To the Members of
Asahi Songwon Colors Limited
Your Directors are pleased to present their Twenty Ninth Annual Report of the Companyalong with the Audited Financial Statement for the financial year ended March 31 2019.
Your Company's standalone financial performance for the year ended March 31 2019 issummarized below:
| || ||(Rs In Lakhs) |
|Particulars ||2018-2019 ||2017-2018 |
|Revenue from Operations ||29362.04 ||29383.17 |
|Other Income ||4.24 ||447.21 |
|Total Income ||29366.28 ||29830.38 |
|Profit for the year before Finance Costs Depreciation and Tax Expenses ||3957.69 ||4271.77 |
|Less : Finance Costs ||517.27 ||353.28 |
|Profit for the year before Depreciation and Tax Expenses ||3440.42 ||3918.49 |
|Less : Depreciation ||816.12 ||721.93 |
|Profit for the year before Tax Expenses ||2624.30 ||3196.56 |
|Less : Current Tax ||693.00 ||835.00 |
|Less : Deferred Tax ||101.80 ||54.00 |
|Net Profit for the year ||1829.50 ||2307.56 |
|Other Comprehensive Income (Net of Taxes) ||(190.33) ||4.76 |
|Total Comprehensive Income for the period ||1639.17 ||2312.32 |
|Surplus available for Appropriation ||14281.93 ||12792.76 |
|Appropriation: || || |
|General Reserve ||- ||150.00 |
|Final Dividend at Rs Nil (Previous Year Rs 3.00) per Equity Shares ||368.16 ||- |
|Dividend Distribution Tax ||75.68 ||- |
|Balance Carried to Balance Sheet ||13838.09 ||12642.76 |
|Total ||14281.93 ||12792.76 |
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/ STATE OF COMPANY'S AFFAIRS
During year 2018-19 the global economy continued to be uncertain characterized byweak growth in global output weakening commodity prices global trade and capital flows.Growth prospect of most of the developing countries remained gloomy. However Indianeconomy has shown sign of revival where inflation and fiscal deficit showed markedimprovement.
The market of the Pthalo Pigment was also sluggish during the year. In spite of suchuncertain economic condition your Company was able to sustain business performance. TheCompany is taking all the measures of effective management of resources to reduce cost andimprove the margin especially by making big efforts on energy saving.
b. Performance Review
During the year under review the total sales of the Company stood at Rs 29362 lakhscompared to Rs 29383 lakhs in the previous year. The profit after tax (PAT) stood at Rs1830 lakhs (Previous year Rs 2308 lakhs).
During the year under review domestic sales of the Company was Rs 9690 lakhs 33%higher as compared to Rs 7288 lakhs during the previous year.
During the year under review the total exports value to Rs 18873 lakhs compared to Rs21241 lakhs during the previous year. Your Company continues to view focus on exportmarkets for its products and are confident to explore better overseas markets in thecoming years.
d. Capital Expenditure
The Company has incurred for the existing plant a capital expenditure of Rs 1822 lakhsin the year under review compared to Rs 1973 lakhs in the previous year.
Based on your Company's performance the Directors are pleased to recommend for yourapproval final dividend @30% (Rupee 3.00 per share of face value of Rs 10/- each) for thefinancial year ended March 31 2019.
The final dividend if approved at the forthcoming Annual General Meeting will result inan outflow of Rs 368 lakhs to the Members of the Company in addition to Rs 76 lakhs asdividend distribution tax.
During the previous financial year the Company had paid final dividend @30% (Rupee3.00 per share of face value of Rs 10/- each) on the fully paid up equity share capital ofthe Company.
TRANSFER TO RESERVE
The Board of Directors of your Company has decided not to transfer any amount to theGeneral Reserves for the financial year ended March 31 2019 (Previous Year the Companyhas transferred Rs 150 lakhs to the General Reserves). An amount of Rs 13838 lakhs isproposed to be retained in the Statement of Profit and Loss.
a. Issue of equity Shares with differential rights
During the year under review there was no change in the Company's issued subscribedand paid-up equity share capital. As at March 31 2019 it stood at Rs 1227.23 lakhsdivided into 12272262 equity shares of Rs 10/- each. During the year under review noequity shares with differential rights as to dividend voting or otherwise where issued.
b. Issue of sweat equity shares
During the year under review the Company has not issued any sweat equity shares.
c. Issue of employee stock options
The Company has not granted any Employee Stock Option within the meaning of section62(1) (b) of the Companies Act 2013 read with its Rules framed there under and Regulation14 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review the Company does not have any subsidiaries jointventures and associate companies.
INTELLECTUAL PROPERTY RIGHTS
The Company has certificate for registration of trademark for its logo i.e. AsahiSongwon and its products i.e. Asafast Asaglow AsaInk and Asaperm.
CHANGE IN PROMOTERS HOLDING
During the year under review Mrugesh Jaykrishna Family Trust -1 and Gokul M.Jaykrishna Family Trust has acquired 26000 (0.21%) and 23000 (0.19%) Equity Shares ofthe Company through the stock exchange respectively. The total promoter shareholding ofthe Company hence stands increased from 65.41% to 65.81%.
FINANCE AND INSURANCE
The Company has been financed by State Bank of India and Federal Bank Limited for bothworking capital and term loans.
All assets and insurable interests of your Company including building plant andmachinery stocks vehicles stores and spares have been adequately insured againstvarious risks and perils.
Bank Term Loans
During the year under review CARE has reaffirmed CARE AA- Stable [Double AMinus; Outlook; Stable] rating assigned to the long-term facilities of your Company.This rating is applicable to facilities having tenure of more than one year. Instrumentswith this rating are considered to have the highest degree of safety regarding timelyservicing of financial obligations.
CARE has also reaffirmed the CARE A1+ [Single A One Plus] rating assigned to theshort-term facilities of your Company. This rating is applicable to facilities havingtenure up to one year. Instruments with this rating are considered to have adequate degreeof safety regarding timely servicing of financial obligations.
During the year under review CARE has reaffirmed CARE A1+ (A One Plus)indicating very strong degree of safety regarding timely payment of financial obligationsfor Commercial Paper to be issued carved out of the sanctioned working capital limits ofthe Company. As at March 31 2019 outstanding commercial paper was Nil.
The Equity shares of the Company continue to remain listed on BSE Limited (BSE) andNational Stock Exchange of India Limited (NSE). The Company has paid the Annual ListingFees to the said Stock Exchange(s) for the financial year 2019-2020.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There has been no material changes and commitments affecting the financial position ofthe Company which has occurred between the end of the financial year to which thefinancial statements relate and the date of the report.
The Company has well defined process to identify assess monitor and mitigate variousbusiness risks. The Company recognizes that these risks need to be managed to protectinterest of the stakeholders to achieve business objective and enable sustainable growth.Many risks identified by the business and functions are systematically addressed throughmitigating actions on a continuing basis. Further details are set out in the ManagementDiscussion and Analysis Report forming part of this Report.
During the year under review your Company has not accepted or renewed any depositswithin the meaning of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 and as such no amount of principal or interest wasoutstanding as on the date of the Balance Sheet.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the financial yearended March 31 2019.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED ORHAVE RESIGNED DURING THE YEAR
Directors liable to retirement by rotation
In accordance with the provisions of Section 152 and other applicable provisions ifany of the Companies Act 2013 read with Companies (Appointment & Qualification ofDirectors) Rules 2014 and the Articles of Association of the Company Mr. Munjal M.Jaykrishna Director of the Company is due to retire by rotation at the ensuing 29thAnnual General Meeting and being eligible offers himself for re-appointment. The Boardrecommends his reappointment.
Resolution seeking shareholders' approval for the re-appointment of Mr. Munjal M.Jaykrishna have been included in the Notice of the ensuing Annual General Meeting.
Change in Directorate
Mr. H. K. Khan ceased to be a director of the Company w.e.f. April 20 2019 on accountof his death.
Late Mr. H. K. Khan was appointed on the Board of the Company in 2006 and the Companyhas immensely benefitted from his vision and leadership during his tenure.
The Board of Directors of the Company express their deep condolences and pay tribute tolate Mr. H. K. Khan.
Mr. Gaurang N. Shah whose existing term of office as Independent Director is up to theconclusion of the ensuing Annual General Meeting and who was eligible for re-appointmentas Independent Director has expressed his unwillingness to be re-appointed for the secondterm at the ensuing Annual General Meeting and has tender his resignation as independentdirector and member from all committees of the Board due to his work and other travelcommitments with effect from close of business hours of August 12 2019.
The Board placed on record its deep appreciation for the contribution made by Mr.Gaurang N. Shah during his tenure as Independent Directors of the Company.
The current tenure of Mr. R. K. Sukhdevsinhji Mr. Arvind Goenka and Dr. Pradeep Jha asIndependent Directors of the Company are expiring on conclusion of 29th Annual GeneralMeeting of the Company. Based on the report of performance evaluation and recommendationsof the Nomination and Remuneration Committee the Board of your Company has recommendedthe appointment of Mr. R. K. Sukhdevsinhji Mr. Arvind Goenka and Dr. Pradeep Jha asIndependent Directors of the Company for their 2nd term of 5 (five) consecutive years witheffect from August 12 2019 with the approval of shareholders' by way of specialresolutions at the ensuing Annual General Meeting of the Company.
The brief profile and other information of the Directors seeking reappointment asrequired under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 have been included in the Notice convening the ensuing Annual GeneralMeeting of the Company. None of Directors of the Company are disqualified as perapplicable provisions of the Act.
Subject to the approval of the shareholders and based on the recommendations of theNomination and Remuneration Committee the Board of Directors at its meeting held onAugust 12 2019 appointed Mr. Jayprakash M. Patel as an Additional Independent Director ofthe Company for a period of 5 years commencing from August 12 2019. The resolutionseeking the appointment of Mr. Jayprakash M. Patel as an Independent Director has beenincluded in the Notice of the ensuing Annual General Meeting.
Your Directors recommends the Resolutions for your approval for the aforesaidappointment/re-appointment continuation.
Declaration of independence
The Company has received necessary declarations from all the independent directors ofyour Company confirming that they meet the criteria of independence under Section 149(6)of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015. The Board confirms that the said IndependentDirectors meet the criteria as laid down under the Companies Act 2013 as well as SEBIRegulations.
Profile of Directors seeking appointment/re-appointment
As required under Regulation 36 (3) of the SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 particulars of Directors seekingappointment/re-appointment at the ensuing Annual General Meeting are annexed to the noticeconvening 29th Annual General Meeting.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 KeyManagerial Personnel of the Company as on March 31 2019 are as follows:
Mrs. Paru M. Jaykrishna Chairperson and Managing Director
Mr. Gokul M. Jaykrishna Joint Managing Director & CEO
Mr. Chandravadan R. Raval General Manager (Accounts) & CFO
Mr. Saji Varghese Joseph Company Secretary
There was no change in the Key Managerial Personnel during the year under review.
The Composition of the Board of Directors of the Company includes a women director viz.Mrs. Paru M. Jaykrishna. Accordingly the Company is in compliance with the requirement ofSection 149 (1) of the Companies Act 2013 read with Rule 3 of the Companies (Appointmentand Qualification of Directors) Rules 2014.
The Remuneration Policy of your Company as formulated by the recommendation of theNomination and Remuneration Committee of the Board of Directors is attached herewith asper Annexure B to this Report and is also available on your Company'swebsite.
Board Efiectiveness a. Familiarization Programme for the Independent Directors
Your Company has put in place a well structured familaristion programme for all itsdirectors including independent directors of the Company with respect to the roles andresponsibilities outlined under the Companies Act 2013 and other related Regulations. TheDirectors are familiarized with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. from time to time. The Company makes consistent efforts to acquaint the Boardwith the overall business performance covering all Business verticals by way ofpresenting specific performance of each Plants Product Category and Corporate Functionfrom time to time. Details of the Familiarization Programme are explained in the CorporateGovernance Report.
b. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard of Directors has carried out an annual evaluation of its own performance itsCommittees Independent Directors Non-Executive Directors Executive Directors and theChairperson of the Board.
The Nomination and Remuneration Committee of the Board has laid down the manner inwhich formal annual evaluation of the performance of the Board its Committees andIndividual Directors has to be made. It includes circulation of evaluation formsseparately for evaluation of the Board and its Committees IndependentDirectors/Non-Executive Directors/Executive Directors and the Chairman of your Company.
The performance of Non-Independent Directors the Board as a whole and the Committeesof the Board has been evaluated by Independent Directors in a separate meeting. At thesame meeting the Independent Directors also evaluated the performance of the Chairpersonof your Company after taking into account the views of Executive Directors andNon-Executive Directors. Evaluation as done by the Independent Directors was submitted tothe Nomination and Remuneration Committee and subsequently to the Board.
The performance of the Board and its Committees was evaluated by the Nomination andRemuneration Committee after seeking inputs from all the Directors on the basis ofcriteria such as the Board/Committee composition and structure effectiveness of theBoard/Committee process information and functioning etc.
The performance evaluation of all the Directors of your Company (including IndependentDirectors Executive and Non-Executive
Directors and Chairman) is done at the Nomination and Remuneration Committee meetingand the Board meeting by all the Board members excluding the Director being evaluated onthe basis of criteria such as contribution at the meetings strategic perspective orinputs regarding the growth and performance of your Company among others. Following themeetings of Independent Directors and of Nomination and Remuneration Committee the Boardat its meeting discussed the performance of the Board as a whole its committees andindividual Directors.
The Independent Directors are regularly updated on industry & market trends plantprocess and operational performance of the Company etc. through presentations in thisregard and periodic plant visits.
They are also periodically kept aware of the latest developments in the CorporateGovernance their duties as directors and relevant laws.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of its knowledge and ability confirm that:
i) in the preparation of the annual financial statements for the year ended March 312019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
ii) the directors had selected such accounting policies and applied them consistentlyand made judgements 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 end of the financial year and theprofit and loss of the Company for that period;
iii) proper and sufficient care has been taken for the maintenance of 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;
iv) the annual financial statements have been prepared on a going concern basis;
v) your Company has laid down proper internal financial controls and that suchinternal financial controls are adequate and were operating effectively; and
vi) your Company has devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Number of Meeting of the Board of Directors
During the Financial Year 2018-19 five (5) numbers of Board Meetings were held todeliberate on various matters the details of which are given in the Corporate GovernanceReport which forms an integral part of this Annual Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.
Independent Directors' Meeting
A separate Meeting of the Independent Directors of the Company was also held on January12 2019 whereat the prescribed items enumerated under Schedule IV to the Companies Act2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 werediscussed.
During the year under review the Audit Committee comprised of three Non-ExecutiveDirectors all of whom are Independent Directors. Mr. Gaurang N. Shah was the Chairman ofthe Audit Committee. The Composition of the Audit Committee meets the requirement ofSection 177 of the Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligationand Disclosure Requirements) Regulation 2015. The Company Secretary is the Secretary ofthe Committee. The Joint Managing Director & CEO Chief Financial Officer and Auditorsare permanent invitees to the committee meetings.
The detail of terms of reference of Audit Committee number and dates of meetings heldattendance of the directors and remunerations paid to them are given separately in theattached Corporate Governance Report. Your Company has a well structured Internal AuditSystem commensurate with its size and operations. During the year there were no instanceswhere the board had not accepted the recommendations of the Audit Committee.
There are no recommendations of the Audit Committee which have not been accepted by theBoard. Further details on the Audit Committee are provided in the Corporate GovernanceSection of the Annual Report.
On August 12 2019 the Audit Committee was reconstituted due to the resignation of Mr.Gaurang N. Shah. Dr. Pradeep Jha has been appointed as the Chairman of the AuditCommittee. The Audit Committee comprised of three Non-Executive Directors all of them areIndependent Directors.
NOMINATION AND REMUNERATION COMMITTEE
During the year under review the Nomination and Remuneration Committee comprised ofthree Non-Executive Directors all of whom are Independent Directors. Further detailsrelating to the Nomination and Remuneration Committee are provided in the CorporateGovernance Report which forms an integral part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
Stakeholders' Relationship Committee looks into matters relating to transfer/transmission of securities; non-receipt of dividends; non-receipt of annual report etc.Further details pertaining to Stakeholders Relationship Committee are provided in theCorporate Governance Report which forms an integral part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofyour Company has constituted a Corporate Social Responsibility (CSR) Committeewhich is Chaired by Mrs. Paru M. Jaykrishna the Chairperson and Managing Director of theCompany Your Company also has in place a CSR policy and the same is available on thewebsite of the Company. The committee places before the Board the details of theactivities to be undertaken during the year. A detail report is attached as Annexure D forming part of this report.
The report of the Board of Directors of your Company on Corporate Governance in termsof Regulation 34 read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented as a separate section titled CorporateGovernance Report which forms a part of the Annual Report is attached to the report onCorporate Governance as per Annexure H.
The composition of the Board the Audit Committee the Nomination and RemunerationCommittee the Stakeholders Relationship Committee the Corporate Social ResponsibilityCommittee and other Committees of the Board the number of meetings of the Board andCommittees of the Board and other matters are presented in the Corporate GovernanceReport.
A certificate from Mr. Bipin L. Makwana Practising Company Secretaries Ahmedabadregarding compliance with the Corporate Governance requirements as stipulated in theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations) which forms part of the AnnualReport.
a. Statutory Auditors
The Statutory Auditors M/s. Mahendra N. Shah & Co. Chartered Accountants (FirmRegistration No. 105775W) Ahmedabad were appointed as the Statutory Auditors of theCompany for a term of five years up to the conclusion of the 32nd Annual General Meetingof the Company if so required under the Law.
The Pursuant to the provisions of Section 139(1) of the Companies Act 2013 as amendedwith effect from May 7 2018 ratification of the appointment of the statutory auditorsby the Members at every Annual General Meeting during the period of their appointment hasbeen withdrawn from the Section 139(1) of the Companies Act 2013 with effect from thatdate. In view of the above no resolution is proposed for ratification of appointment ofthe Statutory Auditors at the ensuing Annual General Meeting and a note in respect of thesame has been included in the Notice of the ensuing Annual General Meeting.
M/s. Mahendra N. Shah & Co. Chartered Accountants Ahmedabad have confirmed thatthey are not disqualified to continue as Auditors and are eligible to hold office asAuditors of the Company. As authorized by the shareholders the Board on therecommendation of the Audit Committee has ratified the appointment of the StatutoryAuditors for their respective remaining terms at such remuneration as may be mutuallyagreed between the Board of Directors and the Statutory Auditors from time to time.
The Auditors have also confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold a valid certificateissued by the Peer Review Board of the ICAI.
The observations made by the Statutory Auditors on the Financial Statements of theCompany in their Report for the financial year ended March 31 2019 read with theExplanatory Notes therein are self-explanatory and therefore do not call for anyfurther explanation or comments from the Board under Section 134(3)(f ) of the CompaniesAct 2013. The Auditors' Report does not contain any qualification reservationdisclaimer or adverse remark.
b. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed Mr. Bipin L. Makawana Company Secretary in Practice to undertakethe Secretarial Audit of the Company.
Mr. Bipin L. Makawana Company Secretary in Practice have carried out Secretarial Auditof the Company for the Financial Year 2018-19 and the Report of Secretarial Auditor inForm MR-3 is annexed with this Report as Annexure F forming part ofthis Report.
c. Cost Auditors
During the year under review cost audit was not applicable to the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT
During the year under review neither the Statutory Auditors nor the SecretarialAuditors of the Company have reported to the Audit Committee under Section 143(12) of theCompanies Act 2013 any instances of fraud committed against your Company by its officersand employees details of which would need to be mentioned in the Board's Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has in place adequate internal financial control system commensurate withthe size of its operations. Internal control systems comprising of policies and proceduresare designed to ensure sound management of your Company's operations safe keeping of itsassets optimal utilisation of resources reliability of its financial information andcompliance. Systems and procedures are periodically reviewed to keep pace with the growingsize and complexity of your Company's operations. Internal Audit is conducted throughoutthe organization by qualified outside Internal Auditors. Findings of the internal AuditReport are reviewed by the top Management and by the Audit Committee of the Board andproper follow up actions are ensured wherever required. During the year under review nomaterial or serious observation has been received from the Auditors of your Company citinginefficiency or inadequacy of such controls.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return of your Company as on March 31 2019 in Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 is given in Annexure - E and isalso available on the Company's website.
CASH FLOW STATEMENT
As required under Regulation 34(2) (c) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Cash Flow Statement prepared in accordance with theIndian Accounting Standard 7 (IND AS-7) is attached to the Financial Statement.
EXPORT HOUSE STATUS
The Company has been awarded status of Two Star Export House by Office ofDevelopment Commissioner Kandla Special Economic Zone Gandhidham Kutch in accordancewith provisions of Foreign Trade Policy 2015-2020. This status is valid till December 152020.
RESEARCH AND DEVELOPMENT (R&D)
The Company has a Research and Development centre which is recognized by the Ministryof Science and Technology Government of India. Focused areas of R & D was on productquality cost reduction new product offerings and environmental sustainability.
AWARDS AND RECOGNITION
Over the years the Company has participated and won many awards and recognition. Theawards won during the financial year 2018-19:
The Gujarat Dyestuff Manufacturing Association (GDMA) First award for self manufactureddirect export of Dye Intermediates and special trophy for self manufactured domestic saleof Dye Intermediates of Rs 25 crore and above during the year 2017-18.
CHEMEXCIL award for outstanding export performance in exporters during the 2016-17 inDye & Dye intermediate category.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Pursuant to Section 186 of the Companies Act 2013 read with the Companies (Meetings ofBoard and its Powers) Rules 2014 disclosures on particulars relating to loans advancesand investments as at March 31 2019 are given in the Notes to the Financial Statements.There are no guarantees issued or securities provided by your Company in terms of Section186 of the Companies Act 2013 read with the Rules issued there under.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review all contracts / arrangements / transactions entered intoby your Company with Related Parties were on arm's length basis and in the ordinary courseof business. There are no material transactions with any Related Party as defined undersection 188 of the Companies Act 2013 read with the Companies (Meetings of Board and itsPowers) Rules 2014. All Related Party transactions have been approved by the AuditCommittee of your Company.
The details of contracts and arrangements with Related Parties of your Company for thefinancial year ended March 31 2019 are given in Notes to the Standalone FinancialStatements forming part of this Annual Report.
The Policy on Related Party Transactions as approved by the Board is available on thewebsite of the Company.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption and foreign exchange earnings and outgo isgiven as per Annexure A hereto forming part of this Report.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Your Company has established a Vigil Mechanism for reporting of concerns through theWhistle Blower Policy of your Company which is in compliance of the provisions of Section177 of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board andits Powers) Rules 2014 and the Listing Regulations. The Policy provides for frameworkand process whereby concerns can be raised by its employees against any kind ofdiscrimination harassment unethical behavior actual or suspected fraud or violation ofthe Company's Code of Conduct or Ethics Policy. Whistle Blower Policy is disclosed on thewebsite of the Company. The Audit Committee of the Board overseas the functioning of thepolicy.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by anyregulatory authority court or tribunal which shall impact the going concern status andCompany`s operations in future.
The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across organization.
PARTICULAURS OF EMPLOYEES AND RELATED DISCLOUSRES
The information required pursuant to Section 197 of Companies Act 2013 read with Rule5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are annexed as per Annexure C tothis Report.
Your Company has ISO 14001:2015 for Environmental Management System certification andISO 9001-2015 for quality management system for plant at Vadodara.
MANAGEMENT'S DISCUSSSION AND ANALYSIS REPORT
Management Discussion and Analysis as stipulated under s stipulated under Regulation 34of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015 is presentedin a separate section forming part of this Annual Report. It provides details about theoverall industry structure global and domestic economic scenarios developments inbusiness operations/ performance of the Company's businesses international operationsinternal controls and their adequacy risk management systems and other materialdevelopments during the financial year 2018-19 forming part of the Annual Report as perAnnexure- G.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PRHIBITION& REDRESSAL) ACT 2013
Your Company has zero tolerance for sexual harassment at workplace. The Company hasadopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (POSH Act) and the rules framedthereunder. It is the continuous endeavour of the Management of the Company to create andprovide an environment to all its employees that is free from discrimination andharassment including sexual harassment. During the year under review the Committee hadnot received any compliant.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Transfer of Unpaid/ Unclaimed Dividend to Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124(5) of the Companies Act 2013 (theAct) unclaimed/ unpaid dividend of Rs 116314/- (Final Dividend of 2010-11 Rs 67376and Interim Dividend of 2011-12 Rs 48938) was transferred during the year under review toInvestor Education and Protection Fund (IEPF).
Pursuant to the provisions of the IEPF (Uploading of information regarding unpaid andunclaimed amounts lying with Companies) Rules 2012 the Company has filed the necessaryform and uploaded the details of unclaimed amounts lying in unpaid dividend accounts withthe Ministry of Corporate Affairs.
Unclaimed dividend in respect of the Financial year 2011-12 will be due for transfer toIEPF on November 1 2019.
Transfer of Equity Shares to Investor Education Protection Fund Authority (IEPFA)
In terms of Section 124(6) of the Act read with Rule 6 of the IEPFA (Accounting AuditTransfer and Refund) Rules 2016 (as amended from time to time) shares on which dividendhas not been paid or claimed by a shareholder for a period of seven consecutive years ormore shall be credited to the Demat Account of IEPFA within a period of thirty days ofsuch shares becoming due for transfer. Upon transfer of such shares all benefits (likedividend bonus split Annual Report 2018-19 consolidation etc.) if any accruing onsuch shares shall also be credited to the Account of IEPF and the voting rights on suchshares shall remain frozen till the rightful owner claims the shares. Shares which weretransferred to the Demat Account of IEPFA can be claimed back by the shareholder byfollowing the procedure prescribed under the aforesaid rules.
During the year under review the Company has transferred 653 equity shares to IEPFA asdividend had not been encashed or claimed on the above shares during the seven consecutiveyears from the financial Year 2010-11 to 2017-18.
Details of Nodal Officer
The details of the nodal officer appointed by the Company under the provisions of IEPFare given below and the same is disseminated in the website of the Company.
|Name of the Company Secretary ||Mr. Saji Varghese Joseph |
|Nodal Officer || |
|Direct Phone No. ||079 39825000 |
|Email Id ||firstname.lastname@example.org |
|Address ||Asahi House |
| ||13 Aaryans Corporate Park |
| ||Nr. Shilaj Railway Crossing |
| ||Thaltej - Shilaj Road Thaltej |
| ||Ahmedabad 380059 |
ENVIRONMENT HEALTH AND SAFETY
The Company is committed to health and safety of its employees contractors andvisitors. We are compliant with all EHS Regulations stipulated under the Water (Preventionand Control of Pollution) Act The Air (Prevention and Control of Pollution) Act TheEnvironment Protection Act The Factories Act and Rules made there under. Safety andenvironmental standards are periodically reviewed and upgraded. The Company preserves inits efforts to educate safe and environmentally accountable behavior in every employee aswell as its vendors.
The solid waste generated at the Works after treatment of its liquid effluent isshifted to a Gujarat Pollution Control Board (GPCB) approved site.
The Company has maintained a greenbelt around its sites as a part of its commitment toenvironment management.
The Company continues to demonstrate its commitment to a clean and safe environment.The state of the art effluent treatment plant continues to run satisfactorily so that thetreated wastewater discharged is well within the stipulated norms set by GPCB. As a partof water conservation efforts the Company has implemented suitable engineering solutionto utilize recycled water as much as possible in cleaning gardening and other utilities.
INSIDER TRADING REGULATIONS
Based on the requirements under the SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the Code of Conduct for prevention of insider tradingis in force in your Company. The Board of Directors of the Company has adopted the revisedCode of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation in compliance with Chapter IV of the said Regulations and the same has beenuploaded on the Company's website.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board and its Committees which havemandatory application during the year under review.
APPRECIATION AND ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the assistance andcooperation received from the Government of India Government of Gujarat Electricitysupply companies and Bankers during the year under review.
The Company is thankful to the shareholders for reposing trust in the Company and theirunflinching enthusiasm and patronage.
| ||For and on behalf of the Board of Directors |
| ||Paru M. Jaykrishna |
|Place :Ahmedabad ||Chairperson & Mg. Director |
|Date: August 12 2019 ||DIN 00671721 |
13 Aaryans Corporate Park
Nr. Shilaj Railway Crossing Thaltej Shilaj Road
Thaltej Ahmedabad 380 059 (India)