently the Board has constituted three Committees:
a) Audit Committee,
b) Stakeholders' Relationship Committee,
c) Nomination & Remuneration committee.
A. AUDIT COMMITTEE
All Members of the Audit Committee have accounting and financial management expertise.
The role of Audit Committee, the powers exercised by it pursuant to the terms of
reference, and the information reviewed by it are in accordance with the requirements as
specified in the Regulation 18 of SEBI (LODR) Regulations, 2015 Companies Act, 2013 and
other applicable laws, if any. Apart from the above, the Audit Committee also exercises
the role and powers entrusted upon it by the Board of Directors from time to time. The
Vice-Chairman & Whole-time Director and Statutory Auditors are the invitees to the
Audit Committee meetings. During the period under review, the Audit Committee met four
times on 18.05.2022, 08.08.2022, 02.11.2022 and 11.02.2023 and was attended by the
following members.
Name |
Designation |
No of meetings attended |
| Shri Sunil Gautambhai Parikh |
Chairman |
4 |
| Shri Kunal Asarpota |
Member |
4 |
| Shri Malav Jashwantlal Shah |
Member |
4 |
B. NOMINATION AND REMUNERATION COMMITTEE
The roles and responsibilities of the Committee are in accordance with the requirements
as specified in the Regulation 19 of SEBI (LODR) Regulations, 2015, Companies Act, 2013
and other applicable laws, if any. Apart from the above, the Committee also exercises the
role and powers entrusted upon it by the Board of Directors from time to time. All Members
of the Nomination and Remuneration Committee have accounting and financial management
expertise. The role of Audit Committee, the powers exercised by it pursuant to the terms
of reference, and the information reviewed by it are in accordance with the requirements
as specified in the Regulation 19 of SEBI (LODR) Regulations, 2015, Companies Act, 2013
and other applicable laws, if any. Apart from the above, the Committee also exercises the
role and powers entrusted upon it by the Board of Directors from time to time. During the
period under review, the Committee met four times on 18.05.2022, 08.08.2022, 02.11.2022
and 11.02.2023 and was attended by the following members.
Name |
Position |
Category |
Shri Sunil Gautambhai Parikh |
Chairman |
Non Executive, Independent Director |
Shri Kunal Asarpota |
Member |
Non Executive, Independent Director |
Shri Malav Jashwantlal Shah |
Member |
Non Executive, Independent Director |
Remuneration to Directors: a. The Whole Time Director/ Managing Directors/ Manager/
and/ or Directors get Salary and Perquisites. Remuneration paid for the year ended 31st
March, 2023 was as under:
Name of the Director |
Period of Appointment |
Designation |
Remuneration |
Shri Nirav Janak Shah |
Five years with effect from 01/07/2022* |
Managing Director |
8.64 Lakhs |
|
TOTAL |
|
8.64 Lakhs |
The Company has not transacted any business during the year;
The criteria for making payments to the Whole time Directors are:
Salary, as recommended by the Nomination and Remuneration Committee and approved by the
Board and the Shareholders of the Company. Perquisites, retirement benefits and
performance pay are also paid/ provided in accordance with the Company's compensation
policies, as applicable to all employees and the relevant legal provisions. Remuneration
is determined keeping in view the industry benchmarks and situation of the Company
Business. b. The Non-Executive Directors are not paid sitting fees for attending
the meetings of the Board and Committees. c. The Company has not paid sitting fees
to any Director of the Company.
C. STAKEHOLDER RELATIONSHIP COMMITTEE
The terms of reference of the Committee include reviewing and redressing complaints
from shareholders such as non-receipt of annual report, transfer of shares, issue of
duplicate share certificates, etc.; to oversee and review all matters connected with
transfers, transmissions, dematerialization, re-materialization, 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, BSE and any other regulatory authority or under any
applicable laws, as amended from time to time. Committee met four times during FY 2022-23
i.e. 18.05.2022, 08.08.2022, 02.11.2022 and 11.02.2023 and was attended by following
members:
Name |
Position |
No of meetings attended |
Shri Sunil Gautambhai Parikh |
Chairman |
4 |
| Shri Kunal Asarpota |
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, 2022 |
0 |
Investor complaints received during the year ended on March 31, 2023 |
0 |
Investor complaints resolved during the year ended March 31, 2023 |
0 |
| Investor complaints pending as on March 31, 2023 |
0 |
Share Transfer Committee
The Stakeholder relationship committee has delegated power of approving transfer of
securities to Shri Nirav Shah and Shri Sunil Parikh. The Committee, inter alia, reviews
and approves the transfer/ transmission/ D-mat of equity shares as submitted by M/s. Big
Share Services Private Limited., the Registrar & Transfer Agent of the Company. There
is no physical transfer during the year.
26. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
The Company has not given any loan, made any investment or given any guarantee hence
information is nil.
27. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board
of Directors hereby confirms that; I. In the preparation of the annual accounts, the
applicable accounting standards have been followed and that there are no material
departures. II. It has in the selection of the accounting policies, consulted the
Statutory Auditors and has 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 as at 31st March, 2023 and of the profits of the Company for that
period. III. It has 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, to
the best of its knowledge and ability. There are however, inherent limitations, which
should be recognized while relying on any system of internal control and records. IV. It
has prepared the annual accounts on a going concern basis.
V. The Directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operation
efficiently. VI. 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.
28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, the Company has transferred unclaimed dividend of Rs. NIL to the
Investor Education and Protection Fund in compliance with provisions of the Companies Act,
2013.
29. INSURANCE
All the insurable interests of the Company are adequately insured against risk of fire
and other risks.
30. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2022-23, your Company has not entered into any material
related party transaction as per the SEBI Listing Regulations with any of its related
parties. Disclosures pursuant to the Accounting Standards on related party transactions
have been made in the notes to the Financial Statements. As there were no related party
transactions which were not in the ordinary course of the business or not on arm's length
basis and also since there was no material related party transaction as stated above,
disclosure under Section 134(3) (h) in Form AOC-2 of the Companies Act, 2013 is not
applicable.
31. DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that independent directors have
given the declaration and they meet the criteria of independence as provided under Section
149(6) of the Companies Act, 2013.
32. FAMILIARIZATION PROGRAMME
In Compliance with the requirements of SEBI Regulations, the Company has put in place a
familiarization program for the Independent Directors to familiarize them with their role,
rights and responsibility as Directors, the working of the Company, nature of industry in
which the Company operates, business model etc. A familiarization program was conducted
for Independent Directors. However, there is no business in the Company.
33. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to provisions of Section 177 (9) of the Act, read with Regulation 22(1) of the
SEBI Listing Regulations, your Company has adopted a Whistle Blower Policy, to provide a
formal vigil mechanism to the Directors and employees to report their concerns about
unethical behaviour, including actual or suspected leak of unpublished price sensitive
information, actual or suspected fraud or violation of the Company's Code of Conduct or
ethics policy. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee in certain cases. It is affirmed that no personnel of the Company
have been denied access to the Audit Committee.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
A. Conservation of Energy
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.
35. FOREIGN EXCHANGE EARNINGS AND OUT GO
There were no foreign exchange earnings and outgo during the year under review.
36. EQUITY CAPITAL
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the Employees.
e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The company has not issued equity shares with differential rights as to dividend,
voting or otherwise.
SHARES IN SUSPENSE ACCOUNT
? Aggregate number of shareholders and the outstanding shares in the Suspense Account
lying at the beginning of the year: NIL
? Number of shareholders who approached issuer for transfer of shares from Suspense
Account during the year: Not Applicable
? Number of shareholders to whom, shares were transferred from Suspense Account during
the year: Not Applicable
? Aggregate number of shareholders and the outstanding shares in the Suspense Account
lying at the end of the year: NIL
? 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
? Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account lying at the beginning of the year: NIL
? Number of shareholders who approached issuer for transfer of shares from the
Unclaimed Suspense Account during the year: Not Applicable
? Number of shareholders to whom, shares were transferred from the Unclaimed Suspense
Account during the year: Not Applicable
? Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account lying at the end of the year: NIL
37. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS
Pursuant to the requirement of Section 134(3)(q) of the Act, read with Rule 8 (5)(vii)
of the Companies (Accounts) Rules, 2014, it is confirmed that during FY 2022-23, there
were no significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company's operations in future.
38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
During the year under review, the Company is in compliance with the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued
by the Institute of Company Secretaries of India as approved by the Central Government.
39. 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 weaknesses in the design or operation were observed.
40. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Prevention of sexual harassment policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Your Company has adopted a policy on prevention, prohibition and
redressal of sexual harassment at the workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules made there under.
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
a. number of complaints filed during the financial year: Nil
b. number of complaints disposed of during the financial year: Nil
c. number of complaints pending as on end of the financial year: Nil
41. ACKNOWLEDGEMENT
Your directors wish to express the continued co-operation received from all the
Stakeholders.
Date: 14.08.2023 |
For, Shah Foods Limited |
Place: Ahmedabad |
Sd/- |
|
Mr. Nirav J. Shah |
|
Managing Director |
|
DIN: 01880069 |
|