Aunde India Ltd.
|BSE: 532459||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE207D01017|
|BSE LIVE 15:40 | 15 Dec||63.05||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Aunde India Ltd. (AUNDEINDIA) - Director Report
Company director report
Your Directors are pleased to present the 19th Annual Report and the Audited Accountsfor the year ended 31st March 2016.
1. FINANCIAL HIGHLIGHTS
2. PERFORMANCE HIGHLIGHTS:
The Company's total revenue from operations stood at Rs. 12495.83 Lacs and the revenuefor previous year (9 months ended) was at Rs. 8081.52 Lacs The revenue from operationcomprises of Domestic Sales of Rs. 13018.29 Lacs and ExportsRs. 934.52 Lacs. The Companyearned Profit before Interest Tax Depreciation & Amortization Finance CostandExceptional Items ofRs. 693.33 Lacs and profit after tax ofRs. 170.72 Lacs as compared toLoss of Rs. 481.77 for the year ended 31.03.2015 (9 months).
The Company is into manufacturing of specialized Car seat fabric and supplies fabric toOEM's like Maruti Suzuki Ford India Hyundai Mahindra & Mahindra and Honda Motors.AUNDE India holds a significant place in the Indian technical textile industry as thereare fewer players in the technical textile segment and especially in car seat fabricmanufacturing. The Company currently holds appx. 31% of the total Indian Automotive Fabricmarket and is striving to capture 45% of the market share by 2019.
The long term association with Aunde Global Group has enabled the Company to reap thebenefits in the area of manufacturing innovative products. AUNDE India has various tie upswith other members of the Group like Aunde Italy for catering to Fiat India AundeAustralia for catering to Ford India and Aunde Brazil for catering to GM Motors. Onaccount of the strong foothold of the Company in the Market its innovative and improveddesigns and persistent efforts made by the development team and Company's marketing teamthe Company was able to achieve higher sales during the year.
3. CHANGE IN THE NATURE OF THE BUSINESS
There were no changes in the nature of business during the year under review asprescribed in Rule 8 of the Companies (Accounts) Rules 2014.
In order to conserve the resources of the Company the Board of Directors are notrecommending any dividend for the Financial Year.
5. DETAILS OF BOARD MEETINGS:
During the year under review the Company has conducted 6 (Six) Board Meetings on 9thJune 201512th August 201529th August 201510th November 201521st December 2015 and21st January 2016.
Mr. Rolf Konigs Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offers himself for re-appointment.
Mr. Bheemanna B. Chikkerur was appointed as an Additional Director of the Company bythe Board of Directors at their meeting held on 21st December 2015 and offers himself tobe appointed as Director at this AGM.
The Board recommends theirappointment.
The details of Committees of Board of Directors are provided in the CorporateGovernance Report.
7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGSAND OUTGOINGS
The information as required under Section 134(3)(m)ofThe Companies Act 2013 read withRule 8(3) of The Companies (Accounts) Rules 2014 with respect to conservation of energytechnology absorption and foreign exchange earnings is annexed to this report as AnnexureI.
8. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
A separate section on Corporate Governance is included in the Annual Report as AnnexureII and the Certificate from M/s. Sanjay Dholakia & Associates Practicing CompanySecretaries confirming the compliance of conditions on Corporate Governance as stipulatedin SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (previouslyClause 49 of the Listing Agreement) is enclosed to the Corporate Governance Report.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT ECONOMY OVERVIEW
India has registered a steady pace of economic growth in Fiscal Year 2016.Additionally macroeconomic parameters such as inflation fiscal deficit and currentaccount balance have exhibited distinct signs of improvement. Wholesale price inflationhas been in negative territory for more than a year and the allimportant consumer priceinflation has declined to nearly half of what it was a few years ago. However weak growthin advanced and emerging economies has taken its toll on India's exports. Neverthelesstrade and current account deficits have improved due to relatively lower prices for crudeoil which is imported by India. Growth in agriculture has slackened due to two successiveyears of less than-normal monsoon rains. The rupee has depreciated with respect to the USdollar like several other currencies in the world.
Technical Textiles are defined as Textile material and products manufactured primarilyfor their technical
performance and functional properties rather than aesthetic and decorativecharacteristics. Technical textile broadly refers to woven / knitted and non-woven clothesmade for technical applications.
There has been a sharp increase in the global demand for Technical Textiles in variousareas namely Meditech Buildtech Mobiltech Protech Hometech Sporttech PacktechGeotech etc. The automotive textile industry the Company's core business sector which isalso known as mobiltech segment depends largely on the growth of the automotive sector inIndia which has been brisk in recent years. India's mobiltech segment is hence expectedto grow at a rate of 17% to US$ 1870 Million by 2016-17 as per estimates of the WorkingGroup on Textiles and Jute Industry Ministry of Textiles Government of India.
COMPANY OVERVIEW AND OUTLOOK
The Company achieved a turnover ofRs. 125 Crores for FY15-16 registering a growth of11%. The Company at present holds a significant place in the Indian Automobile Industryand Aunde has successfully showcased its new technologies and innovations in offering tothe OEM's like Maruti Suzuki Renault Nissan Honda Mahindra & Mahindra Volkswagen& TATAs and was reciprocated with an overwhelming response and some of thesetechnologies already hold a place in future programs. With the technologically advance andinnovative products Aunde has created a new prospect in upcoming opportunities with OEM'swith their upcoming projects.
OPPORTUNITIES AND CHALLENGES
Government has taken some measures in FY 2015-16 to improve the competitiveness ofIndian textile exports such as:
Approved an Amended Technology Upgradation Fund Scheme (A-TUFS) in place of theexisting Revised Restructured TUFS for technology upgradation of the textiles industrysupporting CAPEX spends.
Focus on setting up of integrated textile parks and 'Make In India' mission.
Completion of review of National Textile Policy 2000 and expected announcementof new National Textile Policy in 2016.
The new National Textile Policy will aim to achieve exports of US$ 300 billion by2024-25 and create additional 35 million jobs in the sector. Free Trade Agreements (FTAs)between India and major markets such as Europe US China Australia Canada etc. orrelevant sectoral agreements can be a major growth driver for the industry by grantingfavorable duty structure for Indian textile products. Similarly bilateral/multilateraltrade agreements between groups of countries for e.g. Trans-Pacific Partnership (TPP)could potentially harm the Indian textile exports in some segments.
The Company is strategically strong to seize any new opportunities in the automotivetextile market. The management has taken into account the declining tends in theautomobile industry and pressure on the YOY sales and margins. The implementation of costeffective measures have been helped the company to remain competitive in the Market.However the increased cost of raw materials labour and other resources have affectedcompanies sales growth and profitability.
The management is well equiped to address the threats & challenges of theautomobile textile industry with its experienced personnel technologically innovativeproducts & reputed clientele.
HUMAN RESOURSES/ INDUSTRIAL RELATIONS
Aunde India Limited believes that people are its most valued resource and theirefficiency plays a key role in achieving set goals and building a competitive workenvironment. Aproductive and innovative workplace has
been and will continue to remain a key requirement for successful business performancein the Company's perspective. We strive to provide great place to work to our peoplethrough challenging and learning environment.
POLLUTION AND ENVIRONMENTAL CONTROLS
Company believes that profitability not only depends on the actual profit but also thebenefit derived by the community through the activities of the Company. Aunde IndiaLimited is conscious of the vulnerability and the essence of a healthy and clearenvironmental surrounding. The Company has framed a policy for securing the quality ofenvironment and requires its stakeholders to adhere to such policy.
The Company has not transferred any amount to reserves in current Financial Year.
The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 or under Chapter Vof the Companies Act 2013.
12. NOMINATION AND REMUNERATION COMMITTEE POLICY
The Company has constituted Nomination and Remuneration Committee pursuant to Section178(1) of the Companies Act 2013 and Clause 19 of SEBI (LODR) Regulations 2015 and hasdefined the policy on Director's appointment and payment of remuneration includingcriteria for determining qualifications positive attributes independence of Directorsetc. The policy is available on the website of the company at
13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company's management is responsible for establishing and maintaining an adequatesystem of internal financial control over financial reporting. The Company has in placeadequate systems of internal control commensurate with its size and the nature of itsoperations. These have been designed to provide reasonable assurance with regard torecording and providing reliable financial and operational information complying withapplicable statutes safeguarding assets from unauthorized use or losses excludingtransaction with proper authorization and ensuring compliance of corporate policies.
14. INDIAN ACCOUNTING STANDARD (INDAS)
The Indian Accounting Standards (INDAS) were notified by the Ministry of CorporateAffairs on February 16 2015. These standards will become applicable to the Company witheffect from 1st April 2017 with comparatives for the previous year ending 31st March2016. Your Company has taken adequate steps in this regard to ensure a smooth transitionto INDAS.
15. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief according to the information and explanationsobtained by them Board of Directors of the Company makes the following statements interms of Section 134(3)(c) of the Companies Act 2013:
(i) 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;
(ii) that such accounting policies as mentioned in Notes to Financial Statements havebeen selected and applied consistently and made judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 312016 and of the profit of the Company for the year ended onthat date;
(iii) that 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) that the Annual Financial Statements have been prepared on a going concern basis;
(v) that the proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
16. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE
Aunde Achter & Ebels GmbH Germany is the JV partner of the Company and is holding42.82 % shares of the Company.
17. SIGNIFICANT MATERIAL ORDER PASSED BY 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.
18. RISK MANAGEMENT POLICY
The Company has framed a Risk Management Policy which was approved by the Boardpursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (previously Clause 49 of the Listing Agreement). There is a continuousprocess for identifying evaluating and managing significant risks faced through a riskmanagement process designed to identify the key risks faced by the Company. Risks wouldinclude significant weakening in demand from core-end markets inflation uncertainties andany adverse regulatory developments etc. During the period a risk analysis and assessmentwas conducted and no major risks were noticed.
19. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:
As required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time details of Remuneration to Directors and Key Managerial Personnel isprovided in Form MGT-9 annexed to this Report.
The Company has no employee who- (i) if employed throughout the Financial Year was inreceipt of remuneration in aggregate more than Rs. 60 Lacs or (ii) if employed for partof the Financial Year was in receipt of remuneration in aggregate more than Rs. 5 Lacsper month. Hence the information required to be given pursuant to the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from timeto time is not applicable to the Company.
20. CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR)
The Company does not fulfill any criteria provided under Sub-section 1 of Section 135of the Companies Act 2013 hence the Company has not carried out any CSR activities.
21. ANNUAL PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions ofthe Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Committee Nomination & RemunerationCommittee and Stakeholders Relationship Committee.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects ofthe Boards functioning such asadequacy ofthe composition ofthe Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman ofthe Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest oftheCompany and its minority shareholders etc. The performance evaluation ofthe IndependentDirectors was carried out by the entire Board. The performance evaluation ofthe Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance ofthe Secretarial Department.
22. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149 (6) ofthe Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
23. FAMILIARIZATION PROGRAMME FORTHE INDEPENDENT DIRECTORS
Pursuant to the SEBI Regulations the Company has worked out a familiarizationprogramme for the Independent Directors with a view to familiarize them with their rolerights and responsibilities in the Company nature of industry in which the Companyoperates business model ofthe Company etc.
The policy for familiarization programme for the Independent Directors is available onthe website of the Companywww.aundeindia.com.
24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has framed Whistleblower Policy and has established the necessary VigilMechanism as defined under Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for Directors and employees to report concerns aboutunethical behavior. No person has been denied access to the Chairman of the auditcommittee. The said policy has been posted on the website of the Companyat
25. STATUTORY AUDITORS
M/s. Majibail & Co. Chartered Accountants Mumbai (Firm Rgn. No. 105870W) beingeligible offer themselves for re-appointment. M/s. Majibail & Co. has confirmed thatthe appointment will be within the prescribed limits specified in Section 139 oftheCompanies Act 2013. Members are requested to appoint the auditors.
26. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Sanjay Dholakia & Associates Practicing Company Secretaries(Membership No. 2655 C.P. No. 1798) to undertake Secretarial Audit. The Report is annexedherewith asAnnexure III.
27. OBSERVATIONS-AUDITORS SECRETARIAL AUDITOR
Secretarial Auditor: As mentioned in the report the Company was required to appoint aChief Financial Officer (CFO as KMP) a Woman Director and an Independent Director on theBoard. Your Directors would like to inform you that the Company has appointed Mrs.GurinderKaurKalsias Directoron 12th August 2015 in compliance with provisions. SimilarlyCompany is also in process of appointing Chief Financial Officer and IndependentDirectoron the Board of the Company.
28. RELATED PARTY TRANSACTIONS
All transactions entered into with related party during the Financial Year as definedunder Section 188(3) of the Companies Act 2013 and Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 were in the ordinary course ofbusiness and on arm's length pricing basis and do not attract the provisions of Section188 of the Companies Act 2013. There were no materially significant transactions withrelated parties during the Financial Year which were in conflict with the interest of theCompany.
All Related Party Transactions are approved by Audit Committee. Prior omnibus approvalis obtained from the Audit Committee in respect of the transactions which are repetitivein nature. The transactions entered into pursuant to omnibus approval so granted arereviewed on a quarterly basis by the Audit Committee.
Suitable disclosure as required by the Accounting Standards (AS 18) has been made inthe notes to the Financial Statements. The Company has proposed to take approval ofMembers regarding Related Party Transactions propose to be enter into with related partiesin next financial year through Ordinary Resolution.
The policy on Related Party Transactions as approved by the Board is available on thewebsite of the Company. The same can be accessed on www.aundeindia.com.
None of the transactions with related parties falls under the scope of section 188(1)of the Companies Act
2013. Information on transactions with related parties pursuant to section134(3)(h)oftheAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are givenasAnnexure IV in FormAOC-2 and the same forms part of this report.
29. EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form No. MGT -9 as provided under sub-section (3) ofSection 92 of the Companies Act 2013 annexed to the Boards' report as Annexure V.
30. COST RECORDS AND AUDIT
Pursuant to the directives of the Central Government under the provisions of Section148(1) of Companies Act 2013 Company has maintained cost records and included the samein Books ofAccounts.
The Company does not fulfill the criterias mentioned in Rule 4 of Companies (costrecords and audit) Rules
2014 and hence Cost Audit is not applicable for the Financial year 2015-16.
Your Directors wish to place on record their appreciation for the co-operation extendedby all the employees Bankers Financial Institutions various State and CentralGovernment authorities and Stakeholders.