Your Directors are pleased to present the 26th Annual Report together with financialresults for the year ended March 31 2017.
FINANCIAL PERFORMANCE SUMMARY Rs in crores
|FINANCIAL RESULTS ||2016-17 ||2015-16 # |
|Gross Sales ||313.52 ||259.50 |
|Net Sales ||294.71 ||249.41 |
|Other Income ||0.74 ||0.64 |
|Total Income ||295.45 ||250.05 |
|Operating Profit (PBDIT)* ||43.83 ||30.79 |
|Gross Profit (PBDT)* ||33.91 ||24.33 |
|Profit before Tax (PBT)* ||28.40 ||19.68 |
|Profit after Tax ||18.34 ||12.15 |
|Add: Balance brought forward from previous year ||48.88 ||36.73 |
|Balance carried to Balance sheet ||67.22 ||48.88 |
* excluding exceptional items
# Figures pertaining to FY 2015-16 have been re-grouped wherever required to make thefigures comparative to FY 2016-17
In view of the investment strategies of the Company your directors do not recommendany dividend for the year under review.
Highlights of Performance
The global economy remains trapped in a prolonged period of slow economic growth anddwindling international trade growth.
The Organization of the Petroleum Exporting Countries (OPEC) has increase price bycutting down production.
However FY 2016-17 has been a satisfactory year for the Company. The Company managedto implement its plans and execute better to post good financial results. The Company hasrecorded income of Rs.295.45 crore as against Rs. 250.05 crore in the previous year with agrowth of 18%. Profit before exceptional items and tax has increase to Rs.28.40 crore fromRs. 19.68 crore during 2016-17 witnessing growth 44% on year to year basis.
During the year demonetization event caused severe anxiety and uncertainty in theindustry particularly with the dealer fraternity. Still the Company has managed this andachieved growth in value of 30% over the previous year.
Despite a gloomy Global outlook exports (including incentives) registered a growthof around 13.50% in value over the previous year. Exports constitute more than 70% oftotal sales of the Company.
The paid up Equity Share Capital as on 31st March 2017 was Rs. 7.32 crores dividedinto 7361200 Nos of equity shares of face value of Rs.10/- each.
A) Issue of equity shares with differential rights
The Company did not issue equity shares with differential rights during the financialyear 2016-17.
B) Issue of sweat equity shares
The Company did not issue sweat equity shares during the financial year 2016-17.
C) Issue of employee stock options
The Company did not issue stock options during the financial year 2016-17.
D) Provision of money by Company for purchase of its own shares by employees or bytrustees for the benefit of employees
The Company does not have a scheme for purchase of its own shares by employees or bytrustees for the benefit of employees.
The Board of Director of the Company has by Resolution passed in its meeting held on 06April 2017 given consent to raise fresh equity through preferential allotment by issue of850000 Nos of shares of Face value of Rs.10/-. Subsequent to year end Company hasreceived overall consideration of Rs.51.08 crore from this issue.
During the year under review the Company did not accept any deposits from the publicwithin the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
Particulars of Loans Guarantees or Investments
Pursuant to Section 186 of the Companies Act 2013 Company has not directly orindirectly
a) given any loan to any person or other body corporate other than usual advancesenvisaged in a contract of supply of materials if any
b) given any guarantee or provide security in connection with a loan to any other bodycorporate or person and
c) acquired by way of subscription purchase or otherwise the securities of any otherbody corporate exceeding sixty percent of its paid-up share capital free reserve andsecurities premium account or one hundred percent of its free reserves and securitiespremium account whichever is more.
Material Changes and Commitments
There has been no material changes which have occurred subsequent to the close of thefinancial year of the Company to which the Balance Sheet relates and the date of thereport such as
Settlement of tax liabilities;
Operation of patent rights;
Depression in market value of investments;
Institution of cases by or against the Company;
Destruction of any assets or disposal of a substantial part of undertaking;
Changes in capital structure; and
Material changes concerning purchase of raw material and sale of the product.
Statutory Auditors and their Report
Sunil K Sood Chartered Accountants have been the Auditors of the Company. Their termas auditors is up to the conclusion of the forthcoming AGM. In accordance with theprovisions of Section 139 of the Act Messrs Mittal Goel & Associates CharteredAccountants (Firm Registration No. 017577N) are proposed to be appointed as auditors for aperiod of 5 years commencing from the conclusion of this AGM till the conclusion of the31st AGM of the Company to be held in 2022 subject to ratification of their appointmentat every AGM if so required under the Act. Messrs Mittal Goel & Associates CharteredAccountants have consented to their appointment as Statutory Auditors and have confirmedthat their appointment if made will be in accordance with Section 139 read with Section141 of the Act.
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 (as amended) the Company has appointed M/s C.L. Bansal& Associates Cost Accountants as the Cost Auditor of the Company for audit of thecost records maintained by the Company for the financial year 2017-18. A resolutionregarding ratification of remuneration of Cost Auditor is being sought from the Members ofthe Company at ensuing Annual General Meeting.
Secretarial Auditors & their Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s Sanjiv Goel & Co. Practicing Company Secretary to undertakeSecretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 for thefinancial year ended March 31 2017 is annexed herewith as "Annexure-.l". TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
During the year under review no fraud was reported by the Auditors of the Company tothe Audit Committee or the Board of directors.
Transparency is the cornerstone of the Company's philosophy and all requirements ofCorporate Governance are adhered to both in letter and spirit.
All the Committees of the Board of Directors meets at regular intervals as required interms of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. YourBoard of Directors has taken all necessary steps to ensure compliance with all statutoryand listing requirements. The Directors and key managerial personnel of your Company havecomplied with the approved 'Code of Ethics for Board of Directors and Senior Executives'of the Company.
The Report on Corporate Governance as required under the Listing Agreement forms partof and is annexed herewith marked as "Annexure - II" The Auditors' Certificateon compliance with Corporate Governance requirements is also attached to this Report.
Business Excellence and Quality Initiatives
The Company continues to be guided by the philosophy of business excellence to achievesustainable growth. Customer-focused culture towards building long-term customersrelationships is the key agenda of the Management.
The Company follows the principles of total quality management. The Company continuesto be certified under ISO 9001: 2015 certifications for complete range of laminatesmanufactured.
Occupational Health Safety and Environment
Your Company has effectively deployed policies on Safety Occupational Health &Environment at all locations. It continually focus on improving the effectiveness ofsystem processes.
Corporate Social Responsibility
Corporate Social Responsibility (CSR) encompasses much more than social outreachprogrammes.
In accordance with the requirements of Section 135 of Companies Act 2013 Company hasconstituted a Corporate Social Responsibility Committee.
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed hereto as "Annexure - III"
The Company has contributed Rs.0.15 crore towards various CSR activities during theyear the Company has increased/scaled up its CSR intervention in the areas prescribed inthe Company's CSR policy and there was an increase of more than 275% in the total CSRspending on year to year basis.
As a socially responsible Company your Company is committed to increase its CSR impactand spend over the coming years with its aim of playing a larger role in India'ssustainable development by embedding wider economic social and environmental objectives.The Company has identified projects where contribution will be meaningful for the economicuplift of the society. Preference was given to allocate and spend higher amount onactivities pertaining to local area and areas around the Company's factories. Howeverbeing early years in implementation of CSR the Company has faced practical problems asregards to co-ordination and consensus amongst the beneficiaries local villagers grampanchayats and other related agencies to carry out the identified projects.
As a result of these there was a shortfall in the total CSR spent from its totalobligations of at least 2% of the average net profits made during the three immediatelypreceding financial years.
The initiatives taken by the Company will certainly help in deploying larger fundsacross social sectors and achieve rapid scale in utilizing its full CSR budget in thecoming financial years. The Company remains committed to the cause of CSR and will takenecessary steps to fulfill its CSR obligations during the coming financial years. TheCompany is however committed to the cause of CSR and will take necessary steps to fulfillits CSR obligations during the coming financial years.
The Company has proper and adequate system of internal controls. The external auditfirm has been appointed as internal auditors to conduct regular audits that are performedas per the annual Audit Plan. The Internal Audit team conducts its audits which arecarried out at factory branches and corporate offices with the objective to evaluate andcontinuously improve the effectiveness of internal controls and governance processes.Additional areas if any identified during the year are taken up as special assignments.The audit findings are reviewed by the Audit Committee of Directors and corrective actionas deemed necessary is taken. Company also has laid down procedures and authority levelswith suitable checks and balances encompassing the entire operations of the Company.
Outlook on Opportunities Threats
The Indian economy provides a large opportunity to the Company to market itsdifferentiated products. Higher growth in select global economies could provide a boost toexports.
During the year under review the Company has conducted various connect initiativeslike Architects' meet Distributors meet Dealers meet to drive brand visibility anddemand generation. This year also the Company budgeted an amount on Branding activitiesto attract new customers to create bigger footprint to enable expansion into new markets.
CARE has carried out a credit rating assessment of the Company for both short term andlong term exposures in compliance with BASEL II norms implemented by RBI. The rating ofthe Company is retained as 'Triple B+' for long- term bank facilities at 'CARE BBB+' andassigned 'A Three' rating on the short term bank facilities at 'CARE A3'.
The Company's properties including building plant machineries etc and stocks areadequately insured against risks.
Vigil Mechanism/ Whistle Blower Policy
In accordance with the provisions of the Companies Act 2013 read with the Companies(Meeting of Board and its Powers) Rules 2014 and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 every listed Company is required to have aVigil Mechanism for the Directors and employees to report their genuine concerns andgrievances. Your Company has a Whistle Blower Policy in place and the same is alsoavailable on Company's website.
Extract of the Annual Report
The extract of the Annual Return in Form No. MGT - 9 (Attached as "AnnexureIV") forms part of the Board's report.
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 the directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
Policy on Nomination and Remuneration
The contents of Nomination and Remuneration Policy of the Company prepared inaccordance with the provisions of Section 178 of the Companies Act 2013 and Clause 49(IV) of the Listing Agreements are provided in the Corporate Governance Report.
During the year under review four Board Meetings and four Audit Committee Meetings wereconvened and held the details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
The details of constitution of the Board and its Committees are given in the CorporateGovernance Report.
Compliance with Code of Ethics for Board of Conduct for Directors and Senior ManagementPersonnel
All Directors and Senior Management Personnel have affirmed Compliance with the Code ofEthics for Board of Directors and Senior Executives. A Declaration to that effect isattached with the Corporate Governance Report.
The equity shares continue to be listed on BSE Limited (BSE). The Company has paidannual listing fee for the financial year 2017-18.
Particulars of Contracts or Arrangements with Related Parties
All related party transactions that were entered during the financial year were in theordinary course of business and on an arm's length basis. There were no materiallysignificant related party transactions entered into by the Company with PromotersDirectors Key Managerial Personnel or other persons which may have a potential conflictwith the interest of the Company.
All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval is also obtained from the Audit Committee for the related partytransactions which are of repetitive nature which can be foreseen and accordingly therequired disclosures are made to the Audit Committee on quarterly basis in terms of theapproval of the Committee.
The policy on materiality of related party transactions and also on dealing withrelated party transactions as approved by the Audit Committee and the Board of Directorsis uploaded on the website of the Company.
Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm's length basis Form AOC - 2 is not applicable tothe Company
Detail of Significant and Material Orders Passed by Regulators or Courts of TribunalsImpacting the Going Concern Status and Company's Operation in Future
There are no significant material orders passed by the Regulators/Courts which wouldimpact the Going Concern status of the Company and its future Operations.
Conservation of Energy and Technology Absorption and Foreign Exchange Earnings andOutgo
Information pursuant to Clause (m) of Sub-Section (3) of Section 134 of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as"Annexure V".
The Company recognizes that the purpose of Human Resources is to be a catalyst andchange agent. Over the years there has been a paradigm shift in the approach adopted byEmployee Relations through different initiatives in various capacities. We drivesustainable growth and have been instrumental in bringing in thought leadership inbuilding strong employee relations. The Company is focused on building a high performanceculture with a growth mindset. Developing and strengthening capabilities for all employeesremained Company's an ongoing priority. The Company maintains momentum on building speedand simplification in ways of working.
Particulars of Employees
The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is 'Not Applicable' as no employee is in receipt of remuneration in excess of the limitsprescribed under this Section.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
During the year under review no case was filed under the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.
CEO and CFO Certification
Pursuant to Clause 49 of the Listing Agreement the CEO and CFO certification isattached with the annual report. The Managing Director and CEO and the Chief FinancialOfficer also provide quarterly certification on financial results while placing thefinancial results before the Board in terms of Clause 41 of the Listing Agreement.
Director's Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a. That in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
b. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period;
c. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d. That the Directors have prepared the annual accounts on a going concern basis; and
e. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and
f. That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
The Board place on record their deep appreciation to employees at all levels for theirhard work dedication and commitment.
The Board also wishes to place on record its appreciation for the support andcooperation the Company has been receiving from its suppliers redistribution stockiestretailers and others associated with the Company as its trading partners.
The Directors also take this opportunity to thank all Investors Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport.
On behalf of the Board
|Place:Chandigarh ||Jagdish Gupta |
|Date: 11th August 2017 ||Managing Director |
| ||(DIN :00115113) |