Your Directors are presenting the 18th Annual Report for the Financial Period 2014-15of your Company and the Audited Accounts for the Financial Period ended 31st March 2015.
1. FINANCIALS :
(Rs in Lacs)
|Particulars ||For the period ended 31.03.2015 (9 Months) ||For the year ended 30.06.2014 |
|Revenue from Operations ||8912.27 ||14913.32 |
|Less: Excise duty on domestic sale ||830.94 ||1418.37 |
|Revenue from operations (net) ||8081.33 ||13494.95 |
|Other Income ||72.43 ||120.07 |
|Profit before InterestTaxDepreciation & Amortization finance cost and exceptional items ||303.21 ||1177.62 |
|Finance Cost/ Interest ||628.02 ||883.16 |
|Depreciation & amortization expenses ||313.96 ||411.20 |
|Exceptional Items ||90.05 ||- |
|Profit / (Loss) before taxation ||(728.82) ||(116.74) |
|Provision for taxation (incl. deferred tax) ||(247.05) ||20.96 |
|Profit/ (Loss) for the year carried to Balance Sheet ||(481.77) ||(137.70) |
2. HIGHLIGHTS OF PERFORMANCE:
During the period under review the Companys revenue from operations stood atRs 8081.33 Lacs (9 Months) as against Rs 13494.95 Lacs in the previous year. TheOperational revenue Rs 8912.27 lacs of the Company is earned through domestic sales of Rs7167.47 Lacs and Export Sales of Rs 1744.80 Lacs. The Company has suffered a Net Loss ofRs 481.77 Lacs as compared to the Loss of Rs 137.70 Lacs during the previous accountingyear.
Reasons for underperformance:
Cost of materials increased in FY 2015 majorly due to non-pass through of rise in priceof raw materials to the end customers. Write off of obsolete inventory on account ofphasing off of car models also had an impact on the profitability.
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(2) of the Companies (Accounts) Rules2014.
Due to financial losses your Board of Directors has not recommended any dividend forthe year.
The Company has not transferred any amount to reserves due to losses in currentfinancial year.
6. CHANGE IN THE FINANCIAL YEAR:
The Company has changed its financial year from 1st July - 30th June to 1st July - 31stMarch and from next financial year 1st April - 31st March pursuant to Second Proviso ofSection 2(41) of the Companies Act 2013. As per Second Proviso of Section 2(41) allcompanies whos financial year is not in accordance with Section 2(41) of CompaniesAct 2013 shall within a period of 2 years from commencement of the Act align itsfinancial year as per the provisions of Section 2(41) of Companies Act 2014.
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 V of the Companies Act 2013.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate section on Management Discussion and Analysis is included in this AnnualReport.
9. CORPORATE GOVERNANACE AND SHAREHOLDERS INFORMATION
A separate section on Corporate Governance is included in the Annual Report and theCertificate from the Companys auditors confirming the compliance of conditions onCorporate Governance as stipulated in Clause 49 of the Listing Agreement with the StockExchange(s) forms part of this Annual Report.
10. DETAILS OF BOARD MEETINGS:
During the period under review the Company has conducted 5 (Five) Board Meetings on30th August 2014 14th September 2014 28th October 2014 13th February 2015 and 27thFebruary 2015.
Mr. Ajay Anand Managing Director of the Company retires by rotation at the ensuingAnnual General Meeting of the Company and being eligible offers himself forre-appointment.
12. REMUNERATION COMMITTEE POLICY
The Company has constituted Remuneration Committee pursuant to Section 178(1) of theCompanies Act 2013 and has defined the policy on Directors appointment and paymentof remuneration including criteria for determining qualifications positive attributesindependence of a Director.
13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Companys management is responsible for establishing and maintaining anadequate system of internal financial control over financial reporting. The Company has inplace adequate systems of internal control commensurate with its size and the nature ofits operations. 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. 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:
(a) that in the preparation of annual financial statements for the period ended March312015 the applicable accounting standards have been followed alongwith properexplanation relating to material departures if any;
(b) that such accounting policies have been selected by directors and appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of the Companys affairs as at March 312015 and of the loss of the Company for the period ended March 31 2015;
(c) that proper and sufficient care has been taken for the maintenance of the 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 have been prepared 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 werein place and were adequate and operating effectively.
15. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE
Aunde Achter & Ebels GmbH (Germany) are the JV partner of the Company and isholding 42.82% shares of the Company.
16. 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 herewith the Boards report.
17. SECRETARIAL AUDIT
As required under Section 203 of the Companies Act 2013 Secretarial Audit Report asobtained from M/s. Sanjay Dholakia & Associates Practising Company Secretary isannexed and forms part of the Boards Report.
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS
The information as required under Section 134(3)(m) of The Companies Act 2013 readwith Rule 8(3) of The Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption and foreign exchange earnings is Annexed to this report.
19. 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.
20. RISK MANAGEMENT POLICY
The Company has framed a Risk management policy which was approved by the Boardpursuant to the requirement of clause 49 of the Equity Listing Agreement. There is acontinuous process for identifying evaluating and managing significant risks facedthrough a risk management process designed to identify the key risks faced by the Company. Risks would include significant weakening in demand from core-end markets inflationuncertainties and any adverse regulatory developments etc. During the period a riskanalysis and assessment was conducted and no major risks were noticed.
21. CORPORATE SOCIAL RESPONSIBILITY
The Clause is not applicable to the Company as the Company is not having profits in thecurrent accounting period and the profit for previous accounting years was less then Rs5.00 Cr.
22. RELATED PARTY TRANSACTION
All transactions entered into with related party as defined under Section 188(3) of theCompanies Act 2013 and Clause 49 of the Listing agreement during the financial periodwere in the ordinary course of business and at an arms length pricing basis and do notattract the provisions of Section 188 of the Companies Act 2013. There were no materiallysignificant transactions with related parties during the financial year which were inconflict with the interest of the Company. Suitable disclosure as required by theAccounting Standards (AS18) has been made in the notes to the Financial Statements.
23. ANNUAL BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance its Committees and Directors individually.
24. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director of theCompany viz. Mr. Kapil Sethi and Mr. R. J. Avadhani that they meet the criteria of theirIndependence as laid down in Section 146(6) of the Companies Act 2013.
M/s. Majibail & Company Chartered Accountants Mumbai ( Firm Reg. No.105970W)being eligible offer themselves for re-appointment. M/s. Majibail & Company hasconfirmed that in case they are reappointed it will be within the prescribed limitsspecified in Section 139 of the Companies Act 2013. Members are requested to appoint theauditors.
26. OBSERVATIONS AUDITOR & SECRETARIAL AUDITOR
There are no qualifications contained in the Auditors Report and therefore there areno further explanations to be provided for in this Report.
As mentioned in the report the Company was required to appoint a Chief FinancialOfficer(CFO as KMP) and Women Director on the Board. Your Directors want to inform thatthe Company is still in the process of appointing the same.
27. COST RECORDS
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 the Books of Accounts.
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.
| ||For and on behalf of the Board |
| ||FOR AUNDE INDIA LIMITED |
|Place : Mumbai || |
|Date : 9th June 2015 ||Ajay Anand |
| ||Chairman & Managing Director |
ANNEXURE TO THE DIRECTORS REPORT
Statement Pursuant to Section 134 (3) of the Companies Act 2013 read with Rule 8(3) ofChapter IX of Companies (Accounts) Rules 2014.
a. Research & Development
(i) Specific area in which R & D is carried out by the Company:
- Introduction of New Products and Improving the Processes of existing products.
- Making new Designs acceptable to international customers.
(ii) Benefits derived as a result of R & D activities:
- Product Range Extension
- Improvement of Quality and yield
- Cost reduction leading to competitiveness
- Development of Various Designs as well as new products with high standard ininternational market.
- Reduction in Cost and Time cycle better effluent management and utilizing onlyindigenous products for offering finished products in export market.
- Reduction in Cost and Time cycle better effluent management.
(iii) Future Plan of Action
- Development of Products for indigenous market.
- Substitute Development of new designs for Export of high value products which arecurrently imported.
- Expanding the market by going in for diversification in the home product range.
- Developing new products range to have edge over others with high standards of qualityand unique design to compete with other indigenous manufacturers to improve the exportturnover base.
b. Conversation of Energy
|A. (i) Electricity ||For the period ended ||For the year ended |
| ||March 31st |
|June 30th 2014 |
| ||(9 Months) || |
|A) Purchased || || |
|Units (in Lacs) ||22.07 ||33.87 |
|Total Cost (Rs in Lacs) || || |
| ||100.88 ||158.06 |
|Rate Per Unit (Rs) ||4.57 ||4.67 |
|B) Own Generation (Through DG Set) || || |
|Units (in Lacs) ||0.43 ||0.75 |
|Total Cost (Rs in Lacs) ||5.9 ||14.64 |
|Rate Per Unit (Rs) ||13.66 ||19.62 |
|(ii) Coal Firewood Rice Husk etc. ||NIL ||NIL |
|in Lacs) ||106.78 ||172.70 |
|Total Cost (Rs || || |
|Foreign Excahnge Earnings and Outgo (Rs in Lacs) || || |
|Total Foreign Exchange Earnings Earned ||1581.00 ||219148 |
|Total Foreign Exchange Used ||9.15 ||205.29 |