To the Members,
Your Directors have great pleasure in presenting the 35th Annual Report
together with the Audited statements of Accounts of your Company for the financial year
ended on 31st March, 2023.
FINANCIAL SUMMARY:
The Highlights of the financial performance of the Company during the period ended
March 31st, 2023:
(Amount in Lacs)
Particulars |
Financial Year 2022-23 |
Financial Year 2021-22 |
Revenue from operations |
19,408.03 |
15,830.70 |
Other income |
74.47 |
16.74 |
Total Revenue |
19,482.49 |
15,847.44 |
Expenses |
|
|
(d) Employee benefits expense |
658.40 |
529.06 |
(e) Finance costs |
736.07 |
717.59 |
(f) Depreciation and amortization expense |
86.45 |
98.25 |
(g) Other expenses |
8441.60 |
14,433.45 |
Total Expenses |
19,297.25 |
15,778.35 |
Profit/ (Loss) before tax |
185.24 |
69.09 |
Tax expense: |
|
|
(a) Current tax expense |
53.00 |
17.65 |
(b) Deferred tax |
-1.32 |
0.86 |
(c) Prior Period Adjustment |
-20.27 |
1.05 |
Profit / (Loss) for the year |
153.83 |
49.54 |
Earnings per share (face value Rs.10/-) Basic & Diluted |
01.62 |
0.52 |
OPERATIONS REVIEW:
The Company's total revenue from operations during the financial year ended 31st
March 2023 were Rs. 19,480.03 Lacs as against Rs. 15,830.70 Lacs of the previous year
representing increase of approximately about 18.75% over the corresponding period of the
previous year with total expenses of Rs. 19,297.25 lacs (previous year of Rs. 15,778.35
lacs) The Company has made Net Profit of Rs. 153.83 Lacs as against Rs. 49.54 Lacs of the
previous year. The EPS of the Company for the year 2022-23 is Rs. 01.62. A detailed
discussion on performance and outlook appears as part of Management Discussion and
Analysis attachedto this report.
TRANSFER TO RESERVES:
During the year under review, the Company has not transferred any amount to the
General Reserve' and entire amountof profit for the year forms part of the
Retained Earnings'.
DIVIDEND:
No dividend has been recommended in respect of the financial year ended 31st March,
2023 and the entire surplus be ploughed back to the business to meet the needs for
additional finance for capital expenditure.
EXPORTS:
During the financial year, the Company has achieved export sales of Rs. 314.20 Lakhs
(previous year of Rs. 165.83 Lakhs).
DEPOSIT:
The Company has neither accepted nor invited any deposit from public, falling within
the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014.
SHARE CAPITAL:
During the year under review there is no change in share capital of the Company.
The Authorised Share Capital of the Company as at 31st March, 2023 stood at
Rs.10,00,00,000/-and the Paid-up Equity Share Capital of the Company as at 31st
March, 2023 stood at Rs.9,50,00,000/- Your Directors state that no disclosure or reporting
is required in respect of the following items as there were notransactions on these items
during the year under review: a. Issue of equity shares with differential rights as to
dividend, voting or otherwise. b. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme includingEmployee Stock Option Scheme. c.
Provision of money by company for purchase of its own shares by employees or by trustees
for the benefit ofemployees.
During the year under review, the Company has not issued any Share Capital.
REPORTING OF FRAUD:
During the year under review there was no instance of any fraud which has been reported
by any auditor to the audit committee or the board.
SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES:
During the year under review, the Company does not have any Subsidiary, Joint Venture
(JV) or Associates Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
The Board of Directors consists of 5 (Five) members, of which 3 (Three) are Independent
Directors. The Board alsocomprises of one woman Independent Director.
Key Managerial Personnel (KMP):
As per the provisions of Section 203 of the Companies Act, 2013, Mr. Purushottam R.
Agarwal, Chairman and Managing Director, Mr. Kishan M. Yadav, Director and Chief Financial
Officer and Mr. Chetan Jain, Company Secretary are the Key Managerial Personnel of the
Company.
Retirement of Director by Rotation:
In accordance with the provisions of section 152 (6) of the Act and in terms of the
Articles of Association of the Company, Mr. Kishan Madanlal Yadav (DIN: 02845697),
Director will retire by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment. The Board recommends the re-appointment of Mr. Kishan
Madanlal Yadav (DIN: 02845697) as Director of the Company liable to retire by rotation.
Declaration by Independent Directors:
All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation
25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
terms and conditions of the Independent Directors are incorporated on the website of the
Company www.shreebhavyafabrics.com
Profile of Directors seeking Appointment/Re-appointment:
As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of
Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are
annexed to this notice convening Thirty Fifth Annual General Meeting. None of the
Directors of the Company is disqualified for being appointed as Director as specified in
Section 164 (2) ofthe Companies Act, 2013.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:-
During the year under review 8 (Eight) Board Meetings were convened and held as per the
details below:-
Sr No. |
Dates of Board Meetings |
01. |
16.04.2022 |
02. |
20.04.2022 |
03. |
30.05.2022 |
04. |
13.08.2022 |
05. |
14.11.2022 |
06. |
10.01.2023 |
07. |
13.02.2023 |
08. |
18.03.2023 |
The intervening gap between the two meetings was within the period prescribed under the
Companies Act, 2013. During the year, your Company has complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The
details of the meetings are furnished in the Corporate Governance Report which forming
part of this Annual Report.
COMMITTEES OF THE BOARD OF DIRECTORS:
Your Company has several Committees which have been established as part of the best
Corporate
Governance practices and are in compliance with the requirements of the relevant
provisions of applicable laws and statutes. The Company has following Committees of the
Board of Directors: Audit Committee Stakeholder's Relationship Committee Nomination and
Remuneration Committee The details with respect to the compositions, powers, terms of
reference and other information of relevant committees are given in details in the
Corporate Governance Report which forming parts of this Annual Report.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Company has a Nomination and Remuneration Committee. The Committee reviews and
recommend to the Board of Directors about remuneration for Directors and Key Managerial
Personnel and other employee up to one level below of Key Managerial Personnel. The
Company does not pay any remuneration to the Non-Executive Directors of the Company.
Sitting fee is paid as per the policy of the company for attending the Meetings of the
Board of Directors and Committees of the Board. Remuneration to Executive Directors is
governed under the relevant provisions of the Act and approvals. The Company has devised
the Nomination and Remuneration Policy for the appointment, re-appointment and
remuneration of Directors, Key Managerial. All the appointment, re-appointment and
remuneration of Directors and Key Managerial Personnel are as per the Nomination and
Remuneration Policy of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Information relating to Conservation of Energy, Technology Absorption and Foreign
Exchange Earning and Outgo, required under Section 134 (3) (m) of the Companies Act, 2013
forms part of this Annual Report as Annexure-I.
ANNUAL RETURN OF THE COMPANY:
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules,
2014, the copy of the draft Annual Return of the Company for the Financial Year ended on
31st March 2023 in Form MGT-7 will be uploaded on website of the Company and
can be accessed at www.shreebhavyafabrics.com.
CORPORATE GOVERNANCE REPORT:
The Company has taken adequate steps to adhere to all the stipulations laid down under
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A report on Corporate Governance included as a part of this Annual
Report is given in Annexure-II. A certificate from the Practicing Company Secretary
of the company confirming the compliance with the conditions of Corporate Governance as
stipulated under Reg. 27 & 34 the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Annual
Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the financial year under review as
stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate
section forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies
(Accounts) Rules, 2014, the Company has not require to formulate and implement any
Corporate Social Responsibility Initiatives as the said provisions are notapplicable to
the Company during the year under review.
INSURANCE:
Assets of your Company are adequately insured against various policies.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments, affecting the financial position of the
Company which has occurred between the end of financial year as on 31st March,
2023 and the date of Director's Report i.e. 10.08.2023.
LISTING WITH STOCK EXCHANGE:
The Company's shares are listed on the BSE Limited (BSE) at P. J. Towers, Dalal Street,
Mumbai 400001. The Company has paid the Annual Listing Fees for the year 2023-24 to BSE
Limited.
VIGIL MECHANISM:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of Whistle Blower who avails of such mechanism and also provides for direct access to the
Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism
is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been
denied access to the Audit Committee of the Board. The Whistle Blower Policy of the
Company is available on the website of the Company www.shreebhavyafabrics.com.
RISK MANAGEMENT POLICY:
The Company has a structured risk management policy. The Risk management process is
designed to safeguard the organization from various risks through adequate and timely
actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize
its impact on the business. The potential risks are inventoried and integrated with the
management process such that they receive the necessary consideration during decision
making. It is dealt with in greater details in the management discussion and analysis
section.
SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed thereunder. During the financial year
2022-23, the Company has not received any complaints on sexual harassment.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Regulation
25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
structured questionnaire was prepared after taking into consideration of the various
aspects of the Board's functioning, Composition of the Board and Committees, culture,
execution and performance of specific duties, obligation and governance. The performance
evaluation of the Independent Directors was completed. During the financial year under
review, the Independent Directors met on 13th February, 2023 inter-alia, to
discuss: Performance evaluation of Non Independent Directors and Board of Directors as a
whole; Performance evaluation of the Chairman of the Company; Evaluation of the quality of
flow of information between the Management and Board for effective performance bythe
Board. The Board of Directors expressed their satisfaction with the evaluation process.
COMPLIANCE WITH THE SECRETARIAL STANDARDS:
The company has complied with all the provisions of Secretarial Standards on Board
Meetings and General Meetingsissued by the Institute of Company Secretaries of India.
DIRECTORS' RESPONSIBILITY STATEMENT:
As stipulated in Section 134(3) (c) read with sub section 5 of the Companies Act, 2013,
Directors subscribe to the "Directors' Responsibility Statement", and confirm
that:
a) In preparation of annual accounts for the year ended 31st March, 2023,
the applicable accounting standards have been followed and that no material departure
shave been made from the same; 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 or loss of the Company for that year;
c) The Directors had 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 Directors had prepared the annual accounts for the year ended 31st
March, 2023 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and thatsuch systems were adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of Loans, Guarantees or Investments covered under the provisions of section
186 of the Companies Act, 2013 made during the year under review are disclosed in the
financial statements.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014
are as follows:
Remuneration Ratio of Directors/ KMP/ Employees:
Name |
Designation |
Remuneration Paid |
Increase in remunera tion from previous year (Rs.) |
Ratio/ Times per Median of employee remuneration |
|
|
FY 2022-23 (Rs.) |
FY 2021-22 (Rs.) |
|
|
Mr. Purushottam R. Agarwal |
Managing Director (MD) |
36,02,400 |
36,02,400 |
0 |
0 |
Mr. Jagdish S. Kanzariya |
Company Secretary (CS) |
5,01,055 |
4,89,700 |
11,355 |
0.02% |
Mr. Kishan M. Yadav |
Chief Financial Officer (CFO) |
0 |
0 |
0 |
0 |
The particulars of the employees who are covered by the provisions contained in Rule
5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are as follows: a) Employed throughout the year :Nil b) Employed for part of
the year :Nil The numbers of permanent employees as on rolls of Company are 148 as
on 31st March, 2023. The remuneration paid to all Key management Personnel was
in accordance with remuneration policy adopted by theCompany.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions that were entered during the financial year were in
the Ordinary course of business of the Company and were on arm's length basis. There were
no materially significant related party transactions entered by the Company with its
Promoters, Directors, Key Managerial Personnel or other persons which may have potential
conflict with the interest of the Company.
All Related Party transactions are placed before the Audit Committee for approval,
wherever applicable. Prior omnibus approval for normal business transactions is also
obtained from the Audit Committee for the related party transactions which are of
repetitive nature and accordingly the required disclosures are made to the Committee on
quarterly basis in terms of the approval of the Committee. The details of Related Party
Transactions are given in the notes to the financial statements. The policy on Related
Party Transactions as approved by the Board of Directors is uploaded on the website of the
Company www.shreebhavyafabrics.com
The particulars of contracts or arrangements with related parties referred to in
Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC-2. Annexure III.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has laid down the set of standards, processes and structure which enables
to implement internal financial control across the Organization and ensure that the same
are adequate and operating effectively. To maintain the objectivity and independence of
Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the
Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with the operating systems, accounting
procedures and policies of the Company. Based on the report of Internal Auditor, the
process owners undertake the corrective action in their respective areas and thereby
strengthen the Control. Significant audit observation and corrective actions thereon are
presented to the Audit Committee of the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators/ Courts which would
impact the going concern status of the Company and its future operations.
AUDITORS AND AUDITOR'S REPORT:
The current Statutory Auditors of the Company are M/s. Nahta Jain & Associates.,
Chartered Accountants, Ahmedabad (Firm Registration No. 106801W) who have been appointed
as Statutory Auditors of the Company at the 34th Annual General Meeting held on
September 27th, 2022, for a term of five (5) consecutive financial years from
the conclusion of the 34th Annual General Meeting till the conclusion of 39th
Annual General Meeting. The Auditors' Report does not contain any qualification,
reservation, or adverse remark on the financial statements for the financial year ended
March 31st, 2023. The Notes on financial statements referred to in the
Auditors' Report are self-explanatory and do not call for any further comments.
INTERNAL AUDITORS:
M/s. Kamal M. Shah & Co., Chartered Accountants, Ahmedabad has been appointed as
Internal Auditors of the Company for FY 2022-23. Internal Auditors are appointed by the
Board of Directors of the Company on a yearly basis, based on the recommendation of the
Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the
Company, to the Audit Committee on a quarterly basis. The scope of internal audit is
approved by the Audit Committee.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has
appointed M/s Mukesh H. Shah & Co, a firm of Company Secretaries in practice to
undertake the Secretarial Audit of the Company for FY 2022-23. The Secretarial Audit
Report issued by them for the financial year ended March 31st, 2023, is
attached as Annexure IV to this Report. The Secretarial Audit Report does not contain any
qualifications, reservations, or adverse remarks. During the year under review, the
Statutory Auditors and Secretarial Auditors have not reported any instances of frauds
committed in the Company by its officers or employees, to the Audit Committee under
Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this
Report.
COST AUDITORS:
Pursuant to provisions of Section 148 read with Companies (Audit & Auditors) Rules,
2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of
Directors had, on recommendation of the Audit Committee, re-appointed Kiran J. Mehta &
Co., Cost Accountants, Ahmedabad, as the Cost Auditor of the Company for the financial
year 2022-23, on the remuneration terms as approved by the members at the last Annual
General Meeting held on 27th September 2022. The Cost Audit report for the
financial year 2021-22 was filed within the due date. The due date for submission of the
Cost Audit Report for the financial year 2022-23 is within 180 days from 31st
March, 2023.
The Board has re-appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad
for the Financial Year 2023-24 as a Cost Auditor of the Company in the Board meeting held
on 29th May, 2023, after obtaining its willingness and eligibility letter for
appointment as Cost Auditor of the Company. As required under the Act and Rules made
thereunder, the remuneration payable to the Cost Auditor is required to be placed before
the Members in a general meeting for ratification. Accordingly, a resolution seeking
ratification by members for the remuneration payable to Kiran J. Mehta & Co. is
included in the Notice convening 35th Annual General Meeting of the Company.
WEBSITE OF YOUR COMPANY
Your Company maintains a website www.shreebhavyafabrics.com where detailed
information of the Company and specified details in terms of the Companies Act, 2013 and
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been
provided.
DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE 2016:
During the year under review, there were no applications made or proceedings pending
under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans from the
Bank or Financial Institutions.
GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and ESOS.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
APPRECIATION:
Your Directors express their gratitude for the dedicated services put in by all the
employees of the Company.
ACKNOWLEDGEMENT:
Your Directors place on record their sincere appreciation for the continued
co-operation and support extended to the Company by financial institutions, banks, and
customers during the year under review. The Directors also thank the Company's vendors,
investors, business associates, Stock Exchanges, Government of India, State Government and
various departments and agencies for their support and cooperation.
PLACE: AHMEDABAD |
For and behalf of the Board of |
Directors DATE : 10.08.2023 |
SHREE BHAVYA FABRICS LIMITED |
|
SD/- |
Registered Office: |
[PURUSHOTTAM R. AGARWAL] |
Survey No. 170, |
Chairman & Managing Director |
Opp. Advance Petrochem Ltd., |
DIN: 00396869 |
Pirana Road, |
|
Piplej, |
|
Ahmedabad- |
|
382405, Gujarat, |
|
INDIA |
|
CIN: L17119GJ1988PLC011120 |
|
|