Dear Members,
The Board of Directors is pleased to present the 28th Annual Report on the
business and operations of the company along with Company's Audited Financial Statements
for the financial year ended March 31, 2023.
1.FINANCIAL HIGHLIGHTS
The Financial Summary:
- (Rs. In Lacs)
| Particulars |
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
|
Standalone |
Consolidated |
| Sales & Other Income |
93,026.57 |
1,13,469.09 |
97,093.62 |
1,18,467.65 |
| Profit before Finance Cost, Depreciation & Tax |
6,470.97 |
9,958.68 |
6,981.33 |
11,659.28 |
| Finance Cost |
1,744.71 |
1,357.27 |
1,916.39 |
1,567.62 |
| Depreciation & Amortization Expenses |
1,716.09 |
1,734.29 |
1,840.21 |
1,857.46 |
| Profit/(Loss) before Tax |
3,010.17 |
6,867.12 |
3,224.73 |
8,234.20 |
| Less:-Current Tax |
674.10 |
1,919.08 |
847.72 |
2,224.53 |
| Less:-Deferred Tax |
(62.48) |
(611.36) |
(36.17) |
(471.93) |
| Profit/(Loss) after Tax |
2,398.55 |
5,559.40 |
2,413.18 |
6,481.60 |
2.FINANCIAL PERFORMANCE
•Consolidated Financial Performance
During the year, your Company has registered sales and other income ^ 97,093.62 Lacs as
compared to ^ 1,18,467.65 Lacs of previous year. Company was able to register a domestic
sale of ^ 71,080.32 Lacs and export sale of ^ 23,254.06 Lacs in the current year. Your
Company has profit for the year of ^ 2855.42 Lacs in comparison to ^ 6659.83 Lacs in
previous year.
•Standalone Financial Performance
During the year under review, the company has achieved Standalone total revenue from
operation of ^ 93,026.57 Lacs as compared to ^ 1,13,469.09 Lacs of previous year. Your
Company has profit for the year of ^ 2411.22 Lacs in comparison to ^ 5531.18 Lacs in
previous year.
3.SHARE CAPITAL
As at 31st March, 2023, the Authorized share capital of the Company is ^
40,00,00,000. There is no change in the authorized share capital of the company.
As at 31st March, 2023, the paid up Equity Share Capital of the Company was
^ 18,38,01,560/- consisting of 1,83,80,156 equity shares of ^ 10/- each. The Company has
not allotted any shares during the year.
4.DIVIDEND
Based on the Company's performance, the Board of directors has recommended a dividend
of 20% i.e. ^ 2/- per equity share of ^ 10/- each for the financial year ended March 31,
2023 which if approved at the forthcoming Annual General Meeting (“AGM”), will
be paid to all those equity shareholders of the Company whose names appear in the Register
of Members and whose names appear as beneficial owners as per the beneficiary list
furnished for the purpose by National Securities Depository Limited and Central Depository
Services (India) Limited. The total dividend pay-out will amount to approx. ^ 3.68 Crore.
The dividend recommended is in line with the dividend distribution policy of the
Company and the policy is available on the website of the Company at https://www.shaktipumps.com.
5. TRANSFER OF RESERVE
The Company has not transferred any amount to the General Reserves for the year March
31, 2023 and all profits have been transfer to surplus fund of the Company.
6. KEY FINANCIAL RATIOS |
Particulars |
2022-23 |
2021-22 |
2020-21 |
Return on Net Worth (%) |
5.77% |
16.49% |
22.19% |
Return on Capital Employed (%) |
9.84% |
19.86% |
29.27% |
Basic EPS (after exceptional items) (') |
13.13 |
35.26 |
41.12 |
Debtors turnover |
3.01 |
3.63 |
4.67 |
Inventory turnover |
3.80 |
5.52 |
5.12 |
Interest coverage ratio* |
3.06 |
6.25 |
7.86 |
Current ratio |
1.94 |
1.59 |
1.71 |
Debt equity ratio |
0.18 |
0.27 |
0.29 |
Operating profit margin (%) |
7.03% |
9.91% |
16.01% |
Net profit margin (%) |
2.49% |
5.47% |
8.10% |
Interest coverage ratio has dropped because of accounting impact of I nd AS 116.
There were significant changes (i.e. change of 25% or more as compared to the
immediately previous financial year) in all the key financial ratios except Debtors
turnover, Current ratio.
DETAILED EXPLANATION OF RATIOS
(i) Return on Net Worth
Return on Net worth (RONW) is a measure of profitability of a Company expressed in
percentage. It is calculated by dividing total comprehensive income for the year by
average capital employed during the year.
(ii) Return on Capital Employed
Return on Capital Employed (ROCE) is a financial ratio that measures a Company's
profitability and the efficiency with which its capital is used. In other words, the ratio
measures how well a Company is generating profits from its capital. It is calculated by
dividing profit before exceptional items and tax by average capital employed during the
year.
(iii) Basic EPS
Earnings Per Share (EPS) is the portion of a Company's profit allocated to each share.
It serves as an indicator of a Company's profitability. It is calculated by dividing
Profit for the year by Weighted average number of shares outstanding during the year.
(iv) Debtors Turnover
The above ratio is used to quantify a Company's effectiveness in collecting its
receivables or money owed by customers. The ratio shows how well a Company uses and
manages the credit it extends to customers and how quickly that short-term debt is
collected or is paid. It is calculated by dividing turnover by average trade receivables.
(v) Inventory Turnover
Inventory Turnover is the number of times a Company sells and replaces its inventory
during a period. It is calculated by dividing turnover by average inventory.
(vi) Interest Coverage Ratio
The Interest Coverage Ratio measures how many times a Company can cover its current
interest payment with its available earnings. It is calculated by dividing PBIT by finance
cost.
(vii) Current Ratio
The Current Ratio is a liquidity ratio that measures a Company's ability to pay
short-term obligations or those due within one year. It is calculated by dividing the
current assets by current liabilities.
(viii) Debt Equity Ratio
The ratio is used to evaluate a Company's financial leverage. It is a measure of the
degree to which a Company is financing its operations through debt versus wholly owned
funds. It is calculated by dividing a Company's total liabilities by its shareholder's
equity.
(ix) Operating Profit Margin (%)
Operating Profit Margin is profitability or performance ratio used to calculate the
percentage of profit a Company produces from its operations. It is calculated by dividing
the EBIT by turnover.
(x) Net Profit Margin (%)
The net profit margin is equal to how much net income or profit is generated as a
percentage of revenue. It is calculated by dividing the profit for the year by turnover.
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31, 2023, our Company has 6 Subsidiaries (out of which 5 are wholly owned
subsidiaries).
Following are the Subsidiaries of the company: -
1. Shakti Pumps USA, LLC
2. Shakti Pumps FZE, UAE
3. Shakti Pumps (Shanghai) Limited-China
4. Shakti Pumps (Bangladesh) Limited
5. Shakti Energy Solutions Private Limited
6. Shakti EV Mobility Private Limited (formerly known as Shakti Green Industries
Private Limited)
There has been no material change in the nature of the Business of the Company and its
Subsidiaries.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (Act), a
statement containing salient features of financial statements of Subsidiaries Companies in
Form AOC-1 is attached as Annexure - I and forms part of Director Report.
The Consolidated Financial Statement of the Companies is prepared as per the Accounting
IND-AS. Consolidated Financial Statement of the Company with its Subsidiaries have also
been included as part of this Annual Report.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis as required in terms of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) is annexed to this Report.
9. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance
which has been fundamental to the business of our Company since its inception.
A separate report on Corporate Governance is provided together with a Certificate from
the Secretarial Auditor of the Company regarding compliance of conditions of Corporate
Governance. A Certificate of the MD and CFO of the Company, inter alia, confirming the
correctness of the financial statements and cash flow statements, adequacy of the internal
control measures and reporting of matters to the Audit Committee is also annexed.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONS OF THE COMPANY
There have been no material changes and commitments which affect the financial position
of the Company that have occurred between the end of the financial year to which the
financial statements relate and the date of this report.
11. DEPOSITS
The Company has not accepted any deposit within the meaning of Sections 73 and 74 of
the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules,
2014 during the financial year 20222023.
12. LISTING INFORMATION
The Company's Shares are listed as follows:-
Name of Stock Exchanges |
Stock Code/Symbol |
1. BSE Limited (BSE) |
531431 |
PJ. Towers, Dalal Street, Mumbai-400001 |
|
2. National Stock Exchange of India Limited (NSE) |
SHAKTIPUMP |
“Exchange Plaza”, Bandra Kurla Complex, Bandra (E), Mumbai -
400 051 |
|
The Company has made all the compliances of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 including payment of
annual listing fees to the stock exchanges for the year 2023-2024.
13. CORPORATE SOCIAL RESPONSIBILTY
Pursuant to the provisions of the Companies Act, 2013, the Company has framed its
Corporate Social Responsibility (CSR) policy for the development of programs and projects
for the benefit of weaker sections of the Society and the same has been approved by CSR
Committee and the Board of Directors of the Company.
CSR policy has been uploaded on the Company's website at www.shaktipumps.com.
Pursuant to requirements under section 135 and rules made there under a Report on CSR
activities and initiatives taken during the year in prescribed format is given in Annexure
II which is annexed hereto and forms part of Director Report.
14. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Board of Directors confirms that: -
a) In the preparation of the Annual Accounts, the applicable Accounting Standards have
been followed and there are no material departures from the same;
b) The Directors 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 and of the profits of the Company for that period;
c) The Directors have taken proper and sufficient care 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) The Directors have prepared the Annual Accounts on a ‘going concern' basis;
e) The Directors have laid down internal financial controls for the Company and such
internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
15. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and the rules there under as amended from time to time, forms part of this report Annexure
III.
There are no instances of employees who was in receipt of remuneration in excess of the
limit prescribed in provisions of Section 197 (12) of the Companies Act, 2013 read with
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and the rules made there under.
16. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of
the Company in Form MGT-7 for FY 2022-23, is available on the Company's website at www.shaktipumps.com.
17. DISCLOSURE 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
18. RISK MANAGEMENT COMMITTEE
The Company has a consistent, structured and defined continuous process for
identifying, assessing, deciding on responses to and reporting on critical ‘risks
that matter'. The Risk Management framework of the Company essentially comprises of two
elements i.e. the process to identify, prioritise and manage risks adopting the
value-based driver tree approach and risk
wvci view : Jiaiuiui y ncpui i : i 11 \a\ iuiai JiaLcmcnu
mitigation action plan. The Risk Management framework applies to all business units,
functions, geographies and departments within the Company. It compliments and does not
replace other existing programs, such as those relating to emission, quality and
compliance matters. Composition, frequency and quorum of meetings of the Risk Management
Committee constituted by the Board is in compliance with Regulation 21 of the Listing
Regulations. Roles, responsibilities and functions of the Committee have been defined by
the Board. Terms of reference of the Committee, details of meetings held and attendance
thereat are mentioned in the Corporate Governance Report, which forms part of this Report.
19. INTERNAL FINANCIAL CONTROL
The Company has a robust Internal Financial Control framework which is according to
Section 134(5)(e) of the Companies Act, 2013. The Company's internal control systems are
commensurate with the nature of its business, the size and complexity of its operations
and such IFCs with reference to the Financial Statements are adequate. The Company has
implemented robust processes to ensure that all IFCs are effectively working.
20. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
The Details of loans, guarantees or investments covered under the provision of Section
186 of the Companies Act, 2013 are given in the Note No. 5 to the Financial Statement.
21. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions which were entered during the Financial Year were in the
ordinary course of business and on an arm's length basis. There were no materially
significant related party transactions entered by the Company with the Promoters,
Directors, Key Managerial Personnel or other persons which may have a potential conflict
with the interests of the Company.
A statement of all related party transactions is presented before the Audit Committee
on quarterly basis, specifying the nature and value of transactions. Since all the related
party transactions entered during the financial year were on an arm's length basis and in
the ordinary course of business, no details are required to be provided in Form AOC-2 as
prescribed under Section 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014.
In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation
2015, the Board has approved a Policy on Related Party Transactions which is also
available on Company's website at www.shaktipumps.com.
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors:
As on March 31, 2023, the Company has six Directors comprising of three Executive
Directors and three NonExecutive Directors out of which all are the Independent Directors.
There is one independent women director. Detailed composition about the Board is disclosed
in Corporate Governance Report. All Directors have submitted relevant declarations /
disclosures as required under Act and Listing Regulations.
Re-appointment of Director:
Mr. Sunil Patidar (DIN: 02561763) Whole-Time Director
of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to
the provisions of Section 152 of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors), Rules 2014 and the Articles of Association
of your Company and being eligible, has offered himself for re-appointment as the
Director.
Appointment of Director:
The Board of Directors has at their meeting held on 11th August, 2023, based on
recommendation of Nomination and Remuneration Committee has approved the following:
1. Re-designation & Re-appointment of Mr. Dinesh Patidar (DIN: 00549552) from
Managing Director to Chairman cum Whole Time Director of the Company for the period of 3
Years (subject to the approval of shareholders).
2. Re-designation & Re-appointment of Mr. Ramesh Patidar (DIN: 00931437) from Whole
Time Director to Managing Director of the Company for the period of 3 Years (subject to
the approval of shareholders).
Key Managerial Personnel:
In terms of Section 2(51) and Section 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key
Managerial Personnel of the Company are:
a) Mr. Ramesh Patidar:- Managing Director (DIN: 00931437) w.e.f. August 11, 2023
b) Mr. Dinesh Patidar:-Whole time Director (DIN: 00549552) w.e.f. August 11, 2023
c) Mr. Sunil Patidar: - Whole time Director (DIN: 02561763)
d) Mr. Dinesh Patel:- Chief Financial Officer
e) Mr. Ravi Patidar:- Company Secretary & Compliance Officer
23. NUMBER OF MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. For details of the
meetings held and the attendance of the Directors please refer to the Corporate Governance
Report which forms part of this annual report.
24. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy is designed to attract, motivate and retain manpower in a
competitive and international market. The policy reflects the Company's objectives for
good corporate governance as well as sustained long-term value creation for shareholders.
The Remuneration Policy applies to the Company's senior management including its Key
Managerial Person and Board of Directors. The Nomination and Remuneration Policy for the
members of Board and Executive Management is available on the Company's website:- www.shaktipumps.com.
25. ANNUAL EVALUATION OF BOARD'S PERFORMANCE
The annual evaluation process of the Board of Directors, individual Directors and
Committees was conducted in accordance with the provisions of the Act and the Listing
Regulations. In accordance with the provisions of Schedule IV of the Companies Act 2013, a
Separate Meeting of the Independent Directors was held on January 20, 2023, without the
attendance of Non-Independent Directors and Members of the Management. The Committee has
reviewed the performance and effectiveness of the Board in this meeting as a whole for the
Financial Year 2022-2023.
26. DISCLOSURE UNDERTHE SEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place a Policy on prevention of Sexual Harassment in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013 and has constituted the Internal Complaints Committee to
redress complaints received regarding sexual harassment. During the year, no complaint was
received by the Company.
27. AUDITORS
• Statutory Auditors and their reports
In accordance with the provisions of Section 139 of the Companies Act, 2013 and the
Rules made there under, M/s PGS & Associates. Chartered Accountants, Mumbai (Firm
Registration No.:
122384W) was appointed as the Statutory Auditors of the Company at the 26th Annual
General Meeting held on 29th September, 2021 for the term of three years beginning from
financial year 2021-22 up the financial year 2023-24.
M/s PGS & Associates have audited the Standalone and Consolidated financial
statement of the company for the financial year ended March 31, 2023. The Statutory
Auditor's report provided by the M/s PGS & Associates does not contain any
qualifications, reservations, adverse remarks or disclaimers which would be required to be
dealt with in the Board's Report.
• Secretarial Auditor and their reports
In line with the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation
24A of the Listing Regulations and other applicable provisions, if any, the Board has
appointed Mr. Manish Maheshwari (FCS 5174) Practicing Company Secretary to carry out the
Secretarial Audit of the Company for the financial year 202223.
The Secretarial Audit Report is annexed herewith Annexure IV to this Report.
This report is unqualified and self-explanatory and does not call for any further
comments/explanations. The Secretarial Audit Report of material unlisted subsidiary
company
i.e. Shakti Energy Solutions Private Limited of the company is also annexed along with Annexure
IV.
• Cost Auditor and their reports
As per the requirement of Central Government and pursuant to the provisions of Section
148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, the Company is required to appoint Cost Auditor for the
audit of Cost Records of the Company.
The Board of Directors on the recommendation of Audit Committee, approved the
appointment and remuneration payable to M/s. M.P. Turakhia & Associates, Cost
Accountant as the Cost Auditors of the Company to audit the cost records for the financial
year 2023-24. As per the statutory requirement, the requisite resolution for seeking
members' approval for the remuneration payable to the Cost Auditor forms part of the
Notice of the ensuing Annual General Meeting.
28. 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 required under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
set out herewith as Annexure V to this Report.
29. COMPLIANCE WITH SECRETARIAL STANDARD
The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and approved
by the Central Government as required under Section 118(10) of the Companies Act, 2013.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY COURTS/ REGULATORS/ TRIBUNALS
The details of significant order passed by the Securities Exchange Board of India is
mentioned in the Corporate Governance Report.
31. VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and
Regulation 22 of the SEBI Listing Regulations, 2015, a Vigil Mechanism/Whistle Blower
Policy for dealing with unethical behavior actual or suspected fraud or violation of the
Companies Code of Conducts or ethics policy. The same is uploaded on the website of the
Company i.e. https://www.shaktipumps. com/policies programmes/vigil mechanism
policy.php
32. APPRECIATION AND ACKNOWLEDGMENTS
The Directors wish to convey their gratitude and appreciation to all the employees of
the Company for their tremendous personal efforts as well as collective dedication, their
hard work and contribution to the Company's performance.
The Directors would also like to thank the members, customers, dealers, suppliers,
bankers, Government and all other business associates, consultants and all the
stakeholders for their continued support extended to the Company and the Management.
For and on |
behalf of the Board of Directors |
: SH |
1AKTI PUMPS (INDIA) LIMITED |
|
Dinesh Patidar |
Place:- Pithampur |
Chairman |
r Dated:- August 11, 2023 |
DIN:-00549552 |
|