Your Directors are pleased to present this Thirty Second Annual Report together withthe Audited Statement of Accounts of the Company for the year ended on 31stMarch 2021.
As per the notification issued by the Ministry of Corporate Affairs dated 16thFebruary 2015 relating to the Companies (Indian Accounting Standards) Rules 2015 theCompany has adopted "Ind AS" with effect from 1st April 2017.Accordingly the Financial Statement for the year 2020-21 has been prepared in compliancewith the Companies (Indian Accounting Standard) Rules 2015.
(Amount in Rupees in Lakhs)
| ||31.03.2021 ||31.03.2020 |
|Revenue from operations ||4087.78 ||4716.75 |
|Profit before Depreciation ||694.06 ||942.46 |
|Less: Finance Cost ||298.48 ||312.84 |
|Depreciation & Amortisation Expenses ||476.38 ||485.08 |
|Profit before Tax ||(80.80) ||144.54 |
|Tax Expenses- Current Taxation ||0.00 ||24.00 |
|Deferred Tax ||19.67 ||32.25 |
|Add/(Less): || || |
|(Excess)/Short Provision of tax of earlier years || || |
|Profit/(Loss) for the year ||(100.47) ||88.29 |
|Other comprehensive Income || || |
|Items that will not be reclassified to profit or loss || || |
|Gain/(Loss) on measurement of Equity Share instruments at fair value ||0.00 ||0.00 |
|Income tax impact on above ||0.00 ||0.00 |
|Other comprehensive Income for the year ||0.00 ||0.00 |
|Total comprehensive Income/(Loss) for the year ||(100.47) ||88.29 |
The Operations of the Company were affected due to the ongoing pandemic. The revenuefrom operations (net) stood at Rs.4087.78 i.e. andecrease of 13.33% over the previousyears revenue. The Company continued to explore overseas market opportunities butdue to the worldwide pandemic the exports amounted to Rs.288 lakhs i.e. decrease of13.53% over the previous years exports. There was heavy fluctuation in foreignexchange rates resulting into a gain of Rs.4.09 lakhs. The profit on sale of assetsamounted to 3.60 lakhs. The bad debts amounting to Rs.3.65 lakhs were written off duringthe year as against bad debts of Rs. 18.07 lakhs written off during the previous year. Theraw material prices fuel charges finance cost and other overheads were continued toincrease during the year.
The Company has made a loss of Rs.100.47 lakhs as against profit of Rs.88.29 lakhsearned before taxes during the previous year. Your Directors hope better results in theyears to come.
Your Directors do not recommend dividend for the year under review in view of lossesand financing activities on hand. Your Directors also do not propose any amount to carryto the general reserves.
Your Company continued to avail financial assistance amounting to finance its presentand/or proposed projects on hand.
The Company has not accepted any deposit within the meaning of the provisions ofSection 2(31) and 73 to 76 of the Companies Act 2013 read with the Companies (Acceptanceof Deposits) Rules 2014.
All the assets of the Company including buildings plant and machineries and stocks areadequately insured.
DIRECTORS/REAPPOINTMENT OF KMPs
(1) ShriChirag Dinesh Bilgi (DIN02094970) Managing Director and (2) ShriVasantRavjiShah (DIN00371634) Directors of the Company are due to retire at the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointments. The Board herebyre-commends their re-appointments.
Shri Dinesh HarishchandraPande (DIN03147549) Chairman and Independent Director of theCompany expired on 27th March 2021 due to COVID related complications. TheCompany appreciates his valuable contribution towards the growth of the Company during histenure on the Board of the Company.
Shri Aviv Joseph Divekar (DIN00689884) has been appointed as Additional IndependentDirector of the Company w.e.f. 1st September 2021 by the Board of Directors ofthe Company at their meeting held on 12th August 2021. The appointment beingmade pursuant to Section 149 150 152 161 of the Companies Act 2013 and his appointmentbeing upto the date of Annual General Meeting and subject to approval of the members theBoard hereby recommends his appointment. In the opinion of the Board he possessesrequisite expertise integrity and experience (including proficiency) for appointment asIndependent Director of the Company.
BOARD AND COMMITTEE MEETINGS
During the year under review 4 meetings of the Board were held. The details of theBoard and Committee meetings are provided in the Corporate Governance Report forming partof this report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company review the composition of theBoard to ensure that there is an approximate mix of abilities expertise experience anddiversity to serve the interest of the shareholders of the Company. The Policy ensuresthat (1) the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the Company (2)relationship of remuneration to performance is clear and meets appropriate performancebenchmarks and (3) remuneration to directors key managerial personnel and seniormanagement involves a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the company.
As per the provisions of Section 149 of the Companies Act 2013 the IndependentDirectors have confirmed and declared that they are not disqualified to act as independentdirectors and the Board is also of the opinion that the Independent Directors fulfill allthe conditions specified in the Companies Act 2013 making them eligible to act asIndependent Directors.
One separate meeting of the Independent Directors was held on 25th June2020. The Independent Directors actively participated and provided guidance to theCompany. The Independent Directors reviewed the performance of the non-IndependentDirectors and the Board as a whole.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which the financial statements relateand the date of this Report except impact of COVID-19 pandemic conditions followed bylockdowns even during the year under review. The impact of COVID-19 continues till thedate of the report and various complete/partial lockdowns/restrictions had beenimplemented by various statutory authorities from time to time.
Pursuant to the provisions of Section 134 of the Companies Act 2013 a structuredquestionnaire was prepared after taking into account various aspects like- companyperformance contribution of individual directors composition of Board and committeesperformance of duties culture obligations corporate ethics risk management etc. forevaluation process. The Board noted that all directors have understood the opportunitiesand risks to the Companys strategy with good balance between the core values of theCompany and the interest of the stakeholders. The Board also evaluated performance of thevarious committees and concluded with satisfaction. The Board expressed their satisfactionfor the above evaluation process.
PARTICULARS OF EMPLOYEES
There was no employee covered under the purview of Section 134(3)(q) of the CompaniesAct 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
Information required under the provisions of Section 197(12) of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is given by way of an Annexure 'F to this Report.
CHANGES IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Companies Act 2013 theDirectors hereby state that:
(i) in the preparation of annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures;
(ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the 31st March 2021 and ofthe profits of the Company for the year ended on that date;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) the directors have prepared the annual accounts on a going concern basis.
(v) the directors had laid down internal controls to be followed and such internalcontrols are adequate and were operating effectively.
(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
ORDERS BY REGULATORS COURTS OR TRIBUNALS
No significant and/or material orders were passed by any Regulator Court or Tribunalimpacting the going concern status and the Companys operations in future.
COMPANYS POLICIES Code of Conduct
All Directors Key Managerial Personnel and Senior Management of the Company haveconfirmed compliance with the code of conduct applicable to the Directors and employees ofthe Company. The Directors have confirmed compliance with the provisions of Section 164 ofthe Companies Act 2013.
Risk Management Policy
The Company has already formulated risk management policy so as to identify evaluatemonitor and minimize identifiable business risks in the organization.
Vigil Mechanism/Whistle Blower Policy
The Company has already adopted Whistle Blower Policy to report genuine concerns orgrievances and to safeguard victimization of persons while using this mechanization.
Companys Policies on Remuneration Materiality of Related Party TransactionsBoard diversity Preservation of documents Corporate Social Responsibility (CSR) arefinalized in accordance with applicable laws.
The Company has voluntarily donated Rs. 5lacsto Shree and Rs. 0.22 lacs to AkshaypatraFoundation for charitable activities during the year.
INTERNAL FINANCIAL CONTROLS
The Company has a proper adequate and effective internal control system to ensure thatall the assets are safeguarded and protected against loss from unauthorized use ordisposition and those transactions are authorized recorded and reported correctly.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION
The Company has been taking steps for optimum utilisation of power and fuel. Theinformation as required under Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is given by way of Annexure 'A forming part ofthis Report.
EXTRACT OF ANNUAL RETURN
As required under the amended provisions of Section 92(3) of the Companies Act 2013copy of Annual Return is available at www.arex.co.in.
Shri Dinesh A Bilgi (DIN00096099) Managing Director and CFO has given necessarycertificates/compliance reports to the Company.
As required under the provisions of Section 204 of the Companies Act 2013 and theRules made thereunder a Secretarial Audit Report is given by way of an Annexure 'Bforming part of this Report. The Auditors observations are self-explanatory. Theexplanation to the query raised by the Secretarial Auditor pertaining to website is thatthe website of the Company is under development and would be operative in coming time.
M/s Sweta Patel & Associates Chartered Accountants of Ahmedabad having FirmRegistration No.139165W were appointed as Statutory Auditors of the Company for a periodof five years by the members of the Company in their 28th Annual GeneralMeeting (AGM) held on 21st September 2017. This appointment was subject to theratification at every subsequent AGM held thereafter. However in view of the amendedprovisions of Section 139 such ratification is not required with effect from 7thMay 2018. The said Auditors have submitted their willingness to continue to act asStatutory Auditors of the
Company and certificate to the effect that they are eligible for such appointment andare not disqualified to act as such. The remuneration shall be determined by the Board ofDirectors upon recommendation by the Audit Committee and mutually agreed upon by the saidAuditors.
The Auditors observations read with the notes to the Accounts for the year ended on 31stMarch 2021 are self-explanatory.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) & CORPORATE GOVERNANCE
The Companys philosophy is based on trusteeship transparency and accountability.It fosters a culture of ethical behaviour and disclosures which build a trust of ourstakeholders. The Code of Conduct ethics and Code of Conduct for Prevention of InsiderTrading are an extension of our values and reflect our commitment to ethical businesspractices integrity and compliances of both voluntary and statutory requirements. Adetailed note on Management Discussion and Analysis is given as an Annexure 'C tothis Report.
CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection with detailed note on corporate governance practices followed by the Company isgiven by way of an Annexure 'D forms an integral part of this Report.
LISTING WITH BSE LTD
The Equity Shares of the Company are listed at the BSE Ltd Mumbai under Stock Code No.526851 and ISIN No. is INE480H01011.
The Company has paid Annual Listing fees for the year 2021-22. The Company has alsopaid custodial charges to National Securities Depository Ltd and Central DepositoryServices (India) Ltd for the year 2021-22.
REGISTRAR AND SHARE TRANSFER AGENT (RTA)
M/s Link Intime India Pvt Ltd Mumbai is the RTA of the Company to carry out the sharetransfers transmission dividend and other related activities. RELATED PARTY TRANSACTIONS
All the transactions entered with related party during the year under review were onarms length basis and in the ordinary course of business and approved by the AuditCommittee. Hence these transactions are outside the purview of the provisions of Section188 of the Companies Act 2013. However details of such transactions i.e. purchaseslease services etc. are given in the Notes to the Financial Statements for the yearended on 31st March 2021 and therefore details in Form AOC-2 are not given.
LOANS GUARANTEES AND INVESTMENT
The Company has not granted any inter-corporate loan given guarantee or provided anysecurity for availing loan by other Company nor made any investments during the financialyear under review.
ENVIRONMENT AND SAFETY
The Company considers clean and safe mode of operations in all respects. Further asrequired under the provisions of Sexual Harassment (Prevention Prohibition and Redressal)Act 2013 the Company has formulated and implemented a policy on prevention of sexualharassment at workplace. There is no such complaint lodged during the year.
The Board of Directors of the Company appreciates continuous & comprehensivesupport and cooperation by the Companys bankers shareholders customers suppliersand other business associates.
Your Directors place on record their deep appreciation for contribution and devotedservices of the employees at all levels.
| ||For and on behalf of the Board |
|Regd Office: || || |
|612 GIDC Industrial Estate || || |
|ChahtralTal: Kalol ||Neel D Bilgi ||Chirag D Bilgi |
|Dist : Gandhinagar-382 729 ||Mg Director ||Mg Director |
|Date: 12th August 2021 ||DIN:00096180 ||DIN: 02094970 |