Deep Industries Limited
Your Directors have pleasure in presenting 26th Annual Report together withthe audited financial statements of your Company for the Financial Year ended 31stMarch 2016.
FINANCIAL PERFORMANCE SUMMARY:
|Particulars || |
| ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Sales/ Income from Operation ||16907.17 ||10125.27 ||16914.67 ||10125.77 |
|Other Income ||86.47 ||132.35 ||86.65 ||132.65 |
|Expenditure ||7291.16 ||4626.22 ||7291.05 ||4630.61 |
|Profit Before Interest and Depreciation ||9702.48 ||5631.40 ||9710.27 ||5627.81 |
|Less: Interest ||1502.57 ||1076.59 ||1503.28 ||1076.69 |
|Profit Before Depreciation ||8199.91 ||4554.81 ||8206.99 ||4551.12 |
|Less: Depreciation ||2042.05 ||1214.80 ||2042.05 ||1214.80 |
|Profit Before Tax ||6157.86 ||3340.01 ||6164.94 ||3336.32 |
|Less: Provision for: Current Taxation ||1290.69 ||700.08 ||1292.19 ||700.07 |
|(Excess)/Short Provision of Taxation ||(5.82) ||(36.48) ||(5.82) ||(36.48) |
|Deferred Taxation ||783.40 ||549.36 ||783.31 ||549.35 |
|Net Profit ||4089.59 ||2127.07 ||4095.27 ||2123.38 |
|Balance brought forward from last year ||9090.86 ||7314.18 ||9078.36 ||7305.51 |
|Exceptional Items (Profit/Loss) ||0.00 ||0.00 ||0.00 ||0.00 |
|Profit available for appropriation ||13180.45 ||9441.25 ||13173.63 ||9428.89 |
|APPROPRIATIONS: || || || || |
|Transfer to General Reserve ||0.00 ||0.00 ||0.00 ||0.00 |
|Minority Interest ||0.00 ||0.00 ||0.14 ||0.14 |
|Proposed Dividend ||438.00 ||292.00 ||438.00 ||292.00 |
|Proposed Dividend Distribution Tax ||89.17 ||58.39 ||89.17 ||58.39 |
|Balance carried to Balance Sheet ||12653.28 ||9090.86 ||12646.32 ||9078.36 |
COMPANY PERFORMANCE (STANDALONE & CONSOLIDATED BASIS):
1. The Company's Standalone revenues from operations increased to ' 169.07 Crores inthe year 2015-16 from ' 101.25 Crores in 2014-15 showing growth of 66.98 % compared to theprevious year while Consolidated revenues from operations increased to ' 169.14 Crores inthe year 2015-16 from ' 101.25 Crores for the year 2014-15.
2. Company's Standalone net profit increased to ' 40.89 Crores in the year 2015-16 from' 21.27 Crores in the year 201415 showing growth of 92.24 % as compared to previous year.
However your Directors are expecting to achieve better results in time to come and tocontinue the position of market leader in coming years.
Deep Industries Limited has three subsidiaries as follows as Deep Natural ResourcesLimited Prabha Energy Private Limited and Deep Energy LLC.
Deep Natural Resources Limited has earned total revenue of ' 7.56 Lacs in theyear 2015-16 as compared to revenue earned of ' 0.55 lacs in the year 2014-15. And It hasearned total profit of ' 0.89 lacs in the year 2015-16 as compared to total profit earnedof ' 0.43 lacs in the year 2014-15.
Prabha Energy Private Limited has earned total revenue of ' 0.12 lacs in theyear 2015-16 as compared to revenue earned of ' 0.24 lacs in the year 2014-15. And It hasearned total profit of ' 0.06 in the year 2015-16 as compared to total profit earned of '0.07 in the year 2014-15.
Deep Energy LLC has incurred loss of ' (1.26) lacs in the year 2015-16 ascompared to loss of ' (0.10) incurred in the year 2014-15.
Your Directors have recommended final dividend of ' 1.5/- (15%) per Equity Share eachof '10/- for financial year ended on 31st March 2016 the Proposal is subjectto the approval of share holders at the ensuing Annual General Meeting will be paid to (i)those Equity Shareholders whose name appear in the Register of Members of the Companyafter giving effect to all valid share transfers in physical form lodged with the Companyon or before 15th September 2016 and (ii) to those members whose particularsas beneficial owners are furnished for this purpose by the Depositories viz. NationalSecurities Depository Limited and Central Depository Services (India) Limited.
TRANSFER TO RESERVES:
The Board has not transferred the amount to General Reserves and an amount of '126532.80 Lacs is retained as surplus in the Statement of profit and Loss of Standalonefinancials.
SCHEME OF ARRANGEMENT:
The Hon'ble High Court of Gujarat vide its order dated 25th April 2016 has sanctionedthe Scheme of arrangement in nature of amalgamation and restructure of share capitalbetween Deep Industries Limited (DIL) and Kanvel Finance Private Limited (KFPL) and KanvelOil and Gas Private Limited (KOGPL)and Prabhavati Properties Private Limited (PPPL)andSavla Enterprise Private Limited (SEPL)and Yash Organochem Private Limited (YOGPL) andtheir respective shareholders and creditors. This order was filled with the Registrar ofCompanies on 16th May 2016. Accordingly the scheme has become operationalwith effect from 16th May 2016. From the effective date KFPL KOGPL PPPLSEPL and YOGPL stand dissolved (without being wound up) and merged with DIL. Pursuant tothe scheme of amalgamation 11258080 Equity shares of ' 10/- each held by thetransferors Companies (i.e. KFPL KOGPL PPPL SEPL and YOGPL) stand cancelled andequivalent number of shares of ' 10/- at par fully paid-up were allotted to theshareholders of the Transferor Companies on 29th June 2016.
During the year under review your Company has not accepted any fixed deposits withinthe meaning of Chapter V of the Companies Act 2013.
The paid up Equity Share Capital as on March 312016 was ' 29.20 Crore. During theperiod under review the Company has not issued shares with or without differential votingrights nor has granted any stock options nor sweat equity. The Company has also notpurchased of its own shares by employees or by trustees for the benefit of employees.
Your Company's equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As of March312016 99.99% of the equity shares of your Company were held in demat form.
PARTICULARS OF LOANS GURANTEES OR INVESTMETS:
During the year under review the Company has not give loan and provided any guarantee.The Company has made investment under the provisions of Section 186 of Companies Act2013. The said details are given in the notes to the Financial Statements.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT 9 as requiredunder Section 92 of the Companies Act 2013 is annexed to this Report as Annexure- A andforms integral part of this report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANY:
Your Company has total 3 subsidiaries as on 31st March 2016 as under
1) Prabha Energy Pvt. Ltd.
2) Deep Natural Resources Pvt. Ltd.
3) Deep Energy LLC
During the year under review Foreign Subsidiary of the Company i.e. Deep Global Pte.Ltd. incorporated under the Laws of Singapore ceased to be subsidiary Company due tostruck off effective from 03rd March 2016.
The annual financial statements and related detailed information of the subsidiarycompanies shall be made available to the shareholders of the holding and seeking suchinformation on all working days during business hours. The financial statements of thesubsidiary companies shall be kept for inspection by any shareholder/s during workinghours at the Company's registered office and that of the respective subsidiary companiesconcerned. As provided under Section 129(3) of the Companies Act 2013 and rules madethereunder a statement containing the salient features of the financial statement of itssubsidiaries in AOC-1 format under the rules is attached to the financial statements
Mr. Sanjay H. Parekh (DIN: 00048110) & Mrs. Renuka Upadhyay (DIN: 07148637) wereappointed as non executive Directors of the Company in the previous Annual General Meetingof the Company held on 30th September 2015 to hold office as an IndependentDirectors for a period of 5 (Five) consecutive years.
At the previous Annual General Meeting held on 30th September 2015 membershave approved re-appointment of Mr. Paras Savla (DIN: 00145639) and Mr. Rupesh Savla (DIN:00126303) as Managing Directors of the Company forfurther period of 5(Five) yearseffective from 1st March 2015.
Mrs. Rita K. Shah (DIN:06635995) Non-Executive/Independent Director & Mr. HarishBhinde (DIN:00504057) Non-Executive/ Independent Director have resigned from the Boardw.e.f. 25th June 2015 and 19th March 2016 respectively.
Directors Retire by Rotation:
In accordance with the provisions of section 152 of the Act and in terms of theArticles of Association of the Company Mr. Premsingh Sawhney (DIN:03231054) Whole TimeDirector will retire by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment. The Board recommends his re-appointment.
The terms and conditions of appointment of Independent Directors are in accordance withthe applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and also as per the provisions of the Companies Act 2013("Act") read with Schedule IV to the Act.
Your Company has received annual declarations from all the Independent Directors of theCompany under sub - section (7) of section 149 confirming that they meet with the criteriaof Independence as provided in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and there has been no change in the circumstances which may affect their status asIndependent Director during the year.
KEY MANAGERIAL PERSONNEL
The Board had its meeting held on 19th March 2016 appointed Mr. AkshitSoni as Company Secretary/compliance officer and whole time key Managerial Personnel ofthe Company
Ms. Bhavika Bhatt Company Secretary/compliance Officer & whole time key ManagerialPersonnel of the Company has resigned with effect from 4th January 2016.
Policy on Appointment & Remuneration of Directors Key managerial personnel andother Employees
The Board has on its recommendation of Nomination and Remuneration Committee framed aPolicy relating to appointment & remuneration of Directors Key managerial personnel& other employees in relation in accordance with SEBI (Listing Obligations andDisclosure Requirement) Regulations2015 and Section 178(3) of the Companies Act 2013 isgiven in the Corporate Governance Report forming part of the Annual Report.
Criteria for Performance Evaluation
During the year under review the board considered and refined the criteria as well asthe process for performance evaluation of itself that of its Committees and individualDirectors as follows:
|Evaluation ||Criteria For evaluation |
|Board || Degree of fulfillment of key responsibilities including focus on strategic and policy issues. |
| || Effectiveness of Board process and information sharing. |
| || Board culture and dynamics. |
| || Quality of decisions. |
| || Establishment and delineation of responsibilities to Committees. |
| || Quality of relationship between Board and the Management. |
|Committee || Degree of fulfillment of key responsibilities. |
| || Frequency and effectiveness of meetings. |
| || Committee dynamics especially openness of discussions including with the Board. |
| || Adequacy of Committee composition. |
| || Quality of relationship of the committee with the Board and the Management. |
|Individual Directors || Participation in Board in terms of adequacy (time & content). |
| || Contribution through expertise and perspective. |
| || Guidance / support to Management outside Board / Committee meetings. |
Manner of evaluation of board its committees and individual directors
The evaluation of Board its Committees and Individual Directors was carried out as perthe process and criteria laid down by the Board of Directors based on the recommendationof the Nomination and Remuneration Committee.
The obtaining and consolidation of feedback from all Directors for the evaluation ofthe Board and its Committees Individual Directors (i.e. Independent and Non IndependentDirectors) were co-ordinated by the Chairman of the Board and the feedback received wasdiscussed in the meeting in case of evaluation of the Board and Committee and wasdiscussed with Individual Directors in case of their evaluation.
The evaluation of Chairperson was co-ordinated by the Chairman of the IndependentDirectors meeting.
DETAILS OF MEETINGS OF THE BOARD AND ITS COMMITTEES:
The details of the number of meeting of Board of Directors and its Committees heldduring the financial year indicating the number of meetings attended by each directors aregiven in the Corporate Governance Report which forms a part of this report.
COMPOSITION OF AUDIT COMMITTEE:
The board has constituted audit committee which comprise two non-executive independentdirectors namely Mr. Kirit Joshi (Chairman) Mr. Arun Mandke (Member) and One ExecutiveNon-Independent director Mr. Paras Savla(Member). More details are given under CorporateGovernance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of section 134[c] of the Companies Act 2013 in relation to the financialstatements of the Company for the year ended 31st March 2016 the board ofDirectors state that :
(a) that in preparation of the annual financial statements the applicable accountingstandards have been followed along with proper explanations relating to materialdepartures if any
(b) that such accounting policies have been selected and applied consistently andjudgments and estimates made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on March 312016 and of the profit of theCompany for the year ended on that date
(c) that proper and sufficient care has been taken for maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for prevention and detection of fraud and other irregularities
(d) that the annual financial statements have been prepared on going concern basis
(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively and
(f) that the systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEM AND THIER ADEQUACY:
The details in respect of internal financial control and their adequacy are included inthe Management and Discussion & Analysis which forms part of this report.
The Company manages and monitors on the principal risks and uncertainties that canimpact its ability to achieve its objectives. Pursuant to section 134 (3) (n) of theCompanies Act 2013 & Clause 49 of the listing agreement (to the extent applicable)and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The companyhas framed Risk Management Policy. At present the company has not identified any elementof risk which may threaten the existence of the company.
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks. The Company has formally framed aRisk Management Policy to identify and assess the key risk areas monitor and reportcompliance and effectiveness of the policy and procedure.
Discussion on risks and concerns are covered in the Management Discussion and AnalysisReport which forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY(CSR):
The Company has constituted a Corporate Social Responsibility (CSR) Committee and hasframed a CSR Policy. The brief details of CSR Committees are provided in the CorporateGovernance Report. The Annual Report on CSR activities is provided in Annexure-B.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT2013:
The Company is committed to creating a healthy & conductive working environmentthat enables women employees to work without fear of prejudice gender and sexualharassment and/or any such orientation in implicit or explicit form. The Company considerssexual harassment as a gross misconduct. Pursuant to the provisions of "The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andrules framed thereunder" the Company has adopted a "Policy on Protection ofWomen Against Sexual Harassment at Work Place". Through this Policy the Company seekto provide protection to its women employees against sexual harassment at work place andthereby provide mechanism for redressal of complaints relating to matters connectedtherewith or incidental thereto.
The following is a summary of sexual harassment complaints received and disposed offduring the year.
No. of complaints received. - NIL
No. of complaints disposed off - Not Applicable
The Company is committed to nurturing enhancing and retaining top talent throughsuperior Learning and Organizational Management.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Separate reports on Corporate Governance compliance along with the required Certificatefrom Practicing Company Secretary of the Company regarding compliance of the conditions ofCorporate Governance and Management Discussion and Analysis as stipulated by SEBI (ListingObligation & Disclosures Requirement) Regulations 2015 forms part of this AnnualReport.
PROHIBITION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prohibition of Insider Trading with aview to regulatetrading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Company has formulated the Codeof Practices and Procedures for Fair Disclosure in terms of the requirements of SEBI(Prohibition of Insider Trading) Regulations 2015. The Board is responsible forimplementation of the Code. The Policy is available on our website. www.deepindustries.com
RELATED PARTY TRANSACTIONS:
All contracts/arrangement/transactions entered into by the Company during the FinancialYear with related parties were on an arm's length basis and were in the ordinary course ofbusiness and were placed before the audit committee for their approval whereverapplicable. Your Company had not entered into any transactions with related parties whichcould be considered material in terms of Section 188 of the Companies Act 2013.Accordingly the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2 is as attached in Annexure C.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATEAND THE DATE OF THE REPORT:
There have been no material changes and commitments affecting the financial positionof the Company since the close of financial year i.e. since 31st March 2016Further it is confirmed that there has been no change in the nature of business of theCompany.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
The Hon'ble High Court of Gujarat vide its order dated 25th April 2016 has sanctionedthe Scheme of arrangement in nature of amalgamation and restructure of share capitalbetween Deep Industries Limited (DIL) and Kanvel Finance Private Limited (KFPL) and KanvelOil and Gas Private Limited (KOGPL)and Prabhavati Properties Private Limited (PPPL)andSavla Enterprise Private Limited (SEPL)and Yash Organochem Private Limited (YOGPL) andtheir respective shareholders and creditors.
Statutory Auditors and their Report:
M/s. Jayesh M. Shah & Co. Chartered Accountants (Firm Registration No. 104173W)Statutory Auditors of the Company hold office until the conclusion of the ensuing AnnualGeneral Meeting. Pursuant to provisions of section 139 of the Act and the Rules madethereunder the Board based on the recommendation of Audit Committee propose to appointM/s Dhirubhai Shah & Doshi Chartered Accountants Ahmedabad [Firm Registration No.102511W] as Statutory Auditors of the Company to hold office from the conclusion of the 26thAnnual General Meeting until the conclusion of 31st Annual general Meeting.
The Company has obtained from them written consent from them and a certificate to theeffect that their appointment if made at the ensuing AGM will be in accordance with theprovisions of Section 139 of the Companies Act 2013 and such conditions as may beprescribed.
The members are requested to consider the matter of appointment of Auditors and also tofix their remuneration
The Board has duly reviewed the Statutory Auditors' Report on the Accounts. Theobservations and comments appearing in the Auditors' Report are self-explanatory and donot call for any further explanation / clarification by the Board of Directors as providedunder section 134 of the Act.
Secretarial Auditors & Secretarial Audit Report:
Pursuant to provisions of section 204 of the Act and the Companies [Appointment andRemuneration ofManagerial Personnel] Rules 2014 the Board has appointed M/s ShilpiThapar & Associates a firm of Company Secretaries in Whole-time Practice to undertakethe Secretarial Audit of the Company for the financial year 2015-16. The Secretarial AuditReport in the form "MR-3" is annexed herewith as Annexure - D.
As regards in observations in Secretarial Audit Report regarding
1. Delay to Stock exchange about intimation/outcome against timelines prescribed underthe Listing Agreement and/or SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as applicable was due to the exigency arising out of the resignation ofCompany Secretary and not availability of professional guidance and it was minor delay.
2. Form 5INV as prescribed under Investor Education and Protection Fund (uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 isnot filed with MCA within prescribed time due to technical problem with the site and afterprescribed time period the form has been withdrawn from MCA website.
3. The unpaid/unclaimed amount of dividend declared was transferred to the UnpaidDividend Account before the expiry of prescribed period of thirty days from the date ofdeclaration because of clerical mistake from bank side.
The board has appointed M/s R.R. Khandol & Co. Chartered Accountant (FRN: 0112488)as an Internal Auditors of the Company for F.Y 2016-17.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under section 143(12) of the Companies Act 2013.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
The Company promotes ethical behavior in all its business activities and hasestablished a vigil mechanism for its Directors Employees and Stakeholders associatedwith the Company to report their genuine concerns. The Vigil Mechanism as envisaged in theCompanies Act 2013 and the Rules prescribed thereunder and theSEBI (Listing ObligationsandDisclosure Requirements) Regulations 2015 is implemented through the Whistle BlowerPolicy to provide for adequate safeguards against victimization of persons who use suchmechanism and make provision for direct access to the Chairperson of the Audit Committee.
The Whistle Blower Policy has been appropriately communicated within the Company andhas also been posted on the Website of the Companyhttp://www.deepindustries.com/Pages/Policies.aspx.
LISTING OF SHARES:
The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE)with scrip code No. 532760 and on National Stock exchange of India Limited (NSE) withscrip code of DEEPIND. The Company confirms that the annual listing fees to both the stockexchanges for the financial year 2016-17 have been paid.
All movable properties as owned by the Company continued to be adequately insuredagainst risks.
PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided in the separate annexure forming part of this Report as Annexure- E.
There was no employee drawing salary as prescribed under Section 197 of the CompaniesAct 2013 read with rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
The well disciplined workforce which has served the Company lies at the very foundationof the Company's major achievements and shall well continue for the years to come. Thesuccess of the Company and good track record are largely attributable to the remarkablecommitment dedication and hard work of the employees. The Company has strongly embeddedcore values and all employees are trained and encouraged to use these values in theirdaily operations and the bases for making decisions. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals. TheCompany has always recognized talent and has judiciously followed the principle ofrewarding performance. This has helped to ensure all employees are aligned and focused onkey objectives and key performance indicators critical for the Company's performance.Remuneration and performance are strongly linked together through bonus schemes andincrements.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO:
The information to be disclosed under Section 134 (3) (m) of the Companies Act 2013read with Companies (Accounts) Rules 2014 are set out in Annexure F to thisReport.
Your Directors wish to place on record their deep sense of appreciation for thecommitment displayed by all the employees of the Company resulting in successfulperformance during the year under review.
Your Directors also take this opportunity to place on record the co-operationassistance and continued support extended by the Banks Government Authorities Vendorsand Shareholders during the year under review.
| ||for and on behalf of the Board of Directors |
|Date : July 28 2016 ||PARAS SAVLA |
|Place : Ahmedabad ||Chairman & Managing Director |
| ||DIN:00145639 |