Your Directors have pleasure in presenting the 100th Annual Reporttogether with the Audited Accounts of your Company for the year ended 31st March 2020.
RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS
The Financial results are as under:
(Rs. in lakhs)
|Particulars || |
For the year ended 31st March
For the year ended 31st March
| || |
|Profit before Tax and || || |
|Exceptional items || |
|Provision for Tax || || |
|(including deferred tax) || |
|Profit after Tax surplus from earlier years || |
|brought forward || |
|Amount available for Appropriation || |
|Appropriations: || || |
|Dividend for 2018-19 || |
|Dividend tax for 2018-19 || |
|General Reserve || |
|special reserve || |
| || |
| || |
|transfer to retained earnings || |
|Surplus carried to Balance Sheet || |
accounts for the year ended 31st march 2020 have been preparedin conformity with Indian accounting standards ('Ind As') notified under section 133 ofCompanies act 2013("the Act") read with Companies (Indian Accounting Standards)Rules 2015 as amended by Companies (Indian Accounting Standards) Rules 2016 from 1stApril 2019 leading to major changes in the Accounting policies.
The Company's performance was satisfactory during the year. TheCompany's gross income for the financial year ended 31st March 2020 stood at Rs. 320.85lakhs as against Rs.427.85 lakhs in 2018-19. Profit before tax stood at Rs. 108.99 lakhsin 201920 as against Rs. 304.69 lakhs profit before tax and exceptional items in 2018-19.Profit after tax of the Company stood at Rs. 85.66 lakhs. The performance of the Company'snon-current investments was also satisfactory. The profit realized on sale of someNon-current investments was transferred to Retained earnings in conformity with theAccounting Standards.
The Company is developing its property in Kolkata where the work isprogressing but with multiple sanctions involved in the said project and lockdown imposeddue to COVID-19 pandemic the completion of the building was delayed. Barring unforeseencircumstances we are hopeful that the said building would be completed in the currentyear.
The performance of the Company's wholly owned subsidiary
Alfred Herbert Limited was disappointing and unsatisfactory. Despitesupporting Alfred Herbert Limited significantly including providing significant financialsupport over the years in the form of loans the Company performed poorly. Lower sellingprices due to aggressive competition coupled with sharp increases in input costs a shiftin the markets to radial tyre machinery and less than optimum productivity with high fixedcosts have led to significant challenges necessitating a deep review and examination ofthe way forward.
impact OF cOVID-19 pandemic
In view of the lockdown across the country due to COVID-19 pandemicthe Company has made detailed assessment of the recoverability and carrying value of itsassets comprising property plant and equipment investments (both current andnon-current) receivables and other current assets as on the balance sheet date andconcluded that no material adjustments are required in the financial statement. Howeverin cases of any decline in the values of certain quoted investment due to COVID 19 theseare considered as temporary in nature and therefore no adjustment has been considerednecessary in the financial statement. The Company is taking all the necessary steps andprecautionary measures to ensure smooth functioning of its operations.
However the performance of the wholly owned subsidiary Company AlfredHerbert Ltd was adversely affected as execution of some of the orders was delayed. Neworder bookings are affected with Capital Expenditure being on hold by Industries leadingto significant challenges in going forward.
Your Directors take pleasure in recommending for approval the paymentof Dividend of 25% plus 10% special dividend on account of its centenary cumulativelyamounting to 35% (Rs. 3.50) per Equity Share of face value of Rs. 10/- each on 771429Equity Shares of the Company for the year ended 31st March 2020 subject to the approvalof the Members in the 100th Annual General Meeting of the Company.
TRANSFER TO RESERVES:
The Company has transferred Rs. 240 lakhs to the General ReserveAccount and Rs. 17.15 lakhs to the Special Reserve Account.
change IN NATURE OF BUSINESS
The re has been no change in the nature of business of the Companyduring the financial year 2019-20.
MEETINGS OF THE BOARD
During the year under review four meetings of the Board were held. Fordetails of meetings of the Board please refer to the Corporate Governance Report whichis a part of this report. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.
directors AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of the Companies Act 2013 Mrs. SimikaLodha Director retires by rotation and being eligible offers herself forre-appointment. Based on the performance evaluation and recommendation of the nominationand
remuneration committee the Board recommends her
reappointment. A resolution seeking shareholders' approval for
her re-appointment forms part of the notice.
pursuant to the provisions of section 203 of the act the Key
Managerial personnel of the Company as on March 31 2020
Mr. V Matta - Chief Executive Officer
Mrs. Shobhana Sethi - Chief Financial Officer and Company secretary
The re is no change among the Key Managerial Personnel during the yearunder review.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each IndependentDirector under Section 149(7) of the Companies Act 2013 that he / she meets the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 and Regulation4(f) and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsCommittees.
COMMITTEES OF THE BOARD
As on March 312020 the Board had three committees: the AuditCommittee the Nomination and Remuneration Committee and the Stakeholders RelationshipCommittee. A majority of the committees consists entirely of Independent Directors. Duringthe year 4 meetings of Audit Committee 2 meetings of Stakeholders Relationship Committeeand 2 meetings of Nomination and Remuneration Committee were also held the details ofwhich viz. dates and number of meetings attended by each director etc. are given in theCorporate Governance Report. Also all recommendations made by the committees wereapproved by the Board. A detailed note on the composition of the Board and its committeesis provided in the Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Provisions of Section 186 of the Companies Act 2013 pertaining toInvestments Loans and Guarantees is not applicable to the Company since the Company is aNon-banking Financial Company.
The Paid -Up Equity Share Capital of the Company as on 31st March 2020was Rs. 77.14 lakhs. During the year under review the Company has not issued shares withdifferential voting rights nor granted stock options nor sweat equity.
The Company has not accepted any deposit from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the Balance Sheet.
The details forming part of the extract of the Annual return in FormMGT-9 as required under Section 92 of the Companies Act 2013 is marked as 'Annexure -B'which is annexed hereto and forms part of the Directors' Report.
The Company complies with all applicable mandatory SecretarialStandards issued by the Institute of Company Secretaries of India.
listing on stock exchange
The Company's shares are listed on Bombay Stock Exchange (BSE) Limited.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The re are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its futureoperations.
directors' RESPONSIBILITY STATEMENT
As stipulated in Section 134(3) (C) of the Companies Act 2013 yourDirectors subscribe to the "Directors' Responsibility Statement" and confirm asunder:
a) that in the preparation of the annual financial statements for theyear ended 31st March 2020 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;
b) that such accounting policies as mentioned in Note No.1 of the Notesto the Financial Statements have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2020 and of the profit of theCompany for the year ended on that date
c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) that the annual financial statements have been prepared on a goingconcern basis;
e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Ms. Priyanka Tibrewal Practicing Company Secretary as SecretarialAuditor of the Company for the financial year 2020-21.
AUDIT REPORTS AND AUDITORS
The Auditors' Report for financial year 2019-20 does not containany qualification reservation or adverse remark. the report is enclosed with thefinancial statements in this Annual Report.
As required by the Listing regulations the practicing Companysecretary's certificate on corporate governance for financial year 2019-20 is enclosed tothe Board's report. the certificate does not contain any qualification reservation oradverse remark.
the secretarial auditors' report for financial year 2019-20 doesnot contain any qualification reservation or adverse remark. the secretarial auditors'report is enclosed as 'Annexure A' to the board's report in this annual report.
M/s. ALPS & Co. Chartered Accountants (Firm registration No. FRN313132E) existing Auditors of the Company were appointed for a period of 5(five) years bythe Members of the Company in the 97th Annual General Meeting held on 28th July 2017. Byvirtue of the amendment made in the Companies (Amendment) Act 2017 notified on May 72018 the Company is not required to place before the Annual General Meeting the matterpertaining to ratification of appointment of Auditors.
CORPORATE SOCIAL RESPONSIBILITY: the profit of the Company is lessthan the amount specified under section 135 of the Companies Act 2013 and therebyprovisions of Corporate Social responsibilities and Obligations thereof are not applicableto the Company.
Particulars regarding conservation of energy technology absorptionresearch and development AND FOREIGN exchange EARNINGS AND OUTGO
The re were no foreign exchange earnings and expenditure during theyear. the other Particulars relating to Conservation of Energy and technology Absorptionstipulated under Section134(3M)of the Companies Act 2013 read with rule 8 of Companies(Accounts) rules 2014 are not applicable.
The Company has complied with the Corporate Governance code asstipulated under the Listing Agreement with the stock Exchange. A separate section onCorporate Governance along with Certificate from the Auditors confirming the complianceis annexed and forms part of the Annual report.
SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has two wholly owned Subsidiaries (WOS) as on March 312020. there are no associate or Joint Venture Companies within the meaning of Section 2(6)of the Companies Act 2013. there has been no material change in the nature of business ofthe subsidiaries.
In accordance with the General Circular issued by the Ministry ofCorporate Affairs Government of India the Balance Sheet Statement of Profit & Lossand other documents of the Subsidiary Companies are not being attached with the BalanceSheet of the
Company. However the financial information of the Subsidiary Companiesis disclosed in the Annual Report in compliance with the said circular in Form AOC 1.
The consolidated financial statements presented by the Company includefinancial results of its subsidiary Companies Alfred Herbert Limited and Herbert holdingsLimited and is available on the website of the Company www.alfredherbert.com.
BUSINESS RISK MANAGEMENT
The main identified risks at the Company are Commercial risksFinancial risks operational risks and legal & regulatory risks. Your Company hasestablished a comprehensive risk Management system to ensure that risk to the Company'scontinued existence as a going concern and to its development are identified and addressedon timely basis. risk management strategy as approved by the Board of Directors isimplemented by the Company management.
PARTICULARS OF EMPLOYEES:
During the year the Company paid an aggregate sum of Rs. 14.96 lakhsto Key managerial personnel Mc v matta Chief Executive officer and mrs. shobhana sethiCompany secretary & Chief financial officer.
pursuant to the provisions of revised regulation 22 of seBI (listingobligations & Disclosure requirements) regulations 2015 and section 166 (9)&(10)of the Companies act 2013 the Company had established a vigil mechanism for Directorsand Employees to report concerns of unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct.
The board has on the recommendation of the Nomination &remuneration Committee framed a policy for selection and appointment of Directors seniormanagement and their remuneration.
internal control systems & their adequacy
The Company has an Internal Control system commensurate with the sizeand scale of its operations.
related party transactions
ah related party transactions that were entered into during thefinancial year were in the ordinary course of business. None of the Directors has anydirect pecuniary relationships or transactions vis-a-vis the Company.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company is not required to set up an Internal Complaints Committeeas per the provisions of sexual Harassment of Women at Workplace (Prevention Prohibitionand redressal) Act 2013. the Company has not received any complaints during the year.
Your Directors wish to place on record their appreciation for theservices rendered by the employees of the Company during the year.
on behalf of the Board
| || |
R C tapuriah
s s Jain
|Kolkata || |
|Date: 30th July 2020 || |