Your Directors are pleased to present the Seventy third Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March 2019.
FINANCIAL SUMMARY AND HIGHLIGHTS
A summary of the Company's financial results for the Financial Year 2018-19 is as under:
(Rs. in Lacs)
Total revenue was Rs. 18837.55 lacs for FY 2018-19 as compared to Rs. 24645.15 lacs for FY 2017-18 a decrease of 23.56%. eBItDA stood at Rs. 4001.04 lacs as compared to Rs. 3573.53 Lacs during FY 2017-18 an increase of 12%. Net Profit Tax stood atRs. 1908.91 lacs for FY 2018-19 as compared to Rs. 1447.55 lacs for FY 2017-18 an increase of 32 %.
Total revenue was Rs. 27217.77 lacs for FY 2018-19 as compared to Rs. 32033.91 lacs for FY 2017-18 a decrease of 15%. eBItDA stood at Rs. 5539.47 lacs as compared to Rs.5271.78 lacs during FY 2017-18 an increase of 5.1%. Net Profit after Tax stood at Rs. 2246.07 lacs for FY 2018-19 as compared to Rs. 1926.12 lacs for FY 2017-18 an increase of 16.6 %.
The Company continues to operate at its installed 3.625 MW capacity Wind power plant comprising of 1.125 MW capacity at Gadag District of Karnataka and 2.50 MW capacity at Satara District of Maharashtra supplying to electricity Boards.
ENGINEERED STONE PROJECT
The Company in process to setup a state of the art fully automated 'engineered Stone' project with an installed capacity of 600000 square meters per annum with a capital outlay of about Rs. 2000 Million (USD 27.50 Millions) funded from internal accruals and bank borrowings. This diversification into the Engineered Stone business has synergies with existing business and is expected broad base the company's business mix.
The Board in its meeting held on 22nd May 2019 has recommend a finaldividend of 30% i.e Rs. 0.30 per equity share of Re.1/- each for the financial year 2018-19. The proposal is subject to the approval of shareholders at ensuing Annual General Meeting.
The total outflow as dividend declared (excluding dividend tax) Rs. 248.56 Lacs. (Previous Year outflow wasRs. 248.56 lacs).
The paid up equity Share Capital as at 31st March 2019 stood at Rs. 828.55 lacs. During the year under review the Company has not issued shares or convertible securities or shares with after differential voting rights nor has granted any stock options or sweat equity or warrants.
TRANSFER TO RESERvE
The Board proposed to transfer Rs. 200.00 lacs to the general reserve on account of declaration of Dividend.
The Company has filed an application with Tribunal (NCLT) Mumbai Bench for approval of the Scheme of Amalgamation of the Deejay Mining and Exports Private Limited (DMepl) with the Company in consideration of issue of equity Shares of the Company to the Shareholders of DMepl. DMepl is primarily engaged in the business of mining and processing of Kota Stone. Amalgamation will improve organisational capability arising from the pooling of manufacturing and marketing resources in one entity. Further amalgamation will eliminate multiple companies resulting into a simplified structure. This will consolidated the effort of management and will enable to closely monitor manufacturing and marketing activities. the approval of nClt is yet awaited.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financial to statements for the year ended on 31st March 2019 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act 2013 (hereinafter referred to as the Act) read with the Companies(Accounts) Rules 2014 as amended from time to time. the estimates and judgements relating to the Financial Statements are made on a prudent basis so as to reflect in a true and fair manner the form and substance of transactions and reasonably present the Company's state of affairs profits and cash flows is for the year ended 31st March 2019. the notes to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this Report.
During the year under review the Rating agencies CRISIl maintained the BBB+ rating of the Company's long borrowings and A2 rating for the Company's short term borrowings.
PERFORMANCE OF SUBSIDIARIES
The Company has foreign subsidiaries viz: ASI Global limited Mauritius and Al Rawasi Rock & Aggregate llC Fujairah UAe.
Your directors draw attention of the members to the note no. 42 of Consolidated Financial Statements which set out salient features of Financial Statement of Subsidiary Companies.
Al Rawasi Rock Aggregate llC became a material subsidiary of the Company on the basis of 31st March 2019 thresholds laid down under the listing Regulations as amended. the Board of Directors of the Company has approved a policy for determining material subsidiaries which is in line with the listing Regulations as amended from time to time. the policy was revised effective from April 1 2019 in line with the amendments made to the listing Regulations. the policy has been uploaded on the Company's website at http://www.asigroup.co.in
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules 2014 a statement containing salient features of the financial statements of Subsidiaries given in Form AOC-1 which forms an integral part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company as required under the SeBI (listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as Listing Regulations) is provided in separate section and forms an integral part of this Report.
As per Regulation 34(3) read with Schedule V of the listing Regulations a separate section on corporate governance practices followed by the Company together with a from the Company's Auditors confirming compliance forms integral part of this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGt-9 as required under Section 92 of the Act is attached as Annexure `A' which forms an integral part of this Report and is also available on the Company's website viz. http://www. asigroup.co.in
In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association Mrs. Anita Jatia Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment. the Board recommends her re-appointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting. Brief profile of Mrs. Anita Jatia has been given in the notice convening the Annual General Meeting.
During the year under review the Company through postal ballot resolution has re-appointed Mr. Sanjay Seksaria and Mr. Anshul Sonawala as an Independent Director on the Board of Directors of the Company in accordance with Section 149 and 152 of the Act with effect from 1st April 2019 to hold office for a term of 5 (five) consecutive years.
All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the listing Regulations. In the opinion of the Board the Independent Directors fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the listing Regulations. the Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & ethics.
NUMBER OF MEETiNGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year 2018-19 forms part of the Corporate Governance Report.
KEY MANAGERIAL PERSONNEL
Mr. Deepak Jatia Chairman and Managing Director Mr. S.R. Soni Chief Executive officer Mr. Pavan Soni Chief Financial Officer and Mr. Manoj Jain Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company. During the year under review no person were appointed/ceased as Key Managerial personnel of the Company.
COMMITTEES OF THE BOARD
The Board of Directors have Audit Committee nomination and Remuneration Committee Stakeholders' Relationship Committee and Corporate Social Responsibility Committee.
The details of the Committees along with their composition number of meetings and attendance at the meetings are providedan in the Corporate Governance Report.
Pursuant to the provisions of the Act and the listing Regulations a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning composition of the Board and its Committees culture execution and performance of specific duties obligations and governance.
The performance evaluation of the Directors was completed during the year under review. the performance evaluation of the Chairman and the non-Independent Directors was carried out by the Independent Directors and Non-Executive Director The Board of Directors expressed their satisfaction with evaluation process.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of loans Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who may use such mechanism. the Whistle Blower policy has been posted on the website of the Company at http://www.asigroup.co.in
NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors Key Managerial personnel and Senior Management of the Company. the policy broadly lays down the guiding principles philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission).
Key Managerial personnel Senior Management and other employees. the policy also provides the criteria for determining qualifications positive attributes and Independence of Director and criteria for appointment of Key Managerial personnel / Senior Management and performance evaluation which are considered by the nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. the above policy has been posted on the website of the Company at http:// www.asigroup.co.in
RELATED PARTY TRANSACTIONS
All transactions entered with Related parties for the year under review were on arm's length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further there are no material related party transactions during the year under review with the promoters Directors or Key Managerial personnel. All related party transactions are mentioned in the notes to the accounts. the Company has developed a framework through Standard Operating procedures for the purpose of identification and monitoring of such Related Party
All Related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature and a statement giving details of all Related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.
The policy on Related party transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be seen at the link http://www.asigroup.. co.in . none of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant regulators courts tribunals impacting the going concern status and Company's operations in future.
DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134(5) of the Companies Act 2013 your Directors subscribe to the Directors' Responsibility Statement and the Board of Directors of the Company confirm that: in the preparation of the annual accounts for the year ended 31st March 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures;
the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2019 and of the profit or loss of the Company for the year ended on that date;
the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
the Directors have prepared annual accounts on a `going concern' basis;
the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
(a) STATUTORY AUDITOR
M/s S.C.Bandi & Co. Chartered Accountants (FRn-130850W) was appointed as Statutory Auditor of the Company for a period of five consecutive years at Annual General Meeting (AGM) of the Members held on 22nd September 2017 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.
There is no audit qualification reservation or adverse remark for the year under review.
(b) COST AUDITORS
As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amended from time to time your Company has been carrying out audit of cost records. Accordingly M/s. n.D. Birla & Co. a firm of Cost Accountants in practice appointed to undertake the cost audit for the financial ended 31st March 2019. the Company has maintained Cost Record as specified by the Central Government under sub section (1) of Section 148 of the Companies Act 2013.
Further the Board of Directors on the recommendation of the Audit Committee have appointed M/s. n.D. Birla & Co. a firm of Cost Accountants to undertake the audit of cost records of the Company for the financial year ended 31 st March 2020.
(C) SECRETARiAL AUDiTORS
As required under Section 204 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 the Board has appointed M/s. GMJ & Associates Company Secretaries as Secretarial Auditor of the Company in relation to the financial year 2019-20. The Company has received consent for such appointment. the Secretarial Audit Report for the year 2018-19 is attached as Annexure-`B'
There is no secretarial audit qualification for the year under review.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system which are constantly assessed and strengthened with new/revised standard operating procedures. the Company's internal control system is commensurate with its size scale and complexities of its operations. The internal and audit is entrusted to M/s l.B.Jha & Co Chartered Accountants a firm of Chartered Accountants. The main thrust of internal audit is to test and review controls appraisal of risks and business processes besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. the Company has a robust Management Information System which is an integral part of the control mechanism.
REPORTING OF FRAUD
There was no instance of fraud during the year under review which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk management plans in its strategy business was and operational plans. year
Your Company through its risk management process strive to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.
There are no risks which in the opinion of the Board threaten the existence of your Company. However some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per provision of Section 135 read with Schedule VII of the Companies Act 2013 along with the Companies (Corporate Social Responsibility policy) Rules 2014 and any other statutory amendment or modification thereof and the Company's CSR policy in respect of Corporate Social Responsibility activity a separate Report on CSR activities is attached as Annexure `C' their to this Report. the CSR policy has been posted on the website of the Company at http://www.asigroup.co.in also refer note No. 28(b) notes to accounts of standalone financial statement for CSR Expenditure.
ENVIRONMENT HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. the Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned compliances of environmental regulations and preservation of natural resources.
In order to comply with provisions of the Sexual Harassment of Women at Workplace (prevention prohibition and Redressal) Act 2013 and Rules framed thereunder the Company has formulated and implemented a policy on prevention prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent temporary or contractual are covered under the above policy. the said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year under review no complaints pertaining to sexual harassment of women employees were reported to the Company.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment competence and dedication of its employees in all areas of the business. the Company has a structured induction process at all locations objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.
INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act 2013 read with IepF Authority (Accounting Audit transfer and Refund) Rules 2016 all unpaid and unclaimed dividends are required to be transferred by the Company to IepF established by the Central Government after the completion of seven years. Further according to the rules the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IepF Authority accordingly the Company has transferred unclaimed and unpaid dividend. Further the corresponding shares were also transferred to the IepF Authority as per the requirements of IepF Rules details of which are provided on Company's website at http://www. asigroup.co.in.
STATUTORY INFORMATION AND OTHER DISCLOSURES
The information on conservation of energy technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules 2014 is attached as Annexure `D' and forms an integral part of this Report.
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 is attached as Annexure `E' and forms an integral part of this Report. Rs. A statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedAnnexureas `E' and forms an integral part of this annual report.
In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 the statement showing the name of the employees drawing remuneration in excess of the limit specified in the Rules are not applicable on the Company as during the period no employee of the Company was drawing salary in excess of the that drawn by the Managing Director or Whole time Director or Manager.
The Company has not accepted any deposits within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014.
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Statements in this Directors' Report and Management Discussion and Analysis Report describing the Company's objectives projections estimates expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include raw material availability and its prices cyclical demand and pricing in the Company's principal markets changes in Government regulations Tax regimes economic developments within India and the countries in which the Company conducts business and other ancillary factor.
Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work and support your Company's achievements would not have been possible. Your Directors also wish to thank its customers dealers agents suppliers investors and bankers for their continued support and faith reposed in the Company.
|On behalf of the Board of Directors|
|Place: Mumbai||Chairman & Managing Director|
|Date: 22nd May 2019||DIN: 01068689|