Your Directors have pleasure in presenting the 21st Annual Report together with theAudited Statement of Accounts of Asian Granito India Limited for the year ended 31stMarch 2016.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
(Rs. in Lacs)
| ||Standalone ||Consolidated |
| ||Year Ended 31st March 2016 ||Year Ended 31st March 2015 ||Year Ended 31st March 2016 ||Year Ended 31st March 2015 |
|Gross Turnover and other receipts ||95549.80 ||90784.33 ||108561.40 ||93062.67 |
|Profit / (Loss) before Interest and Depreciation ||7106.03 ||6136.82 ||9167.50 ||6072.53 |
|Less: Interest ||2375.23 ||2232.85 ||2911.10 ||2271.01 |
|Profit/(Loss) Before Depreciation ||4730.80 ||3903.97 ||6256.40 ||3801.53 |
|Less: Depreciation ||2122.30 ||1901.59 ||2754.91 ||1910.26 |
|Profit /(Loss) Before Tax ||2608.50 ||2002.38 ||3501.49 ||1891.27 |
|Less: Provision for taxation ||715.30 ||555.63 ||1127.09 ||559.54 |
|Add : Share of net profit of Associates ||- ||- ||217.76 ||148.12 |
|Less : Minority interest ||- ||- ||166.26 ||- |
|Profit /(Loss) After Tax ||1893.20 ||1446.75 ||2425.90 ||1479.85 |
|Balance brought forward from previous year ||18978.44 ||17573.20 ||18518.00 ||17079.66 |
|Balance carried to Balance Sheet ||21540.57 ||18978.44 ||21584.22 ||18518.00 |
Your Directors do not recommend payment of any dividend for the financial year ended31st March 2016 in order to conserve the resources of the Company. The Company willretain the earnings for use in the future operations & projects and strive to increasethe net worth of stakeholders of the Company.
3. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
The Report on Management Discussion and Analysis Report as required under the SEBIListing Regulations is included in this Annual Report.
4. SHARE CAPITAL
Pursuant to order of Honble High Court of Gujarat dated 16th June 2016 inrespect of the Scheme of Amalgamation of Artistique Ceramics Private Limited with yourCompany which was effective from 1st July 2015 your Company issued and allotted 75.05Lacs equity shares of Rs. 10 to the eligible shareholders of ACPL post which the paid upcapital of the Company increased to Rs. 30.08 Crores.
5. CORPORATE GOVERNANCE
During the year pursuant to SEBI (Listing Obligations and Disclosures Requirement)Regulations 2015 the Company has complied with applicable provision of CorporateGovernance and a separate report of Corporate Governance is included as a part of AnnualReport along with requisite certificate from M/s. A.L. Thakkar & Co. CharteredAccountants confirming compliance with the conditions of Corporate Governance is attachedto the Report on Corporate Governance.
6. FIXED DEPOSITS:
Your Company has not accepted any deposits from the public within the meaning ofSection 73 and 74 of the Companies Act 2013 and read with the Companies (Acceptance ofDeposits) Rules 2014 for the year ended 31st March 2016.
7. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of section 134(5) of the Act 2013 with respect toDirectors Responsibility Statement it is hereby stated:-
a) that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for the year ended on thatdate;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual financial statements for the year ended 31st March 2016 have beenprepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
8. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
During the Financial year under review pursuant to Scheme of Arrangement in nature ofAmalgamation between M/s Artistique Ceramics Private Limited and M/s Asian Granito IndiaLimited and their respective shareholders and creditors under Section 391-394 of theCompanies Act 1956 as approved by the Honble High Court of Gujarat vide its orderdated 16th June 2016 Asian Granito India Limited has acquired 99.99% holding in KediyaCeramic 70% holding in Crystal Ceramic Industries Private Limited through Kediya Ceramicand 94.20% holding of Amazon Ceramics Limited as a result they have become subsidiaries ofthe Company. During the year under review none of the Companies ceased to be theSubsidiary Company.
A detailed report on performance and financial position of each of the subsidiaries asper the Companies Act 2013 is provided in Form AOC-1 as Annexure- A.
9. CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements of the company are prepared in accordance withthe provisions of section 129 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 and under the SEBI (LODR) Regulations 2015 and forms the part ofthis Annual Report.
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Kanubhai Patel (DIN:00386852) Executive Director willretire by rotation at the ensuing Annual General Meeting and is eligible forre-appointment.
All Independent Directors (IDs) have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Thedetails terms of appointment of IDs are disclosed on the companys website withfollowing link http://aglasiangranito.com/index.php/ investor-relation
None of the Directors has resigned during the year under review.
11.RELATED PARTY TRANSACTIONS:
For all related party transactions prior omnibus approval of the Audit Committee isobtained on a yearly basis for the transactions which are of a foreseen and repetitivenature and such approval is in the interest of the Company. The transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval. All related parties transactions are disclosed in notenumber 48 to the financial statements. Material related party transactions withsubsidiaries which are at arms length price are disclosed in form AOC-2 annexed asAnnexure- B
The Related Party Transactions Policy as approved by the Board is uploaded on theCompanys website i.e. https:// www.aglasiangranito.com/investor-relation
12.MEETINGS OF THE BOARD:
During the year eight Board Meetings and one Independent Directors meeting wereheld. The provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015 were adheredto while considering the time gap between two meetings. Details of the number of BoardMeetings held during the year forms part of the Corporate Governance Report.
13.CORPORATE SOCIAL RESPONSIBILITY:
In compliance with the requirements of section 135 of the Companies Act 2013 thecompany has laid down a CSR policy. The contributions in this regard have been also madeto the registered trust Asian Institute of Technology which is providing technicaleducation to poor people who are residing nearby our factory premises located at IdarCity. The composition of the committee contents of CSR policy and report on CSRactivities carried out during the financial year ended 31st March 2016 in the formatprescribed under Rule 9 of the Companies (Accounts) Rules 2014 is annexed herewith asAnnexure C which forms part of this report.
14.BOARD PERFORMANCE EVALUATION:
Pursuant to the provisions of companies Act 2013 and SEBI Listing regulations theBoard has carried out annual performance evaluation of its own performance the Directorsindividually as well the evaluation of the working of the Board and its Committees i.eAudit Committee Nomination and Remuneration Committee and Stakeholders GrievancesCommittee by the way of individual and collective feedback from Directors. The evaluationmanner has been carried out and has been explained in the Corporate Governance Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. Details of Remuneration under Section 197(12) of the Companies Act 2013 anddetails required under Rule 5(1) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 are also stated in Annexure - D which forms part of thisreport.
A) STATUTORY AUDITORS
M/s. A. L. Thakkar and Co. (Firm Reg. No. 120116W) Chartered Accountants theStatutory Auditors of the Company would retire at the ensuing Annual General Meeting .They have confirmed their eligibility under section 139 and 141 of the Companies Act 2013and willingness for re-appointment as Statutory Auditors of the Company.
The Board of Directors recommends the re-appointment of M/s. A. L. Thakkar & Co.(Firm Reg. No. 1200116W) as Statutory Auditors from the conclusion of ensuing AnnualGeneral Meeting till the conclusion of next Annual General Meeting.
The report given by the Statutory Auditors on the financial statements of the Companyis a part of the Annual Report. There has been no qualification reservation adverseremark or disclaimer given by the Auditors in their report. There were no frauds reportedby the auditors under sub section 12 of section 143 of the Companies Act 2013.
B) SECRETARIAL AUDITORS:
The Secretarial Audit Report of M/s. Shilpi Thapar & Associates CompanySecretaries for the financial year ended 31st March 2016 is annexed as Annexure E. TheSecretarial Audit Report does not contain any major qualification reservations or adverseremarks.
17.EXTRACT OF ANNUAL RETURN
The extract of Annual Return required under Section 134(3) (a) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 inForm MGT-9 forms part of Annual Report as Annexure -F
18.PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS:
Details of Loans granted Guarantees given and Investments made during the year underreview covered under the provisions of Section 186 of the Companies Act 2013 are givenin the notes to the Financial Statements.
19.ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure G
The Composition of Audit Committee is disclosed in the Corporate Governance Report. Allthe recommendations made by the Audit Committee were accepted by the Board.
Pursuant to the provisions of section 177(9) & (10) of the Companies Act2013 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015a Vigil Mechanism or Whistle Blower Policy for directors employees and otherstakeholders to report genuine concerns has been established. The same is uploaded on thewebsite of the company https://www.aglasiangranito.com/ investor-relation
22.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013
The Company has in place a prevention of sexual harassment policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013.
Internal Complaints Committee has been set up to redress complaints received regardingsexual harassment. All employees (permanent contractual temporary trainees) are coveredunder this policy. We have not received any sexual harassment complaints during the year2015-16.
23.PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is attached as Annexure - H which forms part of this report.
The Company has formalised Risk management system by formulating and adopting RiskManagement Policy to identify evaluate monitor and minimized the identifiable businessrisk in the Organisation. This is an ongoing process and the Audit Committee periodicallyreviews all the risk and suggests the necessary steps to mitigate the risk if any whichmay threaten the existence of the Company.
There is no such risk which in the opinion of the Board may threaten the existence ofthe Company.
25.INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of Internal Controls which are detailed in theManagement Discussion and Analysis Report.
There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2016. Further it ishereby confirmed that there has been no change in the nature of business of the Company.
27.LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 532888 and on National Stock Exchange of India Limited (NSE) with scrip code ofASIANTILES. The Company confirms that the annual listing fees to both the stock exchangesfor the financial year 2015-16 have been paid.
28.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
Your Directors thanks all Customers Investors Vendors Bankers Auditors Consultantsand Advisors for their continued support during the year under review. We also place onrecord our appreciation of the contributions of employees at all levels. Your Directorsthanks Governments of various countries where we have our operations especially Governmentof India and its various Ministries. Your Directors looks forward for their continuedsupport in the future for the consistent growth of the Company.
| ||For and on behalf of |
| ||The Board of Directors |
| ||Kamleshbhai B. Patel |
|Place: Ahmedabad ||Chairman and Managing Director |
|Date: 11/08/2016 ||DIN: 00229700 |