TO THE MEMBERS
The Directors have pleasure in presenting the Twenty Second Annual Report of theCompany together with its Audited Statement of Profit and Loss for the year ended March31 2016 and the Balance Sheet as on that date:
| || |
(Rs. in Lacs)
|Particulars ||Standalone |
|Financial Year ||2015-16 ||2014-15 |
| ||Audited ||Audited |
|Total Revenue ||19177.39 ||22007.71 |
|Profit before Depreciation Finance Costs and Tax ||1683.00 ||1635.00 |
|Less: Depreciation ||475.22 ||421.60 |
|Less: Finance Costs ||402.89 ||387.23 |
|Profit before Tax ||804.89 ||826.17 |
|Less: Provision for Tax || || |
|(a) Current Tax ||210.00 ||185.00 |
|(b) Deferred Tax (Assets)/ Liability ||28.07 ||27.36 |
|(c) Short Provision for Tax for earlier years ||3.34 ||2.18 |
|(d) Mat Credit Utilisation ||0.00 ||32.39 |
|Profit after Tax ||563.48 ||579.23 |
|Add: Balance brought forward from the previous year ||2103.35 ||1622.82 |
|Amount available for Appropriation ||2666.83 ||2202.05 |
|Appropriations || || |
|Proposed Dividend ||82.69 ||82.69 |
|Tax on Dividend ||16.83 ||16.01 |
|Balance carried to Balance Sheet ||2567.30 ||2103.35 |
RESULTS OF OPERATIONS AND THE STATE OF AFFAIRS OF THE COMPANY
The total revenue of the Company for the financial year ended March 31 2016 wasRs.19177.39 Lacs as compared to previous years total income of Rs. 22007.71 Lacsthus registering a decrease of 12.86 % over the previous year. Further Profit before taxand after tax were Rs. 804.89 Lacs and Rs. 563.48 Lacs respectively during the year underreview as against Rs. 826.17 Lacs and Rs. 579.23 Lacs in the corresponding previous yearthus indicating decreased by 2.57% & 2.71% respectively. The decrease in total revenueand profits was primarily due to reduction in products prices. However your Directors arehopeful for improved results during the current financial year.
Please refer to the Chapter on Management Discussion and Analysis for industry andbusiness scenario and new expansion project initiated during the financial year endedMarch 31 2016.
Your Directors have recommended a dividend of Rs. 1.50 per equity share of the facevalue of Rs. 10/ each. for the financial year ended March 31 2016. The dividend payout issubject to approval of the members at the ensuing Annual General Meeting.
AMOUNT TO BE CARRIED TO RESERVES
The Company has transferred Rs. 463.96 Lacs to the reserves for the F.Y. March 31 2016after appropriating Rs. 82.69 Lacs towards proposed dividend for the F.Y. ended March 312016 and Rs. 16.83 Lacs towards dividend tax.
As at March 31 2016 the Capital Expenditure during the year under review amounted toRs. 766.80 Lacs.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act 2013 ("The Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements the audited consolidatedfinancial statement is provided in this Annual Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Bituminex Cochin Pvt Ltd (BCPL) is the Wholly Owned Subsidiary (W.O.S) of yourCompany.
The Consolidated Financial Statements of the Company and its Wholly Owned Subsidiaryprepared in accordance with the relevant Accounting Standards of the Institute ofChartered Accountants of India duly audited by the Statutory Auditors form a part of theAnnual Report and are reflected in the Consolidated Accounts.
Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Companys subsidiaries in Form AOC-1 isattached to the financial statements of the Company.
Pursuant to the provisions of Section 136 of the Act the financial statement of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiary are available on the website of the Company.
There are no joint ventures or associate companies as defined under the Companies Act2016 and Rules made thereunder as amended.
ISSUANCE OF FULLY CONVERTIBLE WARRANTS
During the period under review the Company allotted 660000 warrants fullyconvertible into equity shares of Rs. 10/- each of the Company at an exercise price ofRs. 111.50 per warrant (including premium) aggregating upto Rs. 73590000/- (RupeesSeven Crore Thirty Five Lacs Ninety Thousand Only) any time within 18 months from the dateof allotment of the warrants to persons belonging to the promoter and promoter group ofthe Company on preferential basis after obtaining necessary approvals from the regulatorybodies.
The Company has already received Rs. 55192500 against the allotted warrants as ondate of this Report (Rs. 36795000 as on March 31 2016).
PROPOSED ISSUANCE OF FULLY CONVERTIBLE WARRANTS
The Board of Directors of your Company has proposed issuance of 1500000 warrantsconvertible into equity shares to persons not belonging to the promoter and promoter groupof the Company on preferential basis in accordance with the provisions of Chapter VII ofthe SEBI ICDR Regulations SEBI LODR Regulations relevant provisions of the CompaniesAct 2013 and Rules made thereunder. For details please refer to Resolution No.8 and ItemNo. 8 of the Explanatory Statement of the Notice of the ensuing Annual General Meeting ofthe Company attached with this Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT.
Scheme of Amalgamation
During the year under review a Scheme of Amalgamation between Agarwal PetrochemPrivate Limited (Transferor Company) and Agarwal Industrial CorporationLimited (Transferee Company) and their respective shareholders pursuant toSections 391 to 394 of the Companies Act 1956 and applicable provisions of the CompaniesAct 2013 was envisaged and in this regard a Court Convened Meeting of the EquityShareholders of Agarwal Industrial Corporation Limited was held on Monday June 13 2016under the provisions of Sections 391 to 394 of the Companies Act 1956 and applicableprovisions of the Companies Act 2013 and pursuant to SEBI Circular CIR/CFD/CMD/16/2015dated November 30 2015. The said Scheme is under process.
The complete proposed Scheme is placed on the website of the Company at www.aicltd.in
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls commensurate with thesize scale and nature of its operations. The Internal Auditor monitors and evaluates theefficacy and adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a mechanism for theDirectors and employees to report genuine concerns about any unethical behavior actual orsuspected fraud or violation of the Companys Code of Conduct. The provisions of thispolicy are in line with the provisions of Section 177 (9) of the Act and as per Regulation22(1) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. TheWhistle Blower Policy can be accessed on the Companys website - www.aicltd.in.
The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013 read with the rules made thereunder and Regulation 18 of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 201 5. The detailsrelating to the same are given in Report on Corporate Governance forming part of thisBoard Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013 ("THE ACT")
Particulars of loans given investments made and securities provided are mentioned inthe financial statement under Note 12 13 15 and 18 of the said statement. Your Companyhas not provided any guarantee or given security in connection with loan to any other bodycorporate or person.
The Company has constituted a Risk Management Committee details of which are set outin the Corporate Governance Report. The Company has adopted a Risk Management Policypursuant to the provisions of Section 134 of the Act which has a Risk Managementframework to identify and evaluate business risks and opportunities. This framework seeksto create transparency minimize adverse impact on business objective and enhance theCompanys competitive advantage. The risk framework defines the risk managementapproach across the enterprise at various levels including documentation and reporting.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In terms of Section 149 of the Act and pursuant to the Regulation 17 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 the Board of the Company hasoptimum combination of Executive Non-Executive and Independent Directors. The Board alsocomprises of an Independent Woman Director.
Mr. Vipin Agarwal was appointed as the Chief Financial Officer (CFO) of the Company inthe Board Meeting held on December 23 2015 and Mr. Rakesh Bhalla was re-designated asVice president Legal & Company Secretary with immediate effect.
Further in the Board Meeting held on March 29 2016 in accordance with the provisionsof Sections 196197 & 203 of the Companies Act 2013 and rules made there under (asamended) and in compliance with Section II of Part II of Schedule V of the Companies Act2013 Mr. Jaiprakash Agarwal was re-appointed as Managing Director of the Company &Mr. Lalit Agarwal and Mr. Ramchandra Agarwal were re-appointed as Whole Time Directors ofthe Company for a tenure of 3 Years commencing from April 01 2016 to March 31 2019subject however to approval of Members at the ensuing Annual General Meeting. Fordetailed terms and conditions of their re-appointments members are requested to refer toResolution No. 9 10 & 11 and Item Nos 9 10 & 11 of the Explanatory Statementattached to the Notice of the ensuing Annual General Meeting enclosed with this AnnualReport.
In terms of Section 203 of the Act the following were designated as KMP of your Companyby the Board:
Mr. Jaiprakash Agarwal - Managing Director
Mr. Lalit Agarwal - Whole Time Director
Mr. Ramchandra Agarwal - Whole Time Director
Mr. Vipin Agarwal - Chief Financial Officer
Mr. Rakesh Bhalla - Vice President Legal & Company Secretary
DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as stipulated under Section 149(7) of theCompanies Act 2013 and as per Regulation 17 SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.
During the year under review 12 (Twelve) Board Meetings were held and the interveninggap between the meetings did not exceed the period prescribed under the Act the detailsof which are given in the Corporate Governance Report.
The Company has adopted the Governance guidelines which inter alia cover aspectsrelated to composition and role of the Board Directors Board diversity definition ofindependence and mandates of Board Committees. It also covers aspects relating tonomination appointment induction and development of Directors Directors remunerationCode of Conduct and Board Effectiveness Review.
A. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirement as prescribed by Securities Exchange Board of India(SEBI) under Regulation 17(10) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from theDirectors on the basis of the criteria such as the Board Composition and structureseffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee (NRC) reviewed the performance of the individual Directors on the basis of thecriteria such as the contribution of the individual Director to the Board and Committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the board as a whole was evaluated taking into account theviews of the Executive Directors and Non-Executive Directors. The same was discussed inthe Board meeting that followed the meeting of the Independent Directors at which theperformance of the Board its committees and individual Directors was also discussed.
B. Appointment of Directors and Criteria for determining qualifications positiveattributes independence of a Director
The NRC is responsible for developing competency requirements for the Board based onthe industry and strategy of the Company. The NRC reviews and meets potential candidatesprior to recommending their nomination to the Board. At the time of appointment specificrequirements for the position including expert knowledge expected is communicated to theappointee
The NRC has formulated the criteria for determining qualifications positive attributesand independence of Directors in terms of provisions of Section 178 (3) of the Act andRegulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
Independence: A Director will be considered as an Independent Director ifhe/ she meets with the criteria for Independence as laid down in the Act andRegulation 16(1)(b) SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.
Competency: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is ensuredthat the Board has a mix of members with different educational qualifications knowledgeand with adequate experience in banking and finance accounting and taxation economicslegal and regulatory matters.
Additional Positive Attributes:
The Directors should not have any other pecuniary relationship with the Companyits subsidiaries associates or joint ventures and the Companys promoters except asprovided under law.
The Directors should maintain an arms length relationship betweenthemselves and the employees of the Company as also with the Directors and employees ofits subsidiaries associates joint ventures promoters and stakeholders for whom therelationship with these entities is material.
The Directors should not be the subject of proved allegations of illegal orunethical behavior in their Private or professional lives.
The Directors should have the ability to devote sufficient time to the affairsof the Company.
C. Remuneration Policy
The Company had adopted a Remuneration Policy subject to review from time to time forthe Directors KMP and other employees pursuant to the provisions of the Act andRegulation 19(4) read with Part B of Schedule II of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015. The key principles governing theCompanys Remuneration Policy are as follows:
Remuneration for Independent Directors and Non-Independent Non-Executive Directors
Independent Directors (ID) and Non-Independent Non-Executive Directors (NINED)may be paid sitting fees for attending the meetings of the Board and of Committees ofwhich they may be members.
Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the Company taking into considerationthe challenges faced by the Company and its future growth imperatives.
Remuneration paid should be reflective of the size of the Company complexity ofthe sector/ industry/Companys operations and the Companys capacity to pay theremuneration and be consistent with recognized best practices.
The remuneration payable to Directors shall be inclusive of any remunerationpayable for services rendered in any other capacity unless the services rendered are of aprofessional nature and the NRC is of the opinion that the Director possesses requisitequalification for the practice of the profession.
Remuneration for Managing Director (MD)/ Executive Directors (ED)/ Key ManagerialPersonnel (KMP)/ rest of the Employees
The extent of overall remuneration should be sufficient to attract and retaintalented and qualified individuals suitable for every role. Hence remuneration should bemarket competitive driven by the role played by the individual reflective of the size ofthe Company complexity of the sector/ industry/ Companys operations and theCompanys capacity to pay consistent with recognized best practices and aligned toany regulatory requirements.
Basic/ fixed salary is provided to all employees to ensure that there is asteady income in line with their skills and experience.
It is affirmed that the remuneration paid to Managing Director Whole Time Directorsand KMP is as per the Remuneration Policy of the Company. Presently no remuneration orsitting fee of whatsoever kind and nature is paid to any Independent Director.
PROTECTION OF WOMEN AT WORKPLACE
The Company has formulated a policy on Protection of Womens Rights atWorkplace as per the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013. This has been widely disseminated.There were no cases of sexual harassment received by the Company in 2015-16.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review no significant material orders were passed by theregulators or courts or tribunals impacting the going concern status and theCompanys operations.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.
At the ensuing Twenty Second Annual General Meeting of the Company the Members will berequested to ratify the re-appointment of M/s Ladha Singhal & Associates CharteredAccountants Mumbai as the Auditors of the Company to hold office from the conclusion ofthis Annual General Meeting till the conclusion of the next Annual General Meeting at suchremuneration as may be mutually agreed upon between the Board of Directors of the Companyand the Auditors They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Act and they arenot disqualified for re-appointment.
The notes on financial statement referred to in the Auditors Report are selfexplanatory and do not call for any further comments. The Auditors Report does notcontain any qualification reservation or adverse remark.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as ANNEXURE - I.
The Board of Directors of your Company has appointed Mr. P. M. Vala Practicing CompanySecretary (Membership No. FCS-5193 CP No.- 4237) to undertake the Secretarial Audit ofthe Company for the financial year 2015-16. The Secretarial Audit Report in Form No. MR-3for the financial year ended March 31 2016 is annexed herewith as ANNEXURE - II.The report does not contain any qualifications reservation or adverse remarks.
Pursuant to the provisions of Section 148 and other applicable provisions if any ofthe Companies Act 2013 and the Companies (Cost Records and Audit) Rules 2014 (includingany statutory modification(s) or re-enactments thereof for the time being in force) theBoard of Directors of the Company appointed Mr. Vinayak Kulkarni Cost Accountant(Membership No. 28559) as the Cost Auditors to conduct the cost records of theCompany for relevant segments for the financial year ending March 31 2016.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(M) of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 the information relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo during the financial year ended March31 2016 is given as below :
(A) Conservation of Energy :
a) The conservation of energy is ongoing process and the company continuously strivefor energy conservation through indigenous control system which inter alia includesminimizing of energy wastage through strict monitoring of the factory management. Althoughthere were no specific measures adopted during the year under review the followingmeasures were taken for conservation of electrical energy
(i) Use of Power Management system for monitoring & control.
(ii) Close monitoring of lighting system by providing dedicated team to avoid unwantedlighting power.
(iii) Use of natural cooling during winter.
(iv) Spread awareness campaign for water conservation in line with energy conservation.
b) Additional Investments and proposals if any being implemented for reduction ofconsumption of energy.
The management is actively considering additional investment proposals for reduction ofconsumption of energy although no significant investments were made during the year underreview.
c) Impact of measures (a) and (b) results in reduction in number of units consumed andconsequently lowering of overall cost of production. However despite reduction of unitsconsumed there may be increase in the total cost due to increase in tariff rates and alsovaried tariff rates in different locations.
(B) Technology Absorption:
Company continues using indigenous technology for our operations and the managementkeeps on reviewing and analyzing the means and methods by which the existing technologycan be modified upgraded or improved upon for better operations. There is no specifictechnology absorption during the year under review the Management has several years ofexperience in the manufacturing process still all emphasis are made for involving stillbetter technology and its absorption thereof. The company is also yet to establish aseparate research and development division for this purpose.
(C) Foreign Exchange Earnings and Outgo:
| ||(Rs. in Lacs) |
|Particulars ||F.Y. 2015-16 |
|Earnings ||NIL |
|Outgo ||2797.80 |
DISCLOSURE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES 2016
Disclosure pursuant to the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 is attached herewith as per ANNEXURE-III.
However since there were no employees drawing remuneration in excess of the limit setout in the aforesaid amended rules the particulars of employees required to be furnishedpursuant to Section 197 (12) read with Rule 5 (2) and Rule 5 (3) of the Companies(Appointment and Remuneration of Managerial Personal) Amendment Rules 2016 does not formpart of this annual report.
The Company did not accept any Fixed Deposits from the public and no fixed depositswere outstanding or unclaimed as on March 31 2016.
LISTING OF SHARES
The equity shares of your Company have been listed on the BSE Limited and the NationalStock Exchange of India Limited. The listing fees for the year 2016-17 have been dulypaid.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state and confirm that:
(i) in the preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and that there are no material departures from thesame;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profitsof the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the accounts for the financial year ended March 312016 on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and are operating effectively;
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and are operating effectively.
Your Company ensures maintaining highest standards of corporate governance as percorporate governance requirements formulated by SEBI. The report on Corporate Governanceas per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 forms anintegral part of the Annual Report. (ANNEXURE IV). The requisite certificatefrom the Auditors of the Company confirming compliance with the conditions of corporategovernance is attached to report on corporate governance.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2) of SEBI LODR Regulations 2015. (ANNEXURE V).
RELATED PARTY TRANSACTIONS
All related party transactions entered during the F. Y. 2015-16 were approved by theBoard of Directors and the Audit Committee and were also consented by the members in theAnnual General Meeting of the Company held on September 30 2015 in accordance withSection 188 of the Companies Act 2013 and Rules made thereunder (as amended) and as perearlier Listing Agreements and subsequently on the basis of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Details of related party transactions enteredduring the F. Y. 2015-16 are placed under ANNEXURE VI as per Form AOC-2attached with this Board Report. The Policy on materiality of related party transactionsmay be accessed on the Companys website- www.aicltd.in.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee comprises of Mr. Jaiprakash AgarwalManaging Director Mr. Lalit Agarwal Whole Time Director and Mr. Jaswant D. Sharma anIndependent Director. Mr. Jaiprakash Agarwal Managing Director is the Chairman of theCommittee.
The details of the various projects and programs which can be undertaken by the Companyas a part of its CSR policy framework is available on its website www.aicltd.in.
The disclosures required to be given under Section 135 of the Companies Act 2013 readwith Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules 2014 aregiven in ANNEXURE- VII forming part of this Board Report.
The Directors express their deep sense of appreciation for the contribution made by theemployees to the significant improvement in the operations of the Company.
The Directors also thank all their Bankers Members Customers Lenders VendorsBusiness Partners Regulatory Authorities and all concerned for their continuedco-operation and support.
| ||On behalf of the Board of Directors |
| ||Sd/- |
| ||Jaiprakash Agarwal |
| ||Managing Director |
|Date : August 25 2016 || |
|Place : Mumbai || |
|Registered Office: || |
|Eastern Court Unit No. 201-202 || |
|Plot No. 12 V. N. Purav Marg || |
|S. T. Road Chembur Mumbai 400071. || |