We have pleasure in presenting the 26th Annual Report of the Company alongwith the audited statement of accounts for the year ended 31st March 2017. Thefinancial results for the year are shown below. The working and operational parameters ofall the plants of the Company were quite satisfactory during the year.
(Amount in INR)
|Particulars ||Current Year 31.03.17 ||Previous Year 31.03.16 |
|Total Turnover and other Receipts ||507005290 ||513933250 |
|Gross Profit/Loss (Before deducting any of the following) ||33114457 ||35001623 |
|A. Interest and Financial charges ||12045922 ||14301539 |
|B. Depreciation ||6529692 ||6677622 |
|C. Tax Liability || || |
|I. Current Tax ||4337220 ||4894897 |
|II. Deferred Tax ||550703 ||(3659712) |
|Net Profit available for appropriation ||9650920 ||12787277 |
|Provision for Investment Allowance Reserve ||Nil ||Nil |
|Net Profit || || |
|A. Add: Brought forward from last year's balance ||52078650 ||39291373 |
|B. Less: Transferred to General Reserve ||Nil ||Nil |
|Transitional adjustment on account of depreciation ||- ||- |
|Dividend ||NIL ||NIL |
|Balance Carried forward ||61729570 ||52078650 |
The paid up Equity Share Capital as on 31st March 2017 is ' 40400000 During the yearunder review the Company has not issued any shares.
RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
During the year under review net revenue of the Company is ' 507005290 as against to'513933250 in the previous year. Profit for the year 2016-17 is ' 9650920 as against '12787277 in the previous year.
TRANSFER TO RESERVES
Company has not proposed any amount to be carried to any reserves.
The total exports of the Company amounted to ' 397058258 (Previous year ' 407692741) representing about 78.26 percent of the net sales. The Company is trying tolocate new export markets for its products and see good potential for growth in the exportbusiness.
Board of Directors has not recommended any dividend for the Financial Year 2016-17.
During the year under review your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).
Your Company does not have any subsidiary company during the year; hence consolidationof financial data of the subsidiary company is also not applicable to the Company for thefinancial year 2016-17.
EVALUATION OF THE PERFORMANCE OF THE BOARD COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 read with Rules framed thereunderand in compliance with the requirements of SEBI (LODR) Regulations 2015 the Board hascarried out the annual evaluation of its own performance performance of the Directorsindividually as well as the performance of the working of its Audit Nomination &Remuneration and other Committees of the Board. At the meeting of the Board all therelevant factors that are material for evaluating the performance of individual Directorsthe Board and its various Committees were discussed in detail. A structured questionnaireeach for evaluation of the Board its various Committees and individual Directors wasprepared and recommended to the Board by the Nomination & Remuneration Committee fordoing the required evaluation after taking into consideration the input received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees execution and performance of specific dutiesobligations and governance etc.
A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestof the Company and its minority Shareholders etc. The performance evaluation of theindependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and non independent Directors was also carried out by the IndependentDirectors at their separate meeting. The Directors expressed their satisfaction with theevaluation process.
During the year six Board Meetings were held. Four Audit committee's meetings wereconvened and held. The intervening gap between the Meetings was within the periodprescribed under the Act and the Listing Regulations.
AUDIT COMMITTEE COMPOSITION
The Audit Committee comprises of Mr. Shyam Sunder Tibrewal Independent Director asChairman Mr. Inder Chand Nahta Independent Director and Mr. Rishi Tikmani Whole-timeDirector as Members.
Further as per section 177(8) of the Companies Act 2013 there was not any case duringthe period under review that any recommendation is made by the Audit Committee and theBoard has not accepted it.
The Company is presently engaged in the process of manufacturing High Pressure Laminate(H.P.L) Sheets & Compacts which are available in several Colours Designs andTextures. Alfa range consists of more than 400 design decors and more than 50 textures.With more decors and more finishes our innovation brings you beautiful high qualityenvironmental friendly decorative solutions. These High Pressure Laminates are recognizedand appreciated by architects interiors and fitters. The Laminate sheets are used forvarious applications in many areas such as:
Interior Wall Paneling
Exterior Wall Cladding
Green Chalk Board
White Marker Board
Kitchen Top and Backsplash
Table Top and many other areas.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
The annexed Management Discussion and Analysis forms a part of this report and coversamongst other matters the performance of the Company during the Financial Year 2016-17 aswell as the future outlook.
DECLARATION OF INDEPENDENCE
All Independent Directors have given declarations as required under Section 149(7) ofthe Companies Act 2013 that they meet the criteria of independence as provided in Section149(6) of the Companies Act 2013 and qualify to act as Independent Director of theCompany.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Rishi Tikmani (DIN: 00638644) Whole-time Director will retire by rotation at theensuing Annual General Meeting pursuant to the provisions of Section 152 of the CompaniesAct 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014and being eligible offers himself for re-appointment. The Board recommends hisre-appointment. An appropriate resolution for his re-appointment is being placed for yourapproval at the ensuing AGM. The brief resume of the Directors and other relatedinformation has been detailed in the Notice convening the 26th AGM of yourCompany.
The Independent Directors of your Company hold office upto 31st March 2019and are not liable to retire by rotation.
Ms. Sejal Kanabi was appointed as a Company Secretary and Compliance officer of thecompany from December 16 2016 in the place of Ms. Jhanki Poptani who has resigned fromNovember 09 2016 and there was no other appointment or cessation of key managerialpersonnel during the financial year.
Ms. Pooja Tikmani Director Shri Hansraj Sekhani CFO & Ms. Sejal Kanabi CompanySecretary are the Key Managerial Personnel of your Company in accordance with theprovisions of Section 2(51) 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re-enactment(s) for the time being in force).
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules framed thereunder and Regulation 19 of the SEBI (LODR)Regulations 2015 the Board of Directors formulated the Remuneration Policy of yourCompany on the recommendations of the Nomination and Remuneration Committee. The salientaspects covered in the Remuneration Policy covering the policy on appointment andremuneration of Directors key managerial personnel and employees.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 yourDirectors confirm that:
a) iIn the preparation of the financial statements for the financial year ended 31stMarch 2017as far as possible and to the extent if any accounting standards mentioned bythe auditors in their report as not complied with all other applicable accountingstandards have been followed along with proper explanation relating to material departure;
b) such accounting policies have been selected and applied them consistently andjudgments and estimates made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care has been taken for maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for prevention and detection of fraud and otherirregularities;
d) the Directors have prepared the annual accounts on a going concern basis; and
e) proper internal financial controls are in place and that such internal financialcontrols are adequate and were operating effectively.
f) the Directors have devised proper systems to ensure compliances with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE REPORT
The Company is exempted from providing report on Corporate Governance in accordancewith regulation 34(3) and schedule V(C) to the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 are not applicable to your Company.
M/s. O.P. Bhandari& Co (Firm Registration No. 112633W) Chartered AccountantsAhmedabad retires at the ensuing Annual General Meeting. The Company has received acertificate from M/s Doogar & Associates (Firm Registration Number: 000561N)Chartered Accountants to act as Statutory Auditor of the company in accordance with theprovisions of Section 141 of the Companies Act 2013 to hold office from the conclusion ofthis 26th Annual General Meeting till the conclusion of the 31stAnnual General Meeting subject to ratification of shareholders in every Annual GeneralMeeting. Accordingly a resolution seeking Members' approval on appointment of M/s. Doogar& Associates Chartered Accountants as the statutory Auditors of the Company for thefinancial year 2017-18 is included at item No.3 of the Notice convening the Annual GeneralMeeting.
The Board has duly reviewed the Statutory Auditor's Report on the accounts. Theobservations and comments appearing in the Auditor's Report are self-explanatory and donot call for any further explanation/clarification by the Board of Directors as providedunder section 134 of the Act.
In terms of Section 204 of the Companies Act 2013 the Board of Directors of yourCompany at its meeting held on 27th May 2017 has appointed M/s. Kamlesh M Shah& Co. Practicing Company Secretary (Certificate of Practice No. 2072) as theSecretarial Auditor to conduct an audit of the secretarial records for the financial year2017-18.
Your company has received consent from M/s. Kamlesh M Shah & Co. to act as theSecretarial auditor for conducting audit of the Secretarial records for the financial yearending on 31st March 2018.
The Secretarial Audit Report for the financial year ended 31st March 2016is annexed herewith as "ANNEXURE A" to this report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.
Your Company has a robust Risk Management policy. The Company through Board and AuditCommittee oversees the Risk Management process including risk identification impactassessment effective implementation of the mitigation plans and risk reporting. RiskManagement forms an integral part of the Company's planning process. There are no riskswhich in the opinion of the Board threaten the existence of your Company.
ADEQUCY OF INTERNAL FINANCIAL CONTROLS
The Company has in place robust internal control procedures commensurate with its sizeand operations. Company has the internal controls Department headed by Internal Auditor ofthe company. The Board of Directors is also responsible for the internal control systemsets the guidelines verifying its adequacy effectiveness and application. The Company'sinternal control system is designed to ensure management efficiency measurability andverifiability reliability of accounting and management information compliance with allapplicable laws and regulations and the protection of the Company's assets so that thecompany's main risks (operational compliance-related economic and financial) areproperly identified and managed over time.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In accordance with the Section 177(9)& (10) of the Companies Act2013 and rulesframed thereunder read with Regulation 22 of the Listing Regulations the Company has aWhistleblower Policy in place for its Directors and Employees to report concerns about theunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct. The Policy provides for protected disclosures that can be a whistle blowerthrough e-mail or letter or to the Chairperson of the Audit Committee. Whistle BlowerPolicy is disclosed on the website of the Company.
During the year ended on 31st March 2017 the Company did not receive anyinformation under the scheme.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has in place an anti sexual harassment policy in line with the requirementof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013.There is no such instance reported during the year under review.
EXTRACT OF ANNUAL REPORT
The details forming part of the extract of the Annual Return as on 31stMarch 2017 in form MGT 9 in accordance with Section 92(3) of the Companies Act 2013 readwith Companies (Management and Administration) Rules 2014 is annexed herewith as"ANNEXURE B" to this report.
PARTICULARS OF THE EMPLOYEES
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of Directors/employees of your Company is set out in "Annexure - C"of this report. The statement containing the information of the top ten employees in termsof remuneration drawn as required under Section 197 of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 will be provided to any Member on a written request to the Company Secretary. Interms of Section 136 of the Act the Reports and Accounts are being sent to the Membersand others entitled thereto excluding the aforesaid information of top ten employeeswhich is available for inspection by the members at the Registered office of the Companyduring business hours on working days of the Company up to the date of the ensuing AnnualGeneral Meeting.There was no employee who was in receipt of remuneration in excess of '8.5 Lacs per month during the year or ' 1.2 Crore per annum in the aggregate if employedpart of the year.
STATUTORY DISCLOSURES REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES2014:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 is furnished in Annexureto Directors Report and is attached to this report. [Annexure -D]
LOAN GUARANTEES OR INVESTMENTS
During the year the Company has not made any investment nor given any loan orguarantees under Section 186 of Companies Act 2013.
RELATED PARTIES TRANSACTIONS
During the financial year 2016-17 there was no materially significant related partytransaction undertaken by the Company under Section 188 of the Companies Act 2013 readwith rules framed thereunder and Regulation 23 of SEBI (LODR) Regulations 2015 that mayhave potential conflict with the interest of the Company. Disclosure on related partytransactions is set out in financial statements.
MATERIAL CHANGES / INFORMATION
No material changes have taken place after the closure of the financial year up to thedate of this report which may have substantial effect on the business and financial of theCompany.
DETAILS OF SIGNIFICANT AND MATERIAL OR DERSPASSED BY THE REGULATORS / COURTS /TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
No significant and material orders have been passed by any of the regulators or courtsor tribunals impacting the going concern status and companies operations in future.
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules2014to the extent the transactions took place on those items during the year.
Your Directors take this opportunity to express their sincere appreciation to theshareholders customers bankers suppliers employees and other business associates forthe excellent support and co-operation extended by them.
On behalf of the Board of Directors
Shyam Sunder Tibrewal
Place : Ahmedabad
Date : 27/07/2017