To
The Members,
SHILP GRAVURES LIMITED
The Board of Directors are pleased to present the Company's 30th Annual
Report on business and operations, together with the audited financial statements
(standalone as well as consolidated) for the financial year ended March 31, 2023.
1. FINANCIAL PERFORMANCE:
Particulars |
Standalone |
Consolidated |
|
For the year ended on 31st March,
2023 |
For the year ended on 31st
March, 2022 |
For the year ended on 31st
March, 2023 |
For the year ended on 31st
March, 2022 |
Revenue from Operations |
7695.24 |
6771.41 |
8719.97 |
7479.04 |
Other Income |
164.15 |
401.47 |
127.72 |
372.20 |
Total Revenue |
7859.39 |
7172.88 |
8847.69 |
7851.24 |
Operating expenses |
6377.67 |
5594.72 |
7258.45 |
6297.02 |
Depreciation and Amortisation expenses |
423.68 |
434.52 |
479.09 |
494.87 |
Finance Cost |
26.60 |
27.46 |
41.13 |
52.81 |
Total Expenditure |
6827.95 |
6056.70 |
7778.64 |
6844.70 |
Profit before Tax |
1031.44 |
1116.18 |
1069.23 |
1006.54 |
Tax Expense |
|
|
|
|
Current tax |
179.17 |
203.78 |
179.18 |
203.78 |
Short provision for tax relating to prior years |
(2.32) |
2.59 |
(2.32) |
2.59 |
Deferred tax |
113.73 |
39.77 |
111.45 |
8.99 |
Profit for the year |
740.86 |
870.04 |
780.92 |
791.18 |
Other Comprehensive Income (net of tax) |
4.94 |
18.92 |
5.27 |
13.83 |
Total Comprehensive Income |
745.80 |
888.96 |
786.19 |
805.01 |
Opening Balance of Retained Earning |
6109.42 |
5356.16 |
5975.09 |
5305.79 |
Amount available for appropriation |
6855.22 |
6245.12 |
6761.27 |
6110.79 |
Appropriations: |
|
|
|
|
Transfer to General Reserves |
25.00 |
25.00 |
25.00 |
25.00 |
Dividend on Equity Shares |
110.70 |
110.70 |
110.70 |
110.70 |
Tax on Dividend |
- |
- |
- |
- |
Balance Carried to Balance Sheet |
6719.52 |
6109.42 |
6625.57 |
5975.09 |
2. REVIEW OF OPERATIONS:
On a consolidated basis, the revenue from operations for the FY 2022-23
was 8719.97 Lacs, increased by 16.59% over the previous year revenue of 7479.04
lacs. The Profit after tax ("PAT") for FY 2022-23 was 780.92 Lacs over
the previous year's Profit after tax ("PAT") of 791.18 lacs, lower by
1.30%. On standalone basis, the revenue from operations for FY 2022-23 was 7695.24
Lacs, higher by 12.35% over the previous year's revenue of 6771.41 Lacs in FY
2021-22. The Profit after tax ("PAT") was 757.04 Lacs over the previous
year's Profit after tax ("PAT") of 870.04 Lacs, lower by 12.98%.
3. DIVIDEND:
The Board of Directors has recommended a payment of dividend at a rate
of 2.10/- (21%) per equity share for the year ended March 31, 2023 on the face
value of 10/- per share on 61,49,800 Equity Shares, subject to the approval of the
Members at the 30th Annual General Meeting ("AGM"). The Final Dividend on equity
shares, if approved by the members, would involve a cash outflow of 129.14 Lacs.
4. TRANSFER TO RESERVES:
The Company propose to transfer 25.00 Lacs to general reserve.
5. PUBLIC DEPOSITS:
The Company has not accepted any deposits falling under the ambit of
Section 73 of the Companies Act, 2013 ('the Act') and the Rules framed thereunder during
the year under review.
6. SHARE CAPITAL:
The Paid-up Equity Share Capital of the Company as on 31st March, 2023
stands at 6,14,98,000/- i.e.,61,49,800 Equity Shares of 10 each.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 are given in the Notes to the Financial Statements.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure
- A.
9. CORPORATE GOVERNANCE:
During the year under review, the Company complied with the provisions
relating to corporate governance as provided under the Listing Regulations. The compliance
report together with a certificate from the Company's auditors confirming the compliance
is provided in the Separate Report on Corporate Governance, which forms part of the Annual
Report.
10. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Pursuant to Regulation 34 of the Listing Regulations, the Management
Discussion and Analysis Report for the year under review, is presented in a separate
section, forming part of the Annual Report. Certain statement of the said report may be
forward looking. Many factors may affect the actual results, which could be different from
what the directors envisage in terms of performance and outlook.
11. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE)
with scrip code No. 513709. The Company confirms that the annual listing fees to stock
exchanges for the financial year 2023-24 have been paid.
12. DIRECTORS & KEY MANAGERIAL PERSONNEL: 12.1. Director liable to
Retire by Rotation
In accordance with the provisions of Companies Act, 2013 and Articles
of Association of the Company, Mrs. Monica Hemal Kanuga (DIN: 06919996) is liable to
retire by rotation at the ensuing Annual General Meeting of the Company and being
eligible, offer herself for reappointment. The Board recommends her appointment as
Director of the Company retiring by rotation.
Brief resume and other details of the Director(s) being
appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2
issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI
(LODR) Regulations, is separately disclosed in the Notice of the 30th Annual General
Meeting of the Company.
12.2. Declaration by Independent Directors
The Company's Independent Directors have submitted requisite
declarations confirming that they continue to meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations and there has been no change in the circumstances, which may affect their
status as Independent Director during the year. Also, your Company has received annual
declarations from all the Independent Directors of the Company confirming that they have
already registered their names with the data bank maintained by the Indian Institute of
Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise in the fields of manufacturing,
finance, strategy, auditing, tax and risk advisory services; and they hold high standards
of integrity.
The Independent Directors met on March 20, 2023, without the attendance
of Non-Independent Directors and members of the Management.
12.3 Key Managerial Personnel
As on the date of this report, the following are Key Managerial
Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:
1. Mr. Ambar Patel - Managing Director
2. Mr. Roshan Shah - Chief Executive Officer
3. Mr. Rajendra Gandhi - Chief Financial Officer
4. Mr. Harsh Hirpara - Company Secretary
Mr. Amit Agrawal - Chief Financial Officer and Mr. Bharat Patel -
Company Secretary, has resigned from respective position w.e.f. 31st October,
2022 The Board placed on record its sincere appreciation for the contribution made by them
over the years.
Consequent to the above resignation and based on the recommendation of
the NRC and approval of the Audit Committee, the Board of Directors of the Company, had
appointed Mr. Rajendra Gandhi, Chief Financial Officer and based on the recommendation of
the NRC, the Board of Directors of the Company, had appointed Mr. Harsh Rameshbhai
Hirpara, Company Secretary and Compliance Officer w.e.f. 10th November, 2022 continued to
be the Key Managerial Personnel of your Company.
13. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
a) that in the preparation of the annual financial statements for the
year ended March 31, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
b) that such accounting policies have been applied consistently and
judgment and estimates have been made that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as on March 31, 2023, and of the
profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) that the annual accounts have been prepared on a going concern
basis;
e) that the internal financial controls followed by the Company are
adequate and has been operating effectively; and
f) that proper systems to ensure compliance with the provisions of all
applicable laws have been devised and such systems were adequate and were operating
effectively.
14. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:
During the year, four (4) Board Meetings were convened and held, the
details of which are given in the Report on Corporate Governance, which forms part of the
Annual Report. The Company has the three (3) Board-level Committees viz Audit Committee,
Nomination and Remuneration
Committee, Stakeholders' Relationship Committee, which have been
established in compliance with the requirements of the relevant provisions of applicable
laws and statutes.
The Committee meetings were held during the year, including Audit
Committee four (4) and Stakeholders' Relationship Committee (2) and Nomination and
Remuneration Committee (2) during the year. The details with respect to the composition,
terms of reference, number of meetings held, etc. of the Board and Committees are included
in the Report on Corporate Governance, which forms part of the Annual Report. The
intervening gap between the meetings was within the period prescribed under the provisions
of Section 173 of the Act and SEBI (LODR) Regulations.
15. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE:
The Company has a Wholly Owned Subsidiary in the name of "Etone
India Private Limited" (hereinafter referred as WOS) and same was a material
subsidiary of the Company, as per Listing Regulations. The Secretarial Audit Report of
material subsidiary is also annexed to this annual report as per regulation 24A of the
Listing Regulations. Pursuant to the provisions of Section 129 (3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiary in
Form AOC-1 is given in Annexure-B.
The Company is in compliance with Regulation 24 of the Listing
Regulations. The Policy of material subsidiary has been uploaded on the Company's website
and can be accessed at https://www.shilpgravures.com/Investorsrelations/policies.
The Company does not have any Associate or Joint Venture within the
meaning of Section 2(6) of Companies Act, 2013 ("ACT").
16. CONSOLIDATED FINANCIAL STATEMENT:
The Consolidated Financial Statements of your Company prepared in
accordance with the provisions of the Companies Act, 2013, SEBI (Listing obligations and
Disclosure Requirement) Regulations 2015 and applicable Accounting Standards prescribed
under section 133 of the Companies Act, 2013 form part of this annual report. The audited
Consolidated Financial Statements together with the Auditors' Report thereon form part of
the Annual Report.
Further, pursuant to the provisions of Section 136 of the Companies
Act, 2013 the financial statements of the Company, consolidated financial statements along
with relevant documents and separate audited financial statements in respect of
subsidiary, are available on the website of the company. Any member interested in
obtaining such document may write to the Company Secretary and the same shall be furnished
on request.
17. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
The Company has adopted a whistle blower policy and has established the
necessary vigil mechanism for employees and directors to report concerns about unethical
behavior. No person has been denied access to the Audit Committee. During the year under
review, there was no case of whistle blowing. The provisions of this policy are in line
with the provisions of Section 177(9) of the Companies Act, 2013 and as per the Regulation
22 read with Regulation 4(d)(iv) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Company has formulated whistle blower policy which is available on
Company's website at https://www.shilpgravures.com/Investorsrelations/policies.
18. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company as adopted by the Board and the initiatives undertaken by the Company on
CSR activities during the year and under review are set out in Annual Report on CSR
Activities as Annexure C of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended. In compliance with
requirements of Section 135 of the Act, the Company has laid down a CSR Policy and the
same is uploaded on the website of the Company and can be accessed at
https://www.shilpgravures.com/Investorsrelations/policies.
19. NOMINATION AND REMUNERATION POLICY:
To comply with the provisions of Section 178 of the Act and Rules made
thereunder and Regulation 19 of SEBI (Listing obligations and Disclosure Requirement)
Regulations 2015, the Company's Remuneration Policy for Directors, Key Managerial
Personnel (KMP), Senior Management and other Employees of the Company is uploaded on
website of the Company and can be acces sed at https://
www.shilpgravures.com/Investorsrelations/policies. The Policy includes, inter alia, the
criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel
and other employees of the Company.
20. FORMAL ANNUAL EVALUATION:
To comply with the provisions of Section 134(3)(p) of the Act and Rules
made thereunder and Regulation 17(10) of SEBI (Listing obligations and Disclosure
Requirement) Regulations 2015, the Board has carried out the annual performance evaluation
of its own performance, the Directors individually as well as the evaluation of the
working of its Audit and Nomination & Remuneration Committees. The manner in which the
annual performance evaluation has been carried out is explained in the Corporate
Governance Report which forms part of this report.
21. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the draft of the Annual Return of the Company for the financial year March 31, 2023 is
uploaded on the website of the Company and can be accessed at
https://www.shilpgravures.com/investorsrelations/financials/annualreturn.
22. RELATED PARTY TRANSACTIONS:
The Company has a well-defined process of identification of related
parties and transactions with related parties, its approval and review process. The Policy
on Related Party Transactions as formulated by the Audit Committee and the Board is hosted
on the Company's website at https://www.shilpgravures.com/Investorsrelations/policies. As
required under Regulation 23 of the Listing Regulations, the Audit Committee has defined
the material modification and has been included in the said Policy.
All contracts, arrangements and transactions entered by the Company
with related parties during FY 2022-23 (including any material modification thereof), were
in the ordinary course of business and on an arm's length basis and were carried out with
prior approval of the Audit Committee. All related party transactions that were approved
by the Audit Committee were periodically reported to the Audit Committee. Prior approval
of the Audit Committee was obtained periodically for the transactions which were planned
and/or repetitive in nature and omnibus approvals were also taken as per the policy laid
down for unforeseen transactions.
None of the contracts, arrangements and transactions with related
parties, required approval of the Board/Shareholders under Section 188(1) of the Act and
Regulation 23(4) of the Listing Regulations.
None of the transactions with related parties falls 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 in Form AOC-2 does not apply to the Company for the FY 2022-23 and hence the same is
not provided. The details of the transactions with related parties during FY 2022-23 are
provided in the accompanying financial statements.
23. INTERNAL FINANCIAL CONTROLS:
The Company's internal financial controls are commensurate with the
scale and complexity of its operations. The Directors had laid down internal financial
controls to be followed by your Company and such policies and procedures adopted by your
Company for ensuring the orderly and efficient conduct of its business, including
adherence to your Company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information. The Audit Committee
evaluates the internal financial control system periodically. The Statutory Auditors have
provided their report on internal financial control which is annexed hereafter.
24. RISK MANAGEMENT:
The Risk Management Committee as per Regulation 21(5) of the SEBI
(LODR) Regulations, 2015 is not applicable to the Company as the Company does not fall
under top 1000 listed Companies on the basis of market capitalization. However, your
Company has an elaborate Risk Management procedure covering Business Risk, Operational
Controls Assessment etc. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous basis from time to
time by the Board of Directors.
25. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as per Regulation 34(2)(f) of the
SEBI (LODR) Regulations, 2015 is not applicable to the Company as the Company does not
fall under top 1000 listed Companies on the basis of market capitalization.
26. DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market
capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your
Company is not required to formulate the Dividend Distribution Policy.
27. INDIAN ACCOUNTING STANDARDS (IND AS):
The Company has followed the relevant Accounting Standards notified by
the Companies (Indian Accounting Standards) Rules, 2015 while preparing Financial
Statements.
28. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:
The Board of Directors affirms that the Company has complied with the
applicable Secretarial Standards (SS) issued by the ICSI (SS1 and SS2), respectively
relating to Meetings of the Board and its Committees.
29. TRANSFER OF EQUITY SHARES UNPAID/UNCLAIMED DIVIDEND TO THE INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):
In line with the statutory requirements, the Company has transferred to
the credit of the Investor Education and Protection Fund set up by the Government of
India, equity shares in respect of which dividend had remained unpaid/unclaimed for a
period of seven consecutive years within the timelines laid down by the Ministry of
Corporate Affairs. Unpaid/unclaimed dividend for seven years or more has also been
transferred to the IEPF pursuant to the requirements under the Act.
The details are available on Company's website at
https://www.shilpgravures.com/investorsrelations/shareholderinformation.
30. EQUAL OPPORTUNITY EMPLOYER:
The Company is an equal opportunity provider and continuously strives
to build a work culture which promotes the respect and dignity of all employees across the
Organization. In order to provide women employees a safe working environment at workplace
and also in compliance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company
has formulated a well-defined policy on prevention, prohibition and redressal of
complaints relating to sexual harassment of women at the workplace. No complaints
pertaining to sexual harassment of women employees from any of the Company's locations
were received during the year ended March 31, 2023.
31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as
Annexure-D.
32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year and date of this
report. There has been no change in the nature of business of the Company.
33. CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the Company during
the financial year 2022-23.
34. COST RECORDS:
The Company has duly prepared and maintained the cost records of the
business activities carried out by the Company during the financial year 2022-23 as
required pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Rules, 2014. However, the appointment of Cost
Auditor for undertaking audit of the cost records of the company is not applicable to your
Company.
35. AUDITORS:
35.1 Statutory Auditors:
M/s. Shah & Shah Associates, Chartered Accountants (Firm
Registration No-113742W), Ahmedabad are the Statutory Auditors of the Company. The Board
of Directors of the Company at their meeting held on 13th May, 2023, based on the
recommendation of the Audit Committee, reappointment of M/s. Shah & Shah Associates,
Chartered Accountants (Firm Registration No-113742W) as the Statutory Auditors of the
Company for the second term of five consecutive years i.e. from F.Y.
2023-24 to F.Y. 2027-28 who shall hold the office from the conclusion of ensuing 30th
Annual General Meeting till the conclusion of 35th Annual General Meeting of the Company,
subject to compliance of the various provisions of Companies Act, 2013. The Statutory
Auditors have confirmed their eligibility and qualifications required under Sections 139,
141 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force). Further, there has been no qualification, reservation or adverse remark or
disclaimer in their Report. The Auditors' Report is enclosed with the financial statements
in this Annual Report.
35.2 Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors have appointed Mrs. Monica Kanuga, Practicing Company Secretary
(FCS.:3868, CP No. 2125) as Secretarial Auditors to conduct Secretarial Audit of the
Company for the Financial Year ended March 31, 2023. The Secretarial Audit Report for
financial year 2022-23 in Form MR-3 is annexed, which forms part of this report, as
Annexure-E. There were no qualifications, reservation or adverse remarks given by
Secretarial Auditor of the Company in the Secretarial Audit Report of the Company.
35.3 Internal Auditors:
The Board of Directors appointed M/s. K. J. Patel & Associates,
Chartered Accountants, as Internal Auditors of the Company for the F. Y. 2022-23.
35.4 Reporting of frauds by auditors:
During the year under review, neither the statutory auditors nor the
secretarial auditor have reported to the Audit Committee of the Board, under Section
143(12) of the Act, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in this Report.
36. Proceedings Pending under the Insolvency and Bankruptcy Code
("IBC")
There is no such proceeding or appeal pending under Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year
even upto the date of this report.
37. The details of difference between amount of the valuation done at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions
No such instance of One-time settlement or valuation was done while
taking or discharging loans from the Banks/ Financial institutions occurred during the
year.
38. INSURANCE:
All the insurable interests of the Company including Inventories,
Buildings, Plant & Machinery and Liabilities under legislative enactments are
adequately insured.
39. ACKNOWLEDGMENTS:
Your Company has maintained healthy, cordial and harmonious relations
at all levels throughout the year. Your Company's organizational culture upholds
professionalism, integrity and continuous improvement across all functions, as well as
efficient utilization of the Company's resources for sustainable and profitable growth.
Your Directors wish to place on record their appreciation for the
sincere services rendered by employees of the Company at all levels. Your Directors also
wish to place on record their appreciation for the valuable co-operation and support
received from various Government Authorities, Banks / Financial Institutions and other
stakeholders such as members, customers and suppliers, among others. Your Directors also
commend the continuing commitment and dedication of employees at all levels, which has
been vital for the Company's success. Your Directors look forward to their continued
support in future.
|
For and on the behalf of the Board of
Directors of Shilp Gravures Limited |
|
Ambar Patel |
Shailesh Desai |
|
(Managing Director) |
(Director) |
Place: Rakanpur |
(DIN: 00050042) |
(DIN: 00169595) |
Date: 13th May, 2023 |
|
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