|BSE: 514286||Sector: Industrials|
|NSE: ASHIMASYN||ISIN Code: INE440A01010|
|BSE 00:00 | 21 Oct||7.19||
|NSE 00:00 | 21 Oct||7.00||
|Mkt Cap.(Rs cr)||92|
|Mkt Cap.(Rs cr)||92.36|
Ashima Ltd. (ASHIMASYN) - Director Report
Company director report
Your Directors take pleasure in presenting the Thirty Sixth Annual Report of yourCompany together with Audited Financial Statements for the year ended on March 312019.
1. FINANCIAL RESULTS
Your Companys performance during the above year is summarized below:
(' in Lacs)
Your Directors do not recommend any dividend on the equity shares as well as preferenceshares.
No amount has been transferred to any reserve.
4. review of business operations and future prospects
During the year under review the Company has reported a profit of ' 1776 lacs for theyear at PBT level compared to ' 12587 lacs in the preceding year. It may be noted that theperformance for the year includes ' 3236 lacs (last year ' 14540 lacs) being anexceptional and extraordinary item which mainly includes gain on account of sale ofsurplus land by the company. The operational performance excluding impact of suchexceptional item has improved during the year and the loss at PBT level has reduced to '1100 lacs (arrived at after adjusting reported PBT for non-recurring expenses (net) of '359 lacs) compared to loss of ' 1910 lacs in the preceding year (adjusted fornon-recurring expenses (net) of ' 43 lacs). Upon prudent utilization of proceeds from saleof surplus assets the interest cost for the year reduced further by ' 261 lacs andcontributed positively to the profitability.
The Denim division has been able to increase the volumes further during the year onaccount of higher penetration into the domestic brand segment. However the export marketremained lackluster on account of stiff pricing pressure and impact of fiscal policy onvolumes being exported to neighbouring countries. Upgradation of manufacturing facilitiescarried out over last couple of years has enabled the division to enhance its productprofile and better spread in terms of market reach. Margins remained under pressure due tovarious reasons such as firmed up yarn prices increase in power tariff and fuel coststough competition prevailing in the sector. However the division exercised bettercontrols on other operational costs including product and process optimization and keptoverall costs under control. Division has been able to improve its bottom-line though notsignificantly on account of combined effect of all such measures.
Spinfab division has achieved impressive growth in volumes for last 2 years due tobusiness with brand segment and large format stores contributing to the volume push. Thedivision witnessed increased pressure on margins as cost increases could not be passed onin the market due to demand-supply variables. Yarn prices as well as prices of dyes andchemicals remained higher during the year. Utility costs including power and fuel alsowent up. The negative impact of the same has been aptly offset by measures undertaken onattaining cost efficiencies and effective control on the overheads.
A detailed discussion on performance appears as part of Management Discussion andAnalysis attached to this report.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF OURCOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
There are no material changes and commitments which affect the financial position ofthe Company occurring between the end of financial year and the date of this Reportexcept as stated specifically in this Report.
6. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any Subsidiary Joint Venture or Associate Company for theyear ended on March 312019.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014. Therewere no unpaid or unclaimed deposits as on March 312019.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 forms part of this Report and annexedat Annexure-1.
9. RISK MANAGEMENT
The Company has framed and adopted a "Risk Management Policy" to identifymonitor minimize and mitigate risks and determine the responses to various risks tominimize their adverse impact on the organization. The Company is exposed to variousfinancial risks viz. credit risk liquidity risk foreign currency risk interest raterisk etc. The executive management oversees the risk management framework and the AuditCommittee evaluates internal financial controls and risk management systems. However thedetails of risk management objectives and policies made by the Company under the saidprovision is given in the notes to the Financial Statements. In the opinion of Boardthere are no risk which may threaten the existence of the Company. The Risk ManagementPolicy is placed on the website of the Company at www.ashima.in
10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
In terms of requirements of Section 135(1) the Board of Directors at its meeting heldon August 112017 has constituted a Corporate Social Responsibility (CSR) Committee. TheCSR Committee consists of 3 (Three) Directors viz. Mr. Chintan N. Parikh-Chairman Dr.Bakul Dholakia- Independent Director and Mr. Atulkumar Singh- Independent Director as onMarch 312019.
During the financial year the said Committee met on February 09 2019 forconsideration review and recommendation to the Board of Directors of the Company for CSRexpenditure. The Committee has noted that no amount was required to be spent towards CSRexpenditure for the FY 2018-19 in terms of Section 135(5) of the Companies Act 2013. TheCSR Policy is placed on the website of the Company at www.ashima.in
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIESACT 2013
During the year the Company has granted loan and made investments. However there areno guarantees given or security provided under Section 186 of the Companies Act 2013. Thedetails of loan granted and investments made as on March 312019 are given in the Notes tothe Financial Statements forming part of the Annual Report.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE wITH RELATED PARTIES
All the transactions with Related Parties are placed before the Audit Committee for itsapproval and at the Board of Directors for information. Prior omnibus approval of theAudit Committee is obtained for the transactions which are of a foreseeable and repetitivenature. The transactions entered into pursuant to omnibus approval are placed before AuditCommittee and Board of Directors on quarterly basis. The policy on Related PartyTransaction (RPT) as revised by the Board of Directors at its meeting held on February 092019 in the light of amendments in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which is applicable w.e.f. April 012019 is available atthe Companys website at www.ashima.in
All the related party transactions were on arms length basis and hence disclosurein Form AOC-2 is not required. There were no materially significant transactions with anyof the related parties that may have potential conflict with the interest of the Companyat large.
Transactions with related parties as per requirements of IND-AS are disclosed in thenotes to the Financial Statements.
13. NOMINATION AND REMUNERATION POLICY
A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and Rules theretostating therein the Companys policy on Nomination and Remuneration of Directors KeyManagerial Personnel and Senior Management and the same was revised by the Board ofDirectors at its meeting held on February 09 2019 in the light of amendments in the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The said revisedpolicy is placed on the Companys website at www.ashima.in.
14. ANNUAL EVALUATION OF BOARDS PERFORMANCE
Pursuant to the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and in accordance with the policy laid downby the Nomination and Remuneration Committee (NRC) as approved by the Board of Directorsthe Board has carried out an annual evaluation of its performance its Committees and allindividual Directors.
In a separate meeting of Independent Directors performance of Non IndependentDirectors performance of the Board as a whole and performance of the Chairman &Managing Director was evaluated. The manner in which the evaluation has been carried outhas been explained in the Corporate Governance Report.
15. 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 included in this Report as Annexure-2. TheAnnual Return of the Company has been placed on the website of the Company at
16. WEBSITE OF YOUR COMPANY
Your Company maintains a website www.ashima.inwhere detailed information of the Company and specified details in terms of the CompaniesAct 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015have been provided.
17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the year 4 (four) meetings of the Board of Directors were held as requiredunder the Companies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. The details of
Board meetings held during the financial year 2018-19 have been furnished in theCorporate Governance Report forming part of this Annual Report.
During the year your Company has complied with applicable Secretarial Standards issuedby the Institute of Company Secretaries of India (ICSI).
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. Mr. Sanjay Majmudar: The Board of Directors on recommendation of the Nomination andRemuneration Committee (NRC) appointed Mr. Sanjay Majmudar as an Additional Directorw.e.f. November 03 2018 and designated him as an Independent Director. In terms ofSection 161 of the Act he holds office up to the date of ensuing Annual General Meeting(AGM). Accordingly the Board recommends the resolution in relation to the appointment ofMr. Sanjay Majmudar as an Independent Director for a first term of five (5) consecutiveyears commencing from November 03 2018 to November 02 2023 for the approval by themembers of the Company.
2. Dr. Bakul H. Dholakia: He is completing his first term of five (5) years of hisappointment as an Independent Director on September 28 2019 and is eligible forre-appointment for another term of five (5) consecutive years subject to approval of theMembers by Special Resolution. Based on the performance evaluation of the IndependentDirectors the NRC has recommended and the Board of Directors has approved hisre-appointment as an Independent Director for a second term of five (5) consecutive yearscommencing from September 29 2019 subject to approval of Members. Since he shall beattaining age of 75 years on July 15 2022 during his second term the requisitejustification and disclosure has been made in the Notice of AGM as per applicableregulations.
3. Mrs. Koushlya Melwani: The Board of Directors on recommendation of the NRC hasre-designated Mrs. Koushlya Melwani from Non-Independent Director to Independent Directorand appointed her as an Independent Director of the Company for a first term of five (5)consecutive years commencing from May 25 2019 to May 24 2024 subject to approval of theMembers. Your Board recommends the resolution in relation to her re-designation andappointment as an Independent Director.
All the above Independent Directors named at Sr. 1 to 3 above meet the criteria ofindependence as prescribed under Section 149(6) of the Act and as per Regulation 16(1)(b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and they arenot debarred or disqualified from being appointed or continuing as directors of companiesby the SEBI /MCA or any such statutory authority. During their tenure of appointment theyshall not be liable to retire by rotation as provided under Section 152(6) of theCompanies Act 2013.
4. Mr. Vipul Naik: The Board of Directors on recommendation of the NRC appointed Mr.Vipul Naik as an Additional Director w.e.f. May 25 2019. In terms of Section 161 of theAct he holds office up to the date of ensuing AGM. Accordingly the Board recommends theresolution in relation to appointment of Mr. Vipul Naik as a Director (Non-Executive Non-Independent) for the approval by the members of the Company.
The Company has received requisite Notices from Member(s) under Section 160 of theCompanies Act 2013 in respect of all the aforesaid Directors stated at Sr. 1 to 4proposing their candidature for the office of Director. The resolutions for appointment/re-appointment of aforementioned Directors along with their brief profile forms part ofthe Notice of the 36th AGM and the respective resolutions are recommended for approval ofmembers.
Retirement by Rotation:
In accordance with the Articles of Association and the relevant provisions of theCompanies Act 2013 Mr. Chintan N. Parikh retires by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible seeks re-appointment. Your Boardrecommends his reappointment.
1. Mr. Bihari B. Shah Independent Director of the Company resigned from the office ofDirector with effect from February 09 2019. Your Directors wish to place on record theirsincere appreciation of services rendered and valuable guidance provided by him during hislong association with the Company as a Director since January 2006.
2. Mr. Atulkumar Singh Independent Director of the Company resigned from the officeof Director with effect from May 25 2019. Your Directors wish to place on record theirsincere appreciation of services rendered by him during his association with the Company.
There was no change in the composition of the Board of Directors and Key ManagerialPersonnel during the year under review except as stated above.
19. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provision of Section 134(3) and 134(5) of Act the Board of Directorsconfirms that to the best of its knowledge and belief:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had 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 end of the financial year and ofthe profit of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
(f) the directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
20. DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors have given their declaration to the Company stating theirindependence pursuant to Section 149(6) and Regulation 16(1)(b) SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015. The terms and conditions of theappointment of Independent Directors have been disclosed on the website of the Company at
21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Programmefor the Independent Directors to familiarize them with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model etc. The details of the Familiarization Program are available on thewebsite of the Company at www.ashima.in.
The Companys plant property equipments and stocks are adequately insuredagainst major risks. The Company has also taken Directors and OfficersLiability Insurance Policy to provide coverage against the liabilities arising on them.
23. PARTICULARS OF EMPLOYEES
i) The ratio of the remuneration of each director to the median employeesremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areforming part of this report and is annexed as Annexure-3 to this Report.
ii) The statement containing particulars of employees as required under Section 197(12)of the Companies
Act 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this report. However thesaid statement is not being sent along with this Annual Report to the members in line withthe provisions of Section 136 of the Companies Act 2013. The same is open for inspectionat the Registered Office of the Company. Copies of this statement may be obtained by themembers by writing to the Company Secretary.
(a) STATUTORY AUDITORS
M/s. Mukesh M. Shah & Co. Chartered Accountants Ahmedabad (Firm Registration No.106625W) were appointed as Statutory Auditors of the Company at the 34th AnnualGeneral Meeting held on August 112017 for a term of five (5) consecutive financial yearsi.e. commencing from FY 201718 subject to their appointment being ratified by theshareholders in every AGM. The Companies Amendment Act 2017 has with effect from May 072018 omitted the requirement of ratification of appointment of Statutory Auditors at everyintervening Annual General Meeting. Accordingly the same is not required to be placedbefore the Members at the ensuing AGM.
The Statutory Auditors has given a confirmation to the effect that they are eligible tocontinue with their appointment and have not been disqualified in any manner fromcontinuing as Statutory Auditors. The remuneration payable to the Statutory Auditor shallbe determined by the Board of Directors based on the recommendation of the AuditCommittee.
The Auditors Report for FY 2018-19 forms part of this Annual Report and does notcontain any qualification reservation or adverse remark.
(b) COST AUDITOR
The Board of Directors on the recommendation of the Audit Committee have appointedM/s. Ankit Sheth & Co. Cost Accountants (Membership No: M/ 34404) as Cost Auditor ofthe Company for the financial year 2019-20 on a remuneration as mentioned in the Noticeconvening the 36th Annual General Meeting for conducting the audit of the costrecords maintained by the Company.
A Certificate from M/s. Ankit Sheth & Co. Cost Accountants has been received tothe effect that their appointment as Cost Auditor of the Company if made would be inaccordance with the limits specified under Section 141 of the Act and Rules framedthereunder.
The Company has filed the Cost Audit Report for the financial year 2017-18 on August31 2018 which is within the stipulated timeline prescribed under the Companies (CostRecords and Audit) Rules 2014.
As per requirements of the Section 148 of the Act read with the Companies (Cost Recordsand Audit) Rules 2014 the Company is required to maintain cost records and accordinglysuch accounts are made and records have been maintained for the year ended March 312019.
(c) SECRETARIAL AUDITOR
Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 and the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 as amended the Company has appointedMr. Tapan Shah Practicing Company Secretary Ahmedabad to undertake the SecretarialAudit of the Company for the financial year ended March 312019. The Secretarial AuditReport is annexed herewith as Annexure-4.
The Secretarial Audit Report for the year ended on March 312019 does not contain anyqualifications reservations or adverse remarks.
25. REPORTING OF FRAUD BY AUDITORS
There have been no instances of fraud reported by the Auditors u/s 143 (12) of theCompanies Act 2013 and rules framed thereunder either to the Company or to the CentralGovernment.
26. VIGIL MECHANISM
Your Company has established Vigil Mechanism (whistle blower policy) for Directors andemployees to report their genuine concerns details of which have been given in theCorporate Governance Report annexed to this Report and displayed on the website of theCompany at www.ashima.in.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There has been no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Companys operations. All ordersreceived by the Company during the year are of routine in nature which have no significant/ material impact.
28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details on Internal Control Systems and their adequacy are provided in theManagement Discussion and Analysis which forms part of this Report.
29. LISTING wITH STOCK EXCHANGES
Your Company is listed with the BSE Limited and National Stock Exchange of India Ltd.and the Company has paid the listing fees to each of the Exchanges.
30. AUDIT COMMITTEE
The Company has an Audit Committee pursuant to the requirements of the Companies Act2013 read with the rules framed there under and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The details of composition of Audit Committee and otherdetails relating to the same are given in the Report of Corporate Governance forming partof this Report. During the Financial Year 2018-19 there has been no instance where theBoard has not accepted the recommendations of the Audit Committee.
31. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 (3) read with Schedule V (C) of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 a report on CorporateGovernance along with certificate of compliance from M/s. Mukesh M. Shah & CoChartered Accountants and Management Discussion and Analysis Report forms part of thisreport as Annexure 5 & 6 respectively.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a. Issue of equity shares with differential rights as to dividend voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company underany scheme including Employee Stock Option Scheme.
c. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees.
33. DISCLOSURE AS PER SEXUAL HARASSMENT OF wOMEN AT wORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has constituted an Internal Complaints Committee (ICC) in due compliancewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 to redress complaints received regarding sexual harassment.
Your Directors state that during the year under review there were no complaintsrelating to sexual harassment nor any cases filed pursuant to the said Act.
Your Directors express their gratitude for the dedicated services put in by all theemployees of the Company.
Your Directors places on record their sincere thanks to the customers vendorsinvestors and banks for their continued support. Your Directors are also thankful to theGovernment of India State Government and other authorities for their support and solicitsimilar support and guidance in future.
Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo.
The Information under Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules
2014 for the year ended March 312019 is given here below and forms part of theBoards Report.
A. Conservation of Energy
i. Energy Conservation measures taken:
Replaced conventional tube fixtures with LED tubes thereby achieving betterillumination at work places as well as saving power.
Improved condensate recovery by attending to flash steam recovery pluggingsteam leakages and applying proper insulation on condensate & steam lines. This hasresulted into increase in average feed water temperature at boiler house and improvedsteam to fuel ratio.
Replaced manual fuel feeding system in boiler bunker with fuel feeding by JCBresulting into efficient material handling and reduced power consumption.
Equipped yarn-dyeing machine motors with new variable frequency drives andoperated with lower frequency resulting into reduced power consumption withoutcompromising on yarn quality.
Modified carriers within the beam-dyeing and package-dyeing machines so as toimpart greater flexibility and higher production volumes. This has resulted into efficientmachine utilization and reduced energy consumption in terms of power steam water as wellas chemical consumption.
Regular monitoring of power factor to reduce overall power cost.
ii. Utilization of alternate source of energy:
During the year under review the sludge from Effluent Treatment Plant was dried byheating with
solar energy instead of electricity/fuel.
iii. The capital investments on energy conservation equipments:
The cost of the equipment for the energy conservation is ' 15.31 Lacs
B. Technology Absorption
i. Efforts in brief made towards Technology Absorption:
Old HMI servo motors PLC servo drives modules and connected electroniccomponents of a machine replaced by advanced and up-graded version of PLC & softwareby a reputed brand.
New steam flow meters installed in steam lines to monitor specific steamconsumption pattern with variety of yarn and fabric sizes.
Installed auto titration system in dyeing and sizing department resulting intoimproved quality parameters.
ii. The benefits derived:
The above efforts enabled reduction in breakdowns and efficient machine operations.
iii. I n case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):
? Technology imported : High speed sample warping machine
Year of import : 2016-17
Whether technology has been fully absorbed? : Yes
? Technology imported : Continuous tumbler machine
Year of import : 2017-18
Whether technology has been fully absorbed? : Yes
iv. Expenditure incurred on Research and Development:
The company has not incurred any expenditure on research and development activity.
C. Foreign Exchange Earning and Outgo
During the year under review foreign exchange earnings were ' 2090.02 lacs excludingdeemed export and foreign exchange outgo was ' 69.51 lacs.