The Members of Alufluoride Limited
Your Directors have pleasure in presenting the Annual Report of your Company along withthe audited Statement of Accounts for the financial year ended 31st March 2017.The Report also includes the Management Discussion and Analysis Report in accordance withthe Guidelines on Corporate Governance and consolidated Financial Statements.
The Financial results of the Company for the period under review are as follows:
| ||31-03-2017 ||31-03-2016 |
|Sales and other revenue ||3875.10 ||3175.85 |
|Profit before Finance charges ||519.74 ||427.23 |
|Depreciation Tax & other adj's || || |
|Less : Finance charges ||0.11 ||0.11 |
|Profit before Depreciation ||519.63 ||427.12 |
|Tax & other adj's || || |
|Less: Depreciation ||50.00 ||83.39 |
|Profit before Tax & other adj's ||469.63 ||343.73 |
|Less: Extraordinary & || || |
|Exceptional Expenses || || |
|Provision for current tax ||115.81 ||131.85 |
|Taxes of earlier years ||0.75 ||4.03 |
|Deferred Tax Asset / ||(5.27) ||(8.54) |
|Liability adj's || || |
|Profit before appropriations and ||358.34 ||216.39 |
|carried to Balance Sheet || || |
Your Directors report that the Company made a record Aluminium Fluoride production anda record Aluminium Fluoride Sales during the year under review. The Company produced 6201MT and sold 6326 MT AluminiumFluoride during the year under review as against 4930 MTProduction and 5086 MT sold during 2015-16. With the increased Production and Salesvolume the Sales and Other Revenue reported at Rs. 3875.10 lakhs though there was asteep drop in Aluminium Fluoride sale price as against Rs.3175.85 lakhs during 2015-16.With the controlled consumption norms increased production efficient working capitalmanagement increase in other income and with effective cost control measures though theselling price of Aluminium Fluoride was lower compared to last year the Company posted anet profit of Rs.358.34 lakhs for the year under review as against net profit of Rs.216.39lakhs in 2015-16.
OUT LOOK FOR THE CURRENT YEAR
The sale price of Aluminium Fluoride for the current year has marginally improved. TheCompany is planning to maintain Production and Sales volume further during 2017-18. Thecompany is hoping to post better returns in the current year.
During the year under review the Company has not registered any Export sales.
All the properties of the Company including Buildings Plant and Machinery and Stockshave been adequately insured.
Your Directors wish to record that the Company is pursuing long term agreements forincreased acid supplies with the adjacent Fertilizer complex as well with ParadeepFertilizer complexes for assured acid supplies to expand the Aluminium FluorideProduction facilities. In view of the proposed expansion your Directors are notrecommending any Dividend with a view to conserve resources.
As per chapter IV of the SEBI (Listing obligations
& Disclosure Requirements) Regulations 2015 a separate section on CorporateGovernance is enclosed which forms part of the Annual Report. A certificate from theAuditors of the Company on compliance with the conditions of Corporate Governance asstipulated under the SEBI (Listing obligations & Disclosure Requirements) Regulations2015 is annexed to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed section of the Management Discussion and Analysis for the period underreview as required under SEBI (Listing obligations & Disclosure Requirements)Regulations 2015 is given as a separate statement forming part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to the Director's Responsibility Statement it is hereby confirmed: i. In thepreparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures. ii. The Directors had selected such accounting policiesand applied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit of the company for that period; iii. TheDirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; iv.The Directors had prepared the accounts for the financial year ended 31st March2017 on a going concern' basis; and v. The Directors had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively. vi. The Directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating efficiently.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Dr. T.R. Ramachandran Director and SriGrandhiSreeramakrishna Director will be retiring at the ensuing Annual General Meeting.The members are informed that Dr. T.R. Ramachandran Director and Sri GrandhiSreeramakrishna Director have expressed their willingness for reappointment.
Key Managerial Personnel
The company has designated the Managing Director Director Finance (as CFO) and CompanySecretary as its Key Managerial Personnel in accordance with the provisions of Section.203of the Companies Act 2013.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
Dr. T.R. Ramachandran Sri A.V.V.S.S.Ch.B. Sekhar Babu and Sri Grandhi Sreeramakrishnaare the Independent Directors of the Company. The terms and conditions of appointment ofIndependent Directors are as per Schedule IV of the Act. They have submitted a declarationthat each of them meets the criteria of independence as provided in Section 149(6) of theAct and there has been no change in the circumstances which may affect their status asIndependent Director during the year
NUMBER OF MEETINGS OF THE BOARD
Four Meetings of the Board were held during the year. For details of the meetings ofthe Board please refer to the Corporate Governance Report which forms part of thisreport.
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 requirements as prescribed by Securities and Exchange Board of India("SEBI") under SEBI (Listing obligations & Disclosure Requirements)Regulations 2015.The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of the criteria such as the Board compositionand structure effectiveness of Board processes information and functioning etc. Theperformance of the committees was evaluated by the Board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Remuneration Committee reviewed the performance of the IndividualDirectors on the basis of the criteria such as the contribution of the Individual Directorto the Board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. In addition theChairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andIndividual Directors was also discussed.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the Directors' report.
DISCLOSURE AS REQUIRED UNDER RULE
5 OF COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The Disclosure as required under Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in Annexure - A to the Board Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB - SECTION(1) OF SECTION 188
Details of transactions with related parties falling under the scope of Section 188(1)of the Act & Information on transactions with related parties pursuant to Section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 (Form No.AOC.2) is given in Annexure - B to the Board Report.
M/s Rao & Kumar Chartered Accountants Visakhapatnam the Statutory Auditors ofthe Company are retiring at the conclusion of this Annual General Meeting in view oftheir completing five continuous years as Auditors of the Company in terms of Section.139of the Companies Act 2013. M/s Brahmaiah & Company Chartered AccountantsVisakhapatnam are recommended to be appointed as Statutory Auditors of the Company whoconveyed their consent for appointment.
Pursuant to the provisions of Section 205 of the Act and the rules framed there underMr. G.M.V. Dhanunjaya Rao of GMVDR & Associates Company Secretaries was appointed asSecretarial Auditor of the Company and the Secretarial Audit Report issued by them for thefinancial year 2016-17 is made a part of this Report.
Cost Audit for financial year 2016-17 is not applicable in view of the Cost AuditAmendment Rules 2014 Government of India Ministry of Corporate Affairs NotificationNew Delhi dated 31.12.2014.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure C in the prescribed Form MGT-9 which forms part of this report.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
The Auditors' Report and Secretarial Auditors' Report does not contain anyqualifications reservations or adverse remarks.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of theCompany from the date of closure of financial year to the date of Board Report.
The Company has not availed loans from any Bank/ Financial Institutions during thefinancial year under review.
The Company has not accepted any fixed deposits during the year under review. As suchno amount of principal or interest was outstanding on the date of the Balance Sheet.
UNPAID / UNCLAIMED DIVIDEND
Dividend which are unclaimed for a period of 7 years have been transferred to InvestorEducation & Protection Fund (IEPF).
The Company has a proper and adequate system of internal control to ensure all theassets are safeguarded and protected against loss from unauthorized use or disposition andthe transactions are authorized regarded and reported correctly. The internal control issupplemented by an extensive program of internal audits review by management andprocedures. The internal control is designed to ensure that the financial and otherrecords are reliable for preparing financial statements and other data and formaintaining accountability of assets.
The Company's Internal Audit Department is regularly carrying out the Audit in allareas. Additionally the Audit committee is reviewing all Audit Reports with significantcontrol all issues raised by internal and external auditing regularly reports on thebusiness development all the past and the future plans are given to the Board ofDirectors Internal Auditor's reports are regularly circulated to all the seniormanagement to comply with the findings.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Additional information on conservation of energy technology absorption and foreignexchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 is given inAnnexure - D and forms part of this report.
During the year under review the Company has enjoyed cordial relationship with allsection of employees. The Company believes that the employees play a vital role inincreasing the turnover and profitability of the Company and the strength of the Companylie in harnessing the manpower in achieving sustained long-term growth in all spheres.
ENVIRONMENT & SAFETY MEASURES
Following the ISO Certifications of 9001 14001 and OHSAS 18001 the Company willcontinue taking all the necessary measures to maintain high standards of EnvironmentClean and Green Belt Water Harvesting Pollution Control Health and Safety Precautions.
Your Directors take this opportunity in expressing their gratitude to the Government ofIndia the State Government. The Board is also thankful to all its Bankers ContractorsCustomers and Shareholders for their unstinted support to the Company.
| ||For and on behalf of the Board |
| ||For ALUFLUORIDE LIMITED |
| ||VENKAT AKKINENI |
| ||Managing Director |
| ||DIN: 00013996 |
| ||A.V.V.S.S.CH.B. SEKHAR BABU |
|Hyderabad ||Director |
|17 August 2017 ||DIN:00692448 |