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Asahi Songwon Colors Ltd.

BSE: 532853 Sector: Industrials
NSE: ASAHISONG ISIN Code: INE228I01012
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OPEN 315.00
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VOLUME 2077
52-Week high 319.15
52-Week low 134.10
P/E 17.15
Mkt Cap.(Rs cr) 388.35
Buy Price 316.50
Buy Qty 71.00
Sell Price 317.30
Sell Qty 50.00
OPEN 315.00
CLOSE 312.40
VOLUME 2077
52-Week high 319.15
52-Week low 134.10
P/E 17.15
Mkt Cap.(Rs cr) 388.35
Buy Price 316.50
Buy Qty 71.00
Sell Price 317.30
Sell Qty 50.00

Asahi Songwon Colors Ltd. (ASAHISONG) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present their 26th Annual Report of the Company togetherwith the audited financial statement for the financial year ended March 31 2016.

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year ended March 31 2016 issummarized below:

(Rs. In Lac)

Particulars 2015-2016 2014-2015
Revenue from Operations (Net of Excise Duty) 22392.01 23953.44
Other Income 363.26 93.18
Total Income 22755.27 24046.62
Profit for the year before Finance Costs Depreciation Prior 4259.16 3681.01
Period adjustments Extra Ordinary Item and Taxation
Less : Finance Costs 449.49 478.18
Profit for the year before Depreciation Extra Ordinary Item and 3809.67 3202.83
Taxation
Less : Depreciation and Amortisation Expenses 671.00 606.60
Profit for the year before Prior Period Adjustments Extra 3138.67 2596.23
Ordinary Item and Taxation
Prior period adjustments (Expenses)/Incomes - 38.55
Profit for the year before Extra Ordinary Item and Taxation 3138.67 2634.78
Extra Ordinary Item - -
Profit for the year before Taxation 3138.67 2634.78
Less : Current Tax 919.73 806.10
Less : Deferred Tax 120.67 59.17
Net Profit for the year 2098.27 1769.51
Add: Balance brought forward from previous year 6726.52 5622.42
Surplus available for Appropriation 8824.79 7391.93
Appropriation:
General reserve 150.00 150.00
Final Dividend at Rs. Nil (Previous Year Rs. 3.50) per Equity - 429.53
Shares
Interim Dividend at Rs. 2.00 (Previous Year Rs. Nil) per Equity 245.45 -
Shares
Dividend Distribution Tax 49.97 85.88
Balance Carried to Balance Sheet 8379.37 6726.52
Total 8824.79 7391.93

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/ STATE OFCOMPANY’S AFFAIRS

a. General

During year 2015-16 the global economy continued to be uncertain characterized byweak growth in global output weakening commodity prices global trade and capital flows.Growth prospect of most of the developing countries remained gloomy. However Indianeconomy has shown sign of revival where inflation and fiscal deficit showed markedimprovement. b. Performance Review

During the year under review the Company earned a total income of Rs. 22755 laccompared to Rs. 24046 lac in the previous year.

The total sales of the Company stood at Rs. 22392 lac (Previous Year Rs. 23953 lac)The profit after tax (PAT) increased by 19 percent from Rs. 1770 lac to Rs. 2098 lac inthe previous year.

The financial year 2015-16 embarked upon visible improvement in operating profitmargins due to focused cost efficiency measures price discipline and low commodityprices. c. Exports

During the year under review the total exports value to Rs. 17636 lac compared to Rs.20533 lac during the previous year. Your Company is trying to locate new export marketsfor its products and see good potential for growth to the export business. d. CapitalExpenditure

The Company has carried out routine modernization and improvements in the plant andincurred a capital expenditure of Rs. 1481 lac in the year under review compared to Rs.1740 lac in the previous year.

DIVIDEND

The Company has already paid interim dividend @20% (Rupee 2.00 per share of face valueof Rs. 10/- each) on the fully paid up equity share capital of the Company as recommendedby the Board of Directors of the Company at its meeting held on March 14 2016 for theyear 2015-16.

Considering the capital requirement of the ongoing business expansion the Board ofDirectors of the Company do not recommend any final dividend on the equity shares and theinterim dividend declared is the dividend on equity shares of the Company for thefinancial year ended March 31 2016. The interim dividend declared and paid on equityshares including dividend tax thereon would result in an outflow of Rs. 295 Lac.

During the previous financial year the Company had paid a final dividend of Rs. 3.50per equity share.

TRANSFER TO RESERVE

Your Company proposes to transfer Rs. 150 lac (Previous Year Rs. 150 lac) to theGeneral Reserves. An amount of Rs. 8379 lac is proposed to be retained in the Statementof Profit and Loss.

SHARE CAPTIAL

a. Issue of equity Shares with di_erential rights

During the year under review there was no change in the Company’s issuedsubscribed and paid-up equity share capital. On March 31 2016 it stood at Rs. 1227.23Lacs divided into 12272262 equity shares of Rs. 10/- each. During the year under reviewno equity shares with di_erential rights as to dividend voting or otherwise where issued.b. Issue of sweat equity shares

The Company has not issued any sweat equity share during the year under review. c.Issue of employee stock options

The Company has not granted any Employee Stock Option within the meaning of section62(1) (b) of the Companies Act 2013 read with its Rules framed there under and respectiveSEBI Regulations.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review the Company does not have any subsidiaries jointventures and associate companies.

CHANGE IN THE COMPANY’S REGISTERED OFFICE

The Company’s Registered Office is now located at "Asahi House" 13Aaryans Corporate Park Nr. Shilaj Railway Crossing Thaltej - Shilaj Road ThaltejAhmedabad – 380 059 Gujarat with effect from March 26 2016.

FINANCE AND INSURANCE

The Company has been financed by State Bank of India for both working capital and termloans.

All assets and insurable interests of your Company including building plant andmachinery stocks vehicles stores and spares have been adequately insured againstvarious risks and perils.

CREDIT RATING

During the year CARE has reafirmed the rating assigned to the long-term facilities ofyour Company from CARE A+ [A Plus]. This rating is applicable to facilities having atenure of more than one year. Instruments with this rating are considered to have thehighest degree of safety regarding timely servicing of financial obligations.

CARE has also reafirmed the CARE A1+ [A One Plus] rating assigned to the short-termfacilities of your Company. This rating is applicable to facilities having a tenure uptoone year. Instruments with this rating are considered to have very strong degree of safetyregarding timely payment of financial obligations.

LISTING

The Equity shares of the Company continue to remain listed on BSE Limited and NationalStock Exchange of India Limited. The Company has paid the Annual Listing Fees to the saidStock Exchanges for the financial year 2016-17.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this Report.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars pertaining to conservation of energy technology absorption and 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 for the year ended March31 2016 are given as per "Annexure – A " forming part of this Report.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. The Company has in place amechanism to identify assess monitor and mitigate various risks to key businessobjectives. Many risks identified by the business and functions are systematicallyaddressed through mitigating actions on a continuing basis. The Board is of the opinionthat there are no identifiable risks which may threaten the existence of the Company.

FIXED DEPOSIT

During the year under review the Company has not accepted any fixed deposit frompublic under Section 73 of Companies Act 2013 and the Rules framed there under and noamount on account of principal or interest on deposits from public was outstanding as onMarch 31 2016.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial yearended March 31 2016.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofyour Company has constituted a Corporate Social Responsibility (‘CSR") Committeewhich is Chaired by Mrs. Paru M. Jaykrishna the Chairperson and Managing Director of theCompany the other members of the committee are Mr. Gaurang N. Shah and Dr. Pradeep Jhawho are independent directors of the Company. Your Company also has in place a CSR policyand the same is available on the website of the Company. The committee places before theBoard the details of the activities to be undertaken during the year. A detail report isattached as "Annexure – D" forming part of this report.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED ORHAVE RESIGNED DURING THE YEAR

Reappointment of Managing Directors

The Board of Directors of the Company subject to the approval of the members at theensuing Annual General Meeting has reappointed Mrs. Paru M. Jaykrishna as Chairperson andManaging Director of the Company and Mr. Gokul M. Jaykrishna as Joint Managing Director ofthe Company for further period of 5 (five) years w.e.f. August 1 2016 respectively.

During the year under review Mr. Munjal M. Jaykrishna resigned as Joint ManagingDirector of the Company w.e.f.

October 9 2015 however he shall continue as director of the Company.

Retirement by rotation

In accordance with the provisions of Section 152 (6) of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Munjal M. JaykrishnaNon-Executive Director of the Company will retire by rotation at the ensuing AnnualGeneral Meeting and being eligible o_ers himself for re-appointment. The Board recommendshis reappointment.

Declaration of independence

The Company has received declarations of independence as stipulated under section149(7) of the Companies Act 2013 and Regulation 16(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 from Independent Directors confirming thatthey are not disqualified from appointment/ continuing as an Independent Director.

Profile of Directors seeking appointment/ re-appointment

As required under Regulation 36 (3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 particulars of Directors seekingappointment/reappointment at the ensuing Annual General Meeting are annexed to the noticeconvening 26th Annual General Meeting.

Key Managerial Personnel

During the year under review Mr. Munjal M. Jaykrishna resigned as Joint ManagingDirector of the Company w.e.f. October 9 2015 however he shall continue as director ofthe Company.

The following persons are the Key Managerial Personnel:

1. Mrs. Paru M. Jaykrishna Chairperson and Managing Director

2. Mr. Gokul M. Jaykrishna Joint Managing Director

3. Mr. Chandravandan R. Raval General Manager Accounts & CFO and

4. Mr. Saji V. Joseph Company Secretary

Women Director

The Composition of the Board of Directors of the Company includes a women director viz.Mrs. Paru M. Jaykrishna. Accordingly the Company is in compliance with the requirement ofSection 149 (1) of the Companies Act 2013 read with Rule 3 of the Companies (Appointmentand Qualification of Directors) Rules 2014.

Board Evaluation

Pursuant to provisions of the Act and Rules made there under and as provided inSchedule IV to the Act and the Listing Regulations 2015 the Nomination and RemunerationCommittee has carried out the annual performance evaluation of itself the Directorsindividually as well as the evaluation of its committees. The manner in which theevaluation was carried out has been provided in the Corporate Governance Report which isa part of this Annual Report.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy on selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is attached herewith as per"Annexure – B" form part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) of the Companies Act 2013 your directors confirmthat;

(i) in the preparation of the annual financial statements for the year ended March 312016 the applicable accounting standards have been followed along with properexplanations relating to material departures if any;

(ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year as onMarch 31 2016 and of the profit or loss of 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 Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the directors have prepared the annual financial statements for the year endedMarch 31 2016 on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and

(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2015-2016 the Board of Directors of the Company met 6 (Six)times on May 19 2015 August 12 2015 October 9 2015 October 29 2015 January 252016 and March 14 2016.

Independent Directors’ Meeting

A separate Meeting of the Independent Directors of the Company was also held on March14 2016 whereat the prescribed items enumerated under Schedule IV to the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015were discussed.

AUDIT COMMITTEE

The Board has constituted an Audit Committee comprises of three members:

1. Mr. Gaurang N Shah - Independent Director and Chairman 2. Mr. R. K. Sukhdevsinhji -Independent Director 3. Dr. Pradeep Jha - Independent Director

As per the Section 177 (8) of the Companies Act 2013 the Board has accepted all therecommendations of the Audit Committee during the Financial Year 2015-16. Further detailson the Audit Committee are provided in the Corporate Governance Section of the AnnualReport.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirement set out by Securities Exchange Board ofIndia (SEBI). The report on Corporate Governance as stipulated under Listing Regulationsforms an integral part of this Report. The requisite certificate from the Auditors of theCompany confirming compliance with the conditions of Corporate Governance is attached tothe report on Corporate Governance as per "Annexure – H".

AUDITORS

a. Statutory Auditors

During the year under review casual vacancy of statutory auditors was created onaccount of change in their constitution/status of M/s. Trushit Chokshi & AssociatesChartered Accountants Ahmedabad from proprietorship firm to partnership firm. Howeverthere was no change in their registration number. Members at the Extra Ordinary GeneralMeeting held on August 22 2016 appointed M/s. Trushit Chokshi & Associates CharteredAccountants Ahmedabad (Firm Registration No.111072W) in the capacity has partnership firmas

Statutory Auditor of the Company from the conclusion of the Extra Ordinary GeneralMeeting until the conclusion of the ensuing Annual General Meeting of the Company.

On the recommendation of the Audit Committee M/s. Trushit Chokshi & AssociatesChartered Accountants Ahmedabad it is proposed to appointed them as Statutory auditors ofthe Company from the conclusion of the ensuing Annual General Meeting of the Company untilthe conclusion of the next Annual General Meeting of the Company.

The Company has received a letter to the effect that their re-appointment if madewould be within the prescribed limit under Section 139 (1) of the Companies Act 2013 andthat they are not disqualified for reappointment within the meaning of Section 141 of thesaid Act and rules framed thereunder.

As required under SEBI Listing Regulations the Auditors have also confirmed that theyhold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

The notes on financial statement referred to in the Auditor’s Report areself-explanatory and do not call for any further comments. The Statutory Auditors have notreported any incident of fraud to the Audit Committee of the Company in the year underreview.

The Auditors’ Report does not contain any qualification reservation or adverseremark on the financial statements for the year ended March 31 2016. Your Board ofDirectors recommends their appointment as Independent Auditors for the financial year2016-17. b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed thereunder Mr. Bipin L. Makawana Practising Company Secretarywas appointed as the Secretarial Auditors of the Company to carry out the secretarialaudit for the year ended March 31 2016.

SECRETARIAL AUDIT REPORT

A Report of the Secretarial Auditor is annexed with this Report as "Annexure– F" forming part of this Report. There were no qualifications reservations oradverse remarks made by Secretarial Auditors in their Report. c. Cost Auditors

During the year under review cost audit was not applicable to the Company.

EXTRACT OF THE ANNUAL RETURN

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3)of Section 92 of the

Companies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of annual return in Form No. MGT-9 forms part of this report as"Annexure - E".

AWARDS AND RECOGNITION

During the year under review Mrs. Paru M. Jaykrishna Chairperson and ManagingDirector of the Company was honoured with Entreprenunial Spirit Award -Woman Entrepreneur(Mid Corporate) organized by Dun & Bradstreet in association with Vyasa bank &S.M.E. Business Excellence Awards.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the financial year ended March 31 2016 no Loan under Section 186 of theCompanies Act 2013 was made by the Company.

Particulars of investment made during the period under review are provided in thefinancial statement (Please refer to Note. 11 to the financial statement). There were noloan given guarantees given and securities provided by the Company during the reportingperiod.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party transactions that were entered into during the financial year underreview were in ordinary course of business and were on arm’s length basis. There areno materially significant related party transactions made by the Company which may havepotential conflict of interest.

Further there were no material related party transactions which are not in ordinarycourse of business and are not on arm’s length basis and hence there are noinformation required to be provided under Section 134(3)(h) of the Companies Act 2013read with rule 8(2) of the Companies (Accounts) Rules 2014 in form AOC-2 and underSection 188(2) of the Companies Act 2013.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS

Your company has in place adequate internal control systems commensurate with the sizeof its operations. The internal control systems comprises of policies and procedureswhich are designed for safeguarding the assets optimal utilization of resources soundmanagement of company’s operations. These are continually reviewed by the Company tostrengthen the same wherever required. The internal control systems are supplemented byinternal audit carried out by an Independent Cost Accountant and periodical review bymanagement. The Audit Committee of the Board addresses issues if any raised by both theInternal Auditors and the Statutory Auditors.

Details in respect of adequacy of internal financial controls with reference to thefinancial statements are stated in Management Discussion and Analysis which forms part ofthis Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of the Company’s Code of Conduct or Ethics Policy. Whistle BlowerPolicy is disclosed on the website of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

EMPLOYEE RELATIONS

The industrial relations of the Company during the year continued to be cordial andamicable. Your Directors wish to place on record their sincere appreciation for thedevoted services of all the employees and workers of the Company.

PARTICULAURS OF EMPLOYEES

The information required pursuant to Section 197 of Companies Act 2013 read with Rule5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are annexed as per "Annexure – C".

CERTIFICATIONS

Your Company has ISO 14001:2004 certification and ISO 9001-2008 for quality managementsystem for plant at Vadodara.

MANAGEMENT’S DISCUSSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements)Regulation 2015 with the stock exchanges is presented in a separate section forming partof the Annual Report as per "Annexure- G".

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PRHIBITION& REDRESSAL) ACT 2013

The Company has in place a Policy on prevention of Sexual Harassment in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. During the year under review the Company had not received anycompliant.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As provided in Companies Act dividend amount which was due and payable and remainedunclaimed for a period of seven years has to be transferred to Investor Education &Protection Fund.

The Company has transferred an amount of Rs. 74173/- remaining unclaimed wastransferred to Investor Education and Protection Fund (IEPF) during the year.

ENVIRONMENT HEALTH AND SAFETY

The Company is committed to health and safety of its employees contractors andvisitors. We are compliant with all EHS Regulations stipulated under the Water (Preventionand Control of Pollution) Act The Air (Prevention and Control of Pollution) Act TheEnvironment Protection Act The Factories Act and Rules made there under. Safety andenvironmental standards are periodically reviewed and upgraded. The Company preserves inits e_orts to educate safe and environmentally accountable behavior in every employee aswell as its vendors.

The solid waste generated at the Works after treatment of its liquid e_uent is shiftedto a Gujarat Pollution Control Board (GPCB) approved site.

The Company has maintained a greenbelt around its sites as a part of its commitment toenvironment management.

The Company continues to demonstrate its commitment to a clean and safe environment.The state of the art e_uent treatment plant continues to run satisfactorily so that thetreated wastewater discharged is well within the stipulated norms set by GPCB. As a partof water conservation e_orts the Company has implemented suitable engineering solution toutilize recycled water as much as possible in cleaning gardening and other utilities.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance andcooperation received from the Government of India Government of Gujarat Electricitysupply companies and Bankers during the year under review.

The Company is thankful to the shareholders for reposing trust in the Company and theirunflinching enthusiasm and patronage.

For and on behalf of the Board of Directors
Place :Ahmedabad MRS. PARU M. JAYKRISHNA
Date: August 22 2016 Chairperson & Managing Director
DIN No. 00671721
Registered Office:
"Asahi House"
13 Aaryans Corporate Park
Nr. Shilaj Railway Crossing Thaltej – Shilaj Road
Thaltej Ahmedabad – 380 059 (India)
(CIN:L24222GJ1990PLC014789)