The Directors are pleased to place before you the Twenty Sixth Annual Report and the Audited Accounts of the company for the year ended March 31, 2018.

PERFORMANCE OF THE COMPANY

Your company’s financial results are summarized hereunder:

(Amount in Rs. Lacs)

REVIEW OF OPERATIONS

The delayed monsoon and lower than normal rainfall affected the fertilizer industry during the year 2017-18. The falling prices of the fertilizer and the implementation of Direct Benefit Transfer (DBT) across India in a phased manner affected the movement of fertilizer and led to fall in turnover. Your Company’s Revenue from Operations for the year fell to Rs.7651 Lakhs from Rs.8681 Lakhs last year. The Profit before Interest, Depreciation and Taxation grew to Rs.856.54 Lakhs from Rs.754.40 Lakhs in the previous year. The Net Profit for the year grew to Rs.415 Lakhs from Rs.301 Lakhs in the previous year i.e. an increase of 38% from last year. The Earnings per share (EPS) for the year stood at Rs.2.94 per share an increase of 41% compared to Rs.2.08 per share for the previous year.

The company could achieve a consolidated turnover of Rs.44427 Lakhs as compared to previous year’s Rs. 44262 Lakhs and Net Profit Before Tax of Rs.1052 Lakhs for the year under review as against the previous year’s consolidated Net Profit Before Tax of Rs.1044 Lakhs.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.0.60 per equity share Rs.10/- each. The total outgo for the year would be Rs.70.58 Lakhs, including dividend distribution tax of Rs.10.59 Lakhs.

The Company has adopted Dividend Distribution policy in line with the requirements of Listing Regulations. The Dividend Distribution Policy is available on the website of the Company at www.shivaagro.org.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.10 Lakhs to the General Reserve of the Company and retain Rs.2136.29 Lakhs in the Statement of Profit and Loss.

CONSOLIDATED FINANCIAL RESULTS :

Consolidated Financial Statements incorporating the operations of the Company & its subsidiaries is appended. As required under the provisions of the Act, a statement showing the salient features of the financial statements of the subsidiaries is enclosed as an Annexure A to this Report. However, the Accounts of the Subsidiary Companies and the related information will be made available to the Members of Shiva Global Agro Industries Limited and its Subsidiary Companies on request and will also be kept for inspection at the Registered Office of the Company.

SUBSIDIARY COMPANIES :

i) Shiva Parvati Poultry Feed Private Limited:

The Company (a 51 % subsidiary) achieved a total turnover of Rs.15352.65 Lakhs and earned Rs.158.63 Lakhs of Profits After Tax.

ii) Ghatprabha Fertilizers Private Limited

The Company (a 61.53% subsidiary) achieved a total turnover of Rs.3678.86 Lakhs and earned Rs.46.46 Lakhs of Profits After Tax.

iii) Shrinivasa Agro Foods Private Limited

The Company (a 51.01 % subsidiary) achieved a total turnover of Rs.14152.75 Lakhs and earned Rs.301.04 Lakhs of Profits After Tax.

iv) Kirtiman Agrogenetics Limited

The Company (a 64.50% subsidiary) achieved a total turnover of Rs.3813.28 Lakhs and earned Rs.-30.35 Lakhs of Loss After Tax.

RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee. Details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company has formulated a Risk Management Policy, under which various risks associated with the business operations are identified and the mitigation process are being taken up.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has adequate Internal Financial Controls commensurate with the nature, size, and complexity of the businesses and operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and the follow up action are reported to the Audit Committee.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee / Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. The related party transactions entered into are reviewed by an independent audit firm to confirm that they were in the ordinary course of business and at arm’s length basis. The Company has formulated a policy for Related Party Transactions which has been approved by the Board and is placed on the website of the Company.

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee & commission.

AUDITORS

M/s Aditya Falor & Associates, Chartered Accountants, were appointed as Auditors of the Company for a period of five years from the conclusion of the Annual General Meeting held on September 29, 2016. As required under the provisions of Section 139 of the Act, a resolution for the yearly ratification of their appointment is being placed before the shareholders for their approval.

COST AUDITORS

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules 2014, as amended, the cost records of the Company are required to be audited. Based on the recommendations of the Audit Committee, your Board has appointed the following practicing Cost Accountants, Mr. Jayant B. Galande, to audit the cost records of the Company. The Cost Audit Report for the year 2016-17 has been filed with Ministry of Corporate Affairs within the prescribed time limit as per the Act.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed Mr. Pawan Kasat of M/s. PHK & Associates, Company Secretaries, to undertake the secretarial audit of the Company.

The report of the Secretarial Auditor is marked as Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of loans and guarantees given and investments made under Section 186 of the Act are given in the Notes to the Financial Statements.

FIXED DEPOSIT

Your Company is eligible to accept deposit from public pursuant to Section 73 of the Companies Act, 2013 (“the Act”) and the Companies (Acceptance of Deposits) Rules, 2014 (“the Rules”). Pursuant to the Special Resolution passed by the members at the Annual General Meeting (AGM) of the Company held on September 30, 2014, the Board of Directors of the Company, approved the Fixed Deposit Scheme for acceptance of deposits from Members in accordance with the requirements of the Act and the Rules. The Company has accepted deposits of Rs.41.70 Lakhs during the year under review and total Rs.124.60 Lakhs were outstanding as on March 31, 2018. There were no defaults in respect of repayment of any deposits or payment of interest thereon during the year under review.

The Company has not accepted any deposits which are not in compliance with the requirements of the Act.

The Company has no overdue deposits, other than the unclaimed deposits as at the end of the year under review.

DIRECTORS

In accordance with Article 31 of the Company’s Articles of Association, read with Section 152 of the Companies Act, 2013, Mr. Vijayprakash Onkarlal Agrawal is retiring at the ensuing Annual General Meeting. Mr. Vijayprakash Onkarlal Agrawal, being eligible, offer himself for re-appointment.

All the Independent Directors of the Company have given declarations under sub-section (6) of Section 149 of the Act, and the same have been considered and taken on record by the Board.

BOARD EVALUATION

In accordance with the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee and also the directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Report on Corporate Governance.

NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year 2017-18, Four Board Meetings were held, the details of which are given in the Report on Corporate Governance.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Deepak S. Maliwal, Chairman, Mr. Divakar N. Shetty and Mrs. Sandhya S. Maheshwari. All the recommendations made by the Audit Committee were accepted by the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On their appointment, Independent Directors are familiarized about the Company’s operations and businesses. Interaction with the Business Heads and key executives of the Company is also facilitated. Detailed presentations on the business of each of the Division are also made to the Directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices.

The role, rights, duties and responsibilities of Independent Directors have been incorporated in the Letters of Appointment issued to them. The amendments / updates in statutory provisions are informed from time to time. The details of familiarisation programme as above are also disclosed on the Company’s website.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c)&134(5) of the Companies Act 2013, the Board of Directors of Shiva Global Agro Industries Limited make the following statements, to the best of their knowledge & belief and according to the information and explanations obtained by them :

a) That in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed and there have been no material departures therefrom;

b) That the accounting policies mentioned in Notes forming part of the Financials Statements have been selected and applied consistently and judgments 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 at March 31, 2018 and of the profits 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) That proper systems are in place to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

Mr. Omprakash K. Gilda, Managing Director, Mr. Umesh O. Bang, Chief Financial Officer and Mrs. Rashmi G. Agrawal, Company Secretary are the Key Managerial Personnel (KMP) of the Company.

PARTICULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure C to this Report.

The Company has no Employees whose salary exceeds the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Salient features of the Remuneration Policy are set out in the Report on Corporate Governance.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE POLICY

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 (Act). An Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. During the year 2017-18, there were no complaints received by the ICC.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Act, an extract of the Annual Return in the prescribed format is appended as Annexure D to this Report.

WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical conduct. The Company has a Whistle Blower Policy which provides the employees, customers, vendors and directors an avenue to raise concerns on ethical and moral standards and legal provisions in conduct of the business operations of the Company. The Whistle Blower Policy is also placed on the website of the Company at www.shivaagro.org.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Act, read with Companies (Accounts) Rules, 2014, are enclosed as Annexure E to this Report.

SAFETY, HEALTH AND ENVIRONMENT (SHE):

Company’s focus on Safety, Health and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards. Your Company maintained high standards of environmental performances with all facilities operating well within norms. The overall safety environment continued to improve during the year under review.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance. As stipulated under the requirements of the Listing Agreement with Stock Exchanges, a report on Corporate Governance duly audited is appended as Annexure F for information of the Members. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis, which forms part of this Annual Report, inter-alia, deal with the operations as also current and future outlook of the company, is furnished separately.

MATERIAL SUBSIDIARY POLICY

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Agreement. The Policy on Material Subsidiary is available on the website of the Company.

ACKNOWLEDGEMENT

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results, in an adverse situation.

The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from Union Bank of India and other Banks, financial institutions, as well as from various Government bodies both at the Centre and the State.

By the order of the Board

Place : Nanded Omprakash K. Gilda

Dated : May 30, 2018 Managing Director