Your Directors’ have pleasure in presenting the 51st Annual Report on the business, operations and financial performance of the Company along with the Consolidated Audited Balance Sheet and Statement of Profit & Loss for the year ended 31st March, 2023.
FINANCIAL INFORMATION
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(H in Crores)
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Consolidated
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Standalone
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2022-23
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2021-22
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2022-23
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2021-22
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Revenue from operations
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2,873.32
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2,865.58
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2,019.82
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2,008.21
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Profit before Financial Charges, Depreciation & Tax
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383.77
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394.11
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300.80
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304.06
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Less: Financial Charges
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21.07
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16.97
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6.37
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7.11
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Cash Profit
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362.70
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377.14
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294.43
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296.95
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Less: Depreciation
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89.62
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80.78
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33.76
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32.39
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Profit before Tax
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273.08
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296.36
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260.67
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264.56
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Add/(Less): Income Tax Earlier year’s tax
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(77.98)
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(83.09)
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(67.45)
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(70.32)
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Add/(Less): Deferred Tax
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7.96
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5.46
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1.64
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3.07
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Profit after Tax
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203.06
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218.73
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194.86
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197.31
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Other Comprehensive Income
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12.51
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(1.85)
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(3.84)
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(1.16)
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Total Comprehensive Income for the year
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215.57
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216.88
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191.02
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196.15
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During the current year, Net Revenue of the Company, on standalone basis, increased from H 2008 Crores to H 2020 Crores. The Profit after tax for the current year decreased marginally by 1.02% to H 195 Crores as against the profit after tax of H 197 Crores of last year.
On consolidated basis the overall Revenue increased from H 2866 Crores to H 2873 Crores. The consolidated profit after tax decreased from H 219 Crores to H 203 Crores.
DIVIDEND
Board of Directors do not recommend any dividend for the year 2022-23. The entire profit is being ploughed back in the business.
SUBSIDIARIES
As on 31st March, 2023 the Company has six subsidiaries and five steps down subsidiaries. As required under the provisions of Section 129 of the Companies Act, 2013, read with Companies (Accounts) Rule, 2013, a statement containing salient features of the financial statements of subsidiaries is provided in the prescribed format AOC-1 as Annexure-A of the Board Report.
Overseas Subsidiaries:-
The Company has one 100% subsidiary, Joyce Foam Pty. Ltd (Joyce Foam) in Australia. Joyce Foam is the largest producer of Foam in Australia and supplies its high-quality Foam to Global Mattresses and Furnishing Companies. Joyce Foam recorded a turnover of H 438 Crore in FY 2022-23, as compared with H 430 Crore in FY 2021-22, and has posted post tax profit of H 5 Crore in FY 2022-23, as against H 15 Crore in FY 2021-22.
Joyce Foam Pty Ltd has one wholly own subsidiary Joyce W C NSW Pty Ltd.
In addition, the Company has one more wholly owned overseas subsidiary, International Foam Technologies Spain, S.L.U. and a step-down subsidiary, Interplasp S.L.U. in Spain. International Foam Technologies Spain, S.L.U. recorded a turnover of H 395 Crore in FY 2022-23, as compared with H 430 Crore in FY 2021-22, and has posted post tax profit of H 24 Crore in FY 202223, as against H 18 Crore in FY 2021-22.
Indian Subsidiaries:-
Staqo World Private Limited (Staqo) is a wholly owned subsidiary. This company is into the business of Information Technology with initial footprints in this space in domestic and overseas market. During this year, the company has achieved a turnover of H 23 crores with profit after tax of H 2 Crores as against a turnover of H 18 Crores with a profit after tax of H 2 Crores in FY 2021-22.
International Comfort Technologies Pvt Ltd is a wholly owned subsidiary. This company is into the business of Manufacturing of Foam, Mattress & home comfort products. During this year, the company has achieved a turnover of H 85 Crores with loss after tax of H 20 Crores as against a turnover of H 8 Crores with a loss after tax of H 7 Crores in FY 2021-22.
Your Company has two other wholly owned subsidiaries as under which has no significant business:
1) Divya Software Solutions Private Limited
2) Sleepwell Enterprises Private Limited
MATERIAL SUBSIDIARIES
In accordance with Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (Listing Regulations), Joyce Foam Pty. Ltd (Joyce Foam) Australia and International Foam Technologies Spain, S.L.U. are material non-listed subsidiaries. The Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company at http://www.sheelafoam.com.
AMALGAMATION OF WHOLLY OWNED SUBSIDIARIES WITH THE COMPANY
A joint application of amalgamation of International Comfort Technologies Private Limited, wholly owned subsidiary with Sheela Foam Limited was filed with the National Company Law Tribunal (NCLT) Delhi during the year under review. The application is accepted by the NCLT and is under process of amalgamation.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 136 of the Companies Act, 2013 and the applicable Accounting Standard on the Consolidated Financial Statements, your Directors have attached the consolidated financial statements of the Company which form a part of the Annual Report.
The financial statements including consolidated financial statements and the audited accounts of each of the subsidiary are available on the Company’s website www.sheelafoam.com
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed.
b) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 the year under review.
c) The directors have 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.
d) The directors have prepared the annual accounts on a going concern basis.
e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE
In accordance with SEBI Regulations, a separate report on Corporate Governance is given in Annexure-B along with the Practicing Company Secretaries (PCS) Certificate on its compliance. The Practicing Company Secretaries (PCS) Certificate does not contain any qualification, reservation and adverse remark.
RELATED PARTIES TRANSACTIONS
The particulars of Contracts or arrangements with related parties, in the prescribed form, are attached as Annexure-C
RISK MANAGEMENT
The Company has formulated a Risk Management Policy duly reviewed by the Board of Directors. The policy includes risk identification, analysis and prioritization of risk and development of risk mitigation plans. The Company has constituted a Risk Management and ESG Committee to look into the risk involved with the Company and its mitigation.
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 weakness in the design or operations were observed. The report on the Internal Financial Control issued by M/s. MSKA & Associates, Chartered Accountants, Statutory Auditors of the Company in view of the provisions under the Companies Act, 2013 is given in their audit report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As per the provisions of the Companies Act, 2013, Mr. Rakesh Chahar will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, seeks reappointment. The Board has recommended his reappointment.
Mr. Vijay Kumar Chopra had retired from the office of Independent Director on 06th June, 2022 and Mr Nikhil Datye had resigned from the post of group CFO w.e.f 05th December, 2022.
AUDITORS
M/s MSKA & Associates, Chartered Accountants, appointed as the Statutory Auditor of the Company for the five consecutive financial years from 2021-22 to 2025-26 and they will hold office until the conclusion of the 54th Annual General Meeting of the Company to be held in the year 2026.
AUDITORS' REPORT
There is no adverse observation of Auditors’ on financial statements of the company. The Auditors’ Report, read with the relevant notes to accounts are self-explanatory and therefore does not require further explanation.
CONSOLIDATED FEES PAID TO STATUTORY AUDITORS
Detail of total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/ network entity of which the statutory auditor is a part, as mentioned in Note 43 of Consolidated Financial Statement published through annual reports for the Financial Year 2022-23, are as below:-
Consolidated
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(in H lakhs)
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Year ended
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Year ended
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Particulars
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31 March,
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31 March,
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2023
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2022
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Audit Fees
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38.00
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41.00
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Certification Work
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2.75
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2.00
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Reimbursement of expenses
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1.95
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1.00
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Total
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42.70
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44.00
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COST AUDITOR
As per section 148 read with Companies (Audit and Auditors) Rule, 2014 M/s Mahesh Singh & Co, Cost Accountants is appointed, to conduct the cost records of the Company, for the Financial Year 2022-23, by the Board of Directors.
Cost Auditor will provide its report to the Board of directors. INTERNAL AUDITOR
During the year M/s PKF Sridhar Santhanam LLP, Chartered Accountants appointed as in place of M/s S. S. Kothari Mehta & Co. as the Internal Auditor and they will report to Board of Directors. The internal audit will help company to review the operational efficiency and assessing the internal controls. It also reviews the safeguarding of assets of the Company.
SECRETARIAL AUDITOR
The company had engaged M/s AVA Associates, Company Secretaries as Secretarial Auditor to conduct Secretarial audit for the year 2022-23. The report on secretarial audit is annexed as Annexure-D to the Directors’ Report. The report does not contain any qualification, reservation or adverse remark.
CORPORATE SOCIAL RESPONSIBILITY(CSR)
In terms of Companies Act, 2013, your company has to undertake Corporate Social Responsibility programme. The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rule, 2014 is attached as Annexure-E
AUDIT COMMITTEE
The composition of Audit Committee is provided in the Corporate Governance Report that forms part of this Directors’ Report.
VIGIL MECHANISM
The Company has established a vigil mechanism through a Whistle Blower Policy. The Company can oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who may express their concerns pursuant to this policy. The policy is uploaded on the website of the Company at http://www.sheelafoam.com.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND 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 and Redressal) Act 2013. The Internal system has been set up to redress complaints received regarding sexual harassment.
MEETINGS OF THE BOARD
During the year, 7 meetings of the Board of Directors were held.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the Financial Statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
A. Following measures were taken by company for energy conservation in the year 22-23:
The disclosure related with energy is mentioned in the Business Responsibility & Sustainability Report (BRSR) forming part of Directors’ Report.
B. The expenses incurred on Research and Development have been included in BRSR Report annexed forming part of Directors’ Report.
C. The Company has introduced new process by establishing Variable Pressure Foaming Machine apart from other measure to reduce the consumption of energy and upgraded technology.
D. The earnings from exports were H 14.03 Crore (Previous Year H 54.99 crores) and payments in foreign exchange were H 164.05 Crore (Previous Year H 183.81 crores).
LISTING AGREEMENTS
Your Company has entered into agreements with Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE), in compliance with Regulation 109 of the SEBI LODR Regulations 2015.
PARTICULARS OF EMPLOYEES
The information as required under Section 197 of the Companies Act 2013 read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure-F and Annexure-G to the Board’s Report.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of provisions of Regulation 34 of the Listing Regulations, the Management’s discussion and analysis is set out in this Annual Report.
PUBLIC DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company’s operations in future.
BOARD EVALUATION MECHANISM
Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, those of directors individually and of various committees.
The performance of individual directors was evaluated on parameters, such as, number of meetings attended, contribution in the growth and formulating the strategy of the Company,
independence of judgement, safeguarding the interest of the Company and minority shareholders, time devoted apart from attending the meetings of the Company, active participation in long term strategic planning, ability to contribute by introducing best practices to address business challenges ESG and risk etc. The directors expressed their satisfaction with the evaluation process.
BONUS SHARE
The company issued bonus shares in the ratio of 1:1 during the year under review.
DIVIDEND DISTRIBUTION POLICY
The company has adopted Dividend Distribution Policy and there is no change in policy during the year. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the policy is hosted at our web site at www.sheelafoam.com and is also attached as Annexure-H.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT(BRSR)
Business Responsibility Report/Sustainability Report is annexed as Annexure-I.
ACKNOWLEDGEMENT
Your Directors wish to express and place on record their thanks to the Company’s Distributors, Dealers and Business Associates for their excellent effort and the customers for their continued patronage of the Company’s products. Your Directors also wish to place on record their appreciation for the devoted services of the Executive, Staff, and workers of the Company at all levels enabling the Company to achieve the excellent performance during the year.
Your Directors’ also appreciate the valuable co-operation and continued support received from Company’s bankers and all the government agencies and departments.
The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have reposed in the Management.
By Order and on behalf of the Board of Sheela Foam Limited
Place: Noida (Rahul Gautam)
Date : May 17, 2023 Chairman and Managing Director
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