Shiva Granito Export Ltd
Directors Reports
To,
The members of
SHIVA GRANITO EXPORT LIMITED Udaipur
Your Directors are pleased to present 8th Annual Report on the business and
operations of your Company and the audited financial statement for the period ended 31st
March, 2023 and Auditors report thereon.
OPERATIONAL AND FINANCIAL RESULT
The Financial Result of the Company for the period from 1st April 2022 to 31st
March 2023 are as under:
|
(Rs. in Lacs) |
Particulars |
Current Year |
Previous Year |
Revenue from operation |
484.71 |
901.03 |
Other income |
2.73 |
4.21 |
Financial Cost |
32.26 |
35.02 |
Depreciation and amortization expenses |
55.78 |
70.87 |
Profit/Loss before exceptional and extraordinary items and |
5.41 |
18.54 |
tax |
|
|
Exceptional Items |
(756.18) |
0 |
Profit/Loss before extraordinary items and tax |
(750.78) |
18.54 |
Extraordinary Items |
0 |
0 |
Profit/Loss before tax |
(750.78) |
18.54 |
Tax Expenses: |
|
|
1. Current Tax |
0.84 |
2.89 |
2. Deferred Tax |
(9.53) |
(5.15) |
Profit /Loss from the period from continuing operations |
(761.15) |
10.50 |
Profit / Loss for the Period |
(761.15) |
10.50 |
COMPANYS PERFORMANCE
During the year under review, the Companys performance from the date of
01.04.2022 to 31.03.2023 recorded as Net Sales of the Company Rs. 484.71 Lacs as against
net sales of Rs. 901.03 Lacs of previous year.
Management of the Company is committed to the growth and hopes to improve the
performance in coming years.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year, your Company has not changed its business or object and continues to
be in the same line of business as per main object of the Company.
DIVIDEND
During the year under review, Your Directors are still constrained not to recommend any
dividend for the financial year ended March 31, 2023 keeping in view the need of funds for
expansion and working capital.
TRANSFER TO RESERVE
The amount of Rs. 761.15/- to be carried as loss in the balance sheet for the financial
year ended 31st March, 2023. The board of directors of your Company does not
propose to transfer any amount to reserves during the period under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Structure of the Board of Directors and Key Managerial Personnel
The Board of Directors of the Company is formed in terms of the provisions of the
Companies Act, 2013 and consist the following:
Sr. No. |
Directors & Key Managerial Personnel |
Designation |
1. |
Shri Abhinav Upadhyay |
Managing Director |
2. |
Ms. Asha Upadhyay |
Director |
3. |
Ms. Rachna Upadhyay |
Director |
4. |
Shri Vishal Jain |
Independent Director |
5. |
Mrs. Chanchal Nuwal |
Independent Director |
6. |
Shri Abhishek Upadhyay |
Chief Financial Officer |
7. |
Mrs. Swati Maheshwari* |
Company Secretary & Compliance Officer |
8. |
Mrs. Minal Jain** |
Company Secretary & Compliance Officer |
* Mrs. Swati Maheshwari the Company Secretary & Compliance Officer of the Company
has resigned from her post w.e.f 29th April, 2023.
** Mrs. Minal Jain is appointed as a Company Secretary & Compliance Officer of the
Company w.e.f 28th August, 2023.
(b) Retirement by Rotation
In accordance with the provisions of the Act, Ms. Asha Upadhyay (DIN:-07396269),
Director of the Company retire by rotation at the ensuing Annual General Meeting and being
eligible offers herself for reappointment.
COMPOSITION OF BOARD
As on the date of this report, the Board comprises following Directors;
Name of Director |
Designation |
Date of appointment |
Total Directorship |
No. of Committee |
No. of Shares held as on March 31, 2023 |
|
|
|
|
In which Director is Member |
In which Director is Chairman |
|
Mr.Abhinav Upadhyay |
Managing Director |
18.08.2021 |
2 |
1 |
|
27,75,180 |
Mrs. Asha Upadhyay |
Director |
15.01.2016 |
|
2 |
|
30,39,470 |
Ms. Rachna Upadhyay |
Director |
29.09.2017 |
1 |
|
|
28,08,061 |
Mr. Vishal Jain |
Independent Director |
30.12.2020 |
1 |
2 |
2 |
0 |
Ms. Chanchal Nuwal |
Independent Director |
30.12.2020 |
1 |
2 |
1 |
0 |
In pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company is exempted from requirement of having
composition of Board as per Listing Regulations. However the composition of Board complies
with the requirements of the Companies Act, 2013.
BOARD MEETING
During the year under review, the Board of Directors of the Company met 7 (Seven) times
on May 30, 2022, August 16, 2022, September 01, 2022, November 14, 2022, January 03, 2023,
January 25, 2023 and February 10, 2023, to discuss and approve various matters. The
intervening gap between the two meetings was within the period as prescribed under the
Companies Act, 2013.
The details of attendance of each Director at the Board Meeting below;
Name of Director |
Mr. Abhinav Upadhyay |
Ms. Asha Upadhyay |
Ms. Rachna Upadhyaya |
Ms. Chanchal Nuwal |
Mr. Vishal Jain |
No. of Board Meeting held |
7 |
7 |
7 |
7 |
7 |
No. of Board Meeting attended |
7 |
7 |
7 |
7 |
7 |
COMMITTEE OF BOARD
Board of Directors, in line with the requirements of the Act, has formed various
committees, details of which are given hereunder.
A. AUDIT COMMITTEE
The Company has formed audit committee in line with the provision Section 177 of the
Companies Act, 2013. Audit Committee is generally held for the purpose of recommending the
half yearly and yearly financial results. Additional meeting is held for the purpose of
reviewing the specific item included in terms of reference of Committee. During the year
under review, Audit Committee met 4 (Four) times on May 30, 2021, August 16 2022, November
14, 2022 and January 25, 2023.
The Composition of the Committee and the details of meeting attended by its members are
given below
Name |
Designation |
Number of meeting during the
financial year 2022-2023 |
|
|
Held |
Attended |
Ms. Chanchal Nuwal |
Chairman |
4 |
4 |
Mr. Abhinav Upadhyay |
Member |
4 |
4 |
Mr. Vishal Jain |
Member |
4 |
4 |
B STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has constituted Stakeholders Relationship Committee mainly to focus
on the redressal of shareholders / Investors Grievances, if any, like Transfer
/ Transmission / Demat of Shares; Loss of Shares Certificates; Non receipt of Annual
Report; etc.
The Composition of the Committee and the details of meeting attended by its members are
given below:
Name |
Designation |
Number of meeting during the
financial year 2022-2023 (*) |
|
|
Held |
Attended |
Mr. Vishal Jain |
Chairman |
- |
- |
Ms. Asha Upadhyay |
Member |
- |
- |
Ms. Chanchal Nuwal |
Member |
- |
- |
(*) During the year, the Company had not received any complaints from the Shareholders,
so no meeting was held by the Stakeholders Relationship Committee.
C NOMINATION & REMUNERATION COMMITTEE
The Company has formed Nomination and Remuneration Committee in line with the
provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration
Committee meeting are generally held for identifying the persons who are qualified to
become Directors and may be appointed in senior management and recommending their
appointments and removals.
During the year under review, Nomination and Remuneration Committee met 1 (One) time on
February 10, 2023.
Name |
Designation |
Number of meeting during the
financial year 2022-2023 |
|
|
Held |
Attended |
Mr. Vishal Jain |
Chairman |
1 |
1 |
Ms. Asha Upadhyay |
Member |
1 |
1 |
Ms. Chanchal Nuwal |
Member |
1 |
1 |
STATUTORY AUDITORS
M/s. Nenawati and Associates, Chartered Accountants, Udaipur having Firm Registration
No. 002148C hold(s) office as the Statutory Auditors of the Company until the conclusion
of the ensuing Annual General Meeting and on the recommendation of the Audit Committee it
is proposed to reappointment M/s. Nenawati and Associates, Chartered Accountants, at the 8th
Annual General Meeting for a period of 1 year from the conclusion of this 8th
Annual General Meeting till the conclusion of 9thAnnual General Meeting in
terms of Section 139, 141, 142 and other applicable provisions, if any, of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.
AUDITORS REPORT
The observations made in the Auditors report read together with the relevant
notes thereon are selfexplanatory and hence, do not call for any further comments under
section 134 of the Companies Act,2013.
SECRETARIAL AUDITOR
The Board of Directors has appointed M/s. P Taleshra & Associates, Company
Secretaries in Whole Time Practice to conduct Secretarial Audit under the provisions of
Section 204 of the Companies Act, 2013. Secretarial Audit Report as provided by M/s. P
Taleshra & Associates, Company Secretaries in Whole Time Practice, is annexed to this
Report as Annexure C.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from each Independent Directors of the
Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors
meet with the criteria of their Independence as laid down in Section 149(6).
LOAN, GUARANTEES OR INVESTMENT
The Company has neither given any Loan under Section 186 of the Companies Act, 2013,
nor has given any Guarantee and also not made any Investments falling within the perview
of Section 186 of the Companies Act, 2013 during the Financial Year.
DEPOSITS
The Company has not accepted or renewed any fixed deposits during the year under
review.
RELATED PARTY TRANSACTIONS
All the transactions with related parties have been entered on arms length basis
and in the ordinary course of the business. The Company has complied with all the
applicable provisions of the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in this regards. There is no materially significant
related party transactions with Promoters, Directors, Key Managerial Personnel or other
persons which may have a potential conflict with the interest of the Company at large.
There were no related party transaction during the year under review except in the
ordinary course of business and at the Arms length basis. Form AOC-2 as prescribed
under section 134(3) (h) of the Companies Act, 2013 is enclosed as Annexure A.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A Statement giving details of conservation of energy, technology absorption, foreign
exchange earnings and outgo in accordance with the Rule 8(3) of the Companies (Accounts)
Rules, 2014 is enclosed as Annexure - B.
DRAFT OF ANNUAL RETURN- 2022-23
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014 a copy of Annual Return is uploaded
on the website of the Company at www. shivaexport.in
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have occurred between the end of financial year of
the company and the date of this report affecting the financial position of the Company as
at March 31, 2023.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR
No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their
status as at the end of the financial year is not applicable.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In pursuance of section 177 (9) of the Companies Act,2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a
Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine
Concern.
RISK MANAGEMENT
The Company has devised proper system to identify the risks involved in the business of
the company. There is system to mitigate the risk involved in the business of the company
using the
internal controls of the company and necessary steps to reduce the risk factors
involved in the business of the company were taken from time to time.
DETAILS OF SUBSIDIARY, ASSOCIATE COMPANY
The Company does not have any subsidiary, joint venture & associate company.
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.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub-section
(3) of Section 134 of the Companies Act 2013, the Board of Directors of the Company hereby
state and confirms that:
(a) In the preparation of the Annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit
and loss of the company for that period;
(c) 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) They have prepared the Annual Accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DISCLOSURES UNDER SEXUAL HARASMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION &
REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual harassment Policy, in line with the
requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013.The Company has set up an Internal Complaints Committee to redress
complaints received regarding sexual harassment. No Complaints were received during the
year under review.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
FINANCIAL STATEMENTS
The Company is having adequate Internal Financial Control with reference to the
Financial Statements.
ACKNOWLEDGEMENT
Directors wish to express their grateful appreciation for assistance and co-operation
received from various Departments during the year under review. Your Directors also wish
to place on record their appreciation for the committed services of all the associates,
vendors of the Company.
|
Sd/- |
Sd/- |
|
Rachna Upadhyaya |
Abhinav Upadhyay |
|
Director |
Managing Director |
Place: Udaipur Date: 06.09.2023 |
(DIN: 07617468) |
(DIN: 01858391) |