Your Directors have pleasure in presenting the 24th Annual Report of yourCompany together with the Audited Financial Statement for the year ended 31stMarch 2019.
The Company's financial performance for the year ended on 31st March 2019is summarised below:
| || || |
(? in Lakhs)
| ||Standalone ||Consolidated |
|PARTICULARS ||Year ended 31st March 2019 ||Year ended 31st March 2018 ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Revenue from Operation ||100509.91 ||101388.92 ||118666.17 ||117140.16 |
|Profit before Interest and Depreciation ||4710.43 ||8929.79 ||9709.37 ||14651.66 |
|Less: Interest ||(1847.66) ||( 2143.20) ||(3688.11) ||(3861.47) |
|Profit Before Depreciation ||2862.77 ||6786.59 ||6021.26 ||10790.19 |
|Less: Depreciation ||(1658.66) ||(1720.84) ||(2731.60) ||(2538.91) |
|Profit Before Tax ||1204.11 ||5065.75 ||3289.66 ||8251.28 |
|Less: Provision for taxation ||(473.47) ||(1767.57) ||(983.98) ||(2563.81) |
|Profit After Tax ||730.64 ||3298.18 ||2305.68 ||5687.47 |
|Transfer from Comprehensive Income ||(34.08) ||(8.34) ||(23.02) ||(9.95) |
|Dividend Paid ||(391.14) ||(240.70) ||(391.14) ||(240.70) |
|Dividend distribution tax (net) ||(80.40) ||(49.15) ||(80.40) ||(49.15) |
|Balance carried forward ||225.02 ||2999.99 ||1811.12 ||5387.67 |
|Balance brought forward from previous year ||26198.18 ||23198.20 ||28561.42 ||23593.35 |
|Balance carried to Balance Sheet ||26423.20 ||26198.18 ||30158.48 ||28561.42 |
|Earning per Share ||2.43 ||10.96 ||6.94 ||17.51 |
FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS OF THE COMPANY
|Particulars ||2018-19 ||2017-18 ||Increase/Decrease |
|Net Sales ||100060.42 ||100837.84 ||(777.42) |
|EBIDTA ||4710.43 ||8929.79 ||(4219.36) |
|Profit before tax ||1204.11 ||5065.75 ||(3861.64) |
CONSOLIDATED OPERATING RESULTS
The consolidated sales and operating income increased to ? 118666.17 lakhsfrom ? 117140.16 lakhs in the previous year showing a growth of 1.30%. The consolidatedEBT margin for the year was ? 3289.66 lakhs as against ? 8251.28 lakhs inprevious year. The consolidated net profit during the year 2018-19 was ? 2305.68 lakhscompared to consolidated net profit amounting to ? 5687.47 lakhs in the previous year.
THE STATE OF COMPANY'S AFFAIRS
The Company is engaged in the business of Tiles (Wall/ Vitrified/Ceramics) Marble& Quartz and any other businesses as may be specified in the object clause of MOA ofthe Company.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
The details of operating performance of the Company for the year the state of affairsand the key changes in the operating environment have been analysed in the ManagementDiscussion and Analysis section which forms a part of the Annual Report.
TRANSFER TO RESERVES
The Board of Directors of the Company has decided not to transfer any amount to theReserves for the year under review.
As on 31st March 2019 the Authorised Share Capital of the Company consistof 36250000 Equity Shares of ? 10/- each and issued subscribed and paid up Capitalconsist of 30087446 Equity Shares of ? 10/- each fully paid up.
The Board of Directors at its meeting held on 28th May 2019 haverecommended a payment of final dividend of ? 0.60/- (Sixty Paisa Only) per equity share ofthe face value of ? 10/- each for the Financial year ended 31st March 2019subject to approval of the shareholders of the Company at the ensuing Annual GeneralMeeting. The total dividend for the financial year 2018-19 will be ? 0.60/- per equityshare of face value ? 10/- each.
Adapting to change is quintessential to a growing organization's longevity. Over thetime Company has changed to adapt and evolve with the changing economic landscape whilekeeping its core values firmly entrenched.
The Human Resource Department has strategic and functional responsibilities for all ofthe Human Resource disciplines in this changing scenario. There are four correspondingroles for Human Resource: (a) as a strategic partner working to align Human Resource andbusiness strategy (b) as an administrative expert working to improve organizationalprocesses and deliver basic Human Resource services (c) as an employee championlistening and responding to employees' needs and (d) as a change agent managing changeprocesses to increase the effectiveness of the organization.
Within organization Human Resource Department has active engagement with employeeissues listening to their concerns and building a professional and stable relationbetween employees and employers. Managing expectations being flexible communicating andadequate training are few of the most significant factors in keeping employees contented.Human Resource Department conducts performance appraisals career development and upskilling developing effective reward systems and designing jobs to fit both the needs ofthe business and employees.
On the Industrial front the Company continued to foster cordial Industrial Relationswith its work force during the year. The Company has a diverse work force of 2334employees as on 31st March 2019 vis-a-vis 2545 employees as on 31stMarch 2018. Going forward the Company will continue to focus on nurturing the righttalent to achieve the business goal.
Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015a Vigil Mechanism or Whistle Blower Policy' for Directors employees and otherstakeholders to report genuine concerns has been established. The Audit Committee reviewsthe functioning of the Whistle Blower mechanism on a quarterly basis. The same is uploadedon the website of the Company https://www.aglasiangranito.com/investor-relation
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013
The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The objective of this policy is to provide protection against sexualharassment of women at workplace and for redressal of any such complaint of harassment.
Internal Complaints Committee has been set up to redress complaints received regardingsexual harassment. All employees (permanent contractual temporary trainees) are coveredunder this policy. We have not received any sexual harassment complaints during the year2018-19.
The Company has formalized Risk Management system by formulating and adopting RiskManagement Policy to identify evaluate monitor and minimize the identifiable businessrisk in the Organisation. This is an ongoing process and the Audit Committee periodicallyreviews all the risk and suggests the necessary steps to mitigate the risk if any whichmay threaten the existence of the Company. The Company is taking sufficient measures tomitigate various risks to the Company.
ENVIRONMENT HEALTH AND SAFETY
We believe that Environment Health and Safety (EHS) are essential and paramountpillars for sustainable growth of our business.
We have developed policies and guidelines which take our EHS compliance beyond theregulatory requirements. The policies also ensure consistent and continuous implementationof the EHS requirements throughout the Company.
A responsibility towards the environment is part of our mandate. We continuouslyendeavour to minimize adverse environmental impact and demonstrate our commitment toprotect the environment.
During the year all our manufacturing sites remained compliant with applicable EHSregulations.
HOLDING SUBSIDIARIES ASSOCIATE JOINT VENTURE COMPANIES AND THEIR PERFORMANCE
As of 31st March 2019 the Company has 5 subsidiaries out of which 1 isstep down subsidiary 1 joint venture and 1 associate Company.
During the year Trodo Ceramics Private Limited (holding Company of Crystal CeramicIndustries Private Limited and the wholly owned subsidiary Company of Asian Granito IndiaLimited) has been merged with Crystal Ceramic Industries Private Limited.
A report on performance and financial position (Form AOC-1) of each of the subsidiariesas per the Companies Act 2013 is provided as Annexure-A which forms part of this AnnualReport.
The annual accounts of the Subsidiary Companies will be made available to any Member ofthe Company seeking such information at any point of time and are also available forinspection by any Member of the Company at the Registered Office of the Company on anyworking day during business hours up to the date of the Annual General Meeting. The annualaccounts of the Subsidiary Companies are also available on the website of the Company athttps://www.aglasiangranito.com/investor-relation
RELATED PARTY TRANSACTIONS
For all related party transactions prior omnibus approval of the Audit Committee isobtained on a yearly basis for the transactions which are of a foreseen and repetitivenature and such approval is in the interest of the Company. The transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval. All related parties transactions are disclosed in note 36 tothe financial statements. In accordance with the related party transaction policy of theCompany and pursuant to the provisions of Section 188(1) of the Companies Act 2013 andRule 8(2) of the Companies (Accounts) Rules 2014 particulars of all contracts and/orarrangements entered between the Company and the related parties are annexed herewith inform AOC-2 as Annexure-B which forms part of this Annual Report.
The Related Party Transactions Policy as approved by the Board is uploaded onthe Company's website i.e. https://www.aglasiangranito.com/investor-relation
Your Company has not accepted any deposits from the public within the meaning ofSection 73 and 74 of the Companies Act 2013 and read with the Companies (Acceptance ofDeposits) Rules 2014 for the year ended 31st March 2019.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS
Details of Loans granted Guarantees given and Investments made during the year underreview covered under the provisions of Section 186 of the Companies Act 2013 are givenin note no. 03 04 and 05 to the Financial Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company believes that a strong internal control framework is necessary for businessefficiency management effectiveness and safeguarding assets. The Company has awell-defined internal control system in place which is designed to provide reasonableassurance related to operation and financial control. The Management of the Company isresponsible for ensuring that Internal Financial Control has been laid down in the Companyand that controls are adequate and operating adequately.
The audit scope mythology to be used reporting framework is defined in charter of theInternal Audit which is approved by the Audit Committee of the Board of Directors. TheInternal Auditors evaluates the efficacy and adequacy of internal control system itscompliance with operating systems and policies of the Company and accounting procedures atall the locations of the Company. Based on the report of the Internal Auditors processowners undertake corrective action in their respective areas and thereby strengthen thecontrols. Significant audit observations and corrective actions thereon are placed beforethe Audit Committee of the Board. The Internal Audit also continuously evaluates thevarious processes being followed by the Company and suggests value addition to strengthensuch processes and make them more effective.
INTERNAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS
The Company has an adequate system of internal financial control in place withreference to financial statements. The Company has policies and procedures in place forensuring proper and efficient conduct of its business the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
The Company's plant property equipments and stocks are adequately insured againstmajor risks. The Company also has appropriate liability insurance covers particularly forproduct liability. The Company has also taken Directors' and Officers' Liability Policy toprovide coverage against the liabilities arising on them.
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Bhavesh V. Patel (holding DIN: 03382527) will retire byrotation at the ensuing Annual General Meeting and is eligible for reappointment.
During the year Mr. Vishwavir Saran Das holding DIN 03627147 has been appointed as anadditional Independent Director categorized as Non-Executive Director of the Company inthe Board Meeting dated 4th December 2018 w.e.f 5th December 2018and he shall hold office upto the date of next Annual General Meeting.
During the year Mr. Mukesh Mahendrabhai Shah holding DIN 00084402 has been appointedas an additional Independent Director categorized as Non- Executive Director of theCompany in the Board Meeting dated 14th November 2018 w.e.f 14thNovember 2018 and he shall hold office upto the date of next Annual General Meeting.
During the year Mrs. Dipti Atul Mehta holding DIN 00112368 has been appointed as anadditional Independent Director categorized as Non-Executive Director of the Company inthe Board Meeting dated 12th February 2019 w.e.f 12th February2019 and she shall hold office upto the date of next Annual General Meeting.
During the year Mr. Satish Yeshwant Deodhar holding DIN 07766673 has been resignedfrom the office of the Director of the Company w.e.f 05th December 2018.
During the year Mr. Vishwavir Saran Das holding DIN 03627147 has been resigned fromthe office of the Director of the Company w.e.f 19th January 2019.
During the year Mr. Ajendrakumar Patel holding DIN 02284744 has been resigned from theoffice of the Director of the Company w.e.f 14th November 2018.
All Independent Directors (IDs) have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Thedetails terms of appointment of IDs are disclosed on the Company's website with followinglink http://aglasiangranito.com/index.php/ investor-relation
MEETINGS OF THE BOARD
During the year Six Board Meetings and one Independent Directors' meeting was heldthe details of which are given in Corporate Governance Report. The provisions of CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015were adhered to while considering the time gap between two meetings. Details of the numberand dates of Board Meeting held during the year forms part of the Corporate GovernanceReport.
During the year the Board of Directors of the Company has passed the CircularResolution by majority on 02nd February 2019.The Board has taken a note of thesame in the next Board meeting of the Company held on 12th February 2019.
COMMITTEES TO THE BOARD
In compliance with the requirement of applicable laws and as part of best governancepractices the Company has following Committees of the Board as on 31st March2019: i. Audit Committee ii. Stakeholders Relationship Committee iii. Nomination andRemuneration Committee iv. Corporate Social Responsibility Committee v. AdministrativeCommittee
The details with respect to the aforesaid Committees forms part of the CorporateGovernance Report.
The Independent Directors have been updated with their roles rights andresponsibilities in the Company by specifying them in their appointment letter along withnecessary documents reports and internal policies to enable them to familiarise with theCompany's procedures and practices. The Company endeavours through presentations atregular intervals to familiarize the Independent Directors with the strategy operationsand functioning of the Company. Site visits to various plant locations are organized forthe Directors to enable them to understand the operations of the Company.
The Independent Directors also met with senior management team of the Company ininformal gatherings.
The details of such familiarization programmes for Independent Directors are posted onthe website of the Company and can be accessed at https://www.aglasiangranito.com/investor-relation.
BOARD PERFORMANCE EVALUATION
Pursuant to the provisions of companies Act 2013 and SEBI Listing Regulations theBoard has carried out annual performance evaluation of its own performance its Committeesand the Directors including Chairman.
The evaluation manner has been carried out and has been explained in the CorporateGovernance Report.
KEY MANAGERIAL PERSONNEL
There was no change in the Key Managerial Personnel during the year under review.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of section 135 of the Companies Act 2013 theCompany has laid down a CSR policy. The contributions in this regard have been also madeto the Asian Institute of Technology which is engaged in activities in various fieldslike provides technical education to students who are below poverty line or low incomegroup in Idar etc. The composition of the committee contents of CSR policy and report onCSR activities carried out during the financial year ended 31st March 2019 inthe format prescribed under Rule 9 of the Companies (Accounts) Rules 2014 is annexedherewith as Annexure-C forming part of this Annual report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(3)(c) of the Act 2013 in relation tofinancial statements of the Company for the year ended 31st March 2019 theBoard of Directors state that:
i) In the preparation of the annual accounts for the year ended on 31stMarch 2019 the applicable accounting standards have been followed and that no materialdepartures have been made from the same;
ii) Appropriate accounting policies have been selected and applied consistently andjudgements and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on 31st March 2019 and theprofit and loss of the Company for the period 31st March 2019;
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 accounts have been prepared on a going concern basis;
v) The Company is following up the proper Internal financial controls and such internalfinancial controls are adequate and are operating effectively; and
vi) The Company has devised proper system to ensure the Compliance with the provisionsof all the applicable laws and that such systems are adequate and operatingeffectively.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. Details of Remuneration under Section 197(12) of the Companies Act 2013 anddetails required under Rule 5(1) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 are also stated in Annexure-D which forms part of thisAnnual report.
M/s. Manubhai Shah & LLP Chartered Accountants Ahmedabad (FRN: 106041W/W100136)have carried out the Statutory Audit of the Company for the FY 2018-19 and the Report ofthe Statutory Auditor forms part of the Annual Report.
Subject to approval of members in the ensuing Annual General Meeting R R S &Associates Chartered Accountants (FRN: 118336W) will be appointed as the StatutoryAuditor of the Company for the FY 2019-20.
M/s. Shilpi Thapar and Associates Company Secretaries have carried out the SecretarialAudit of the Company for FY 2018-19 and the Report of Secretarial Auditors in FormMR-3 is annexed with this Report as Annexure-E.
The observations of the Secretarial Auditor and the reply of the management is asunder:
|Sr No ||Observations of Secretarial Auditor ||Reply of the Management |
|1. ||The Company has granted loans to parties covered in the Register maintained under section 189 of The Companies Act 2013. ||The loans granted to parties covered in the register maintained under section 189 of Companies Act 2013 have been ratified by passing special resolution at the AGM held on 18/09/2018. |
|2. ||There are few material events/information which was disclosed to the Stock Exchange exceeding period of twenty four hours/thirty minutes of occurrence of the event or information as the case may be which was the requirement under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. ||The disclosure of few material events/information were delayed by negligible time due to technical issues. The Company has strengthened the compliance system to avoid such delays. |
|3. ||The Company has not provided link of Website of Company and Stock Exchanges in few newspaper publications as required as per Regulation 47(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. ||Due to oversight the website link was not provided in few newspaper publications. The Company will ensure that the complete details are provided in the newspaper publications in future. |
|4. ||During the year the Company has appointed Directors but Company has not made corporate announcement affirming that Directors being appointed are not debarred from holding the office of Director as required as per BSE Circular dated 20th June 2018 in respect of & enforcement of SEBI orders regarding the appointment of Director by listed entities. ||The necessary compliance in respect of BSE circular dated 20/06/2018 has been done on 28/05/2019. |
|5. ||The Company has not submitted to the stock exchange details regarding the voting results within forty eight hours of conclusion of its 23rd Annual General Meeting dated 18th September 2018 as required as per Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. ||The submission of voting result as per Regulation 44(3) of LODR was delayed by negligible time due to technical issue. |
|6. ||The Company has uploaded on its website the amended policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 exceeding two working days from the date of such change and approval by the Board of Directors which was the requirement as per Regulation 46(3)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ||Due to oversight the said policy was updated on 30/05/2019. The Company has strengthened the compliance system to avoid such delay. |
|7. ||Few compliance related e-forms was filed by the Company with Ministry of Corporate Affairs (MCA) beyond the time limit prescribed under Companies Act 2013 by paying additional fees. ||Due to oversight few compliance related e forms were filed with MCA beyond the prescribed time limit. The Company has strengthened the compliance system to avoid such delays. |
During the year pursuant to SEBI (Listing Obligations and Disclosures Requirement)Regulations 2015 the Company has complied with applicable provision of CorporateGovernance and a separate report of Corporate Governance is included as a part of AnnualReport along with requisite certificate from M/s. Rajesh Parekh & Co.Practicing Company Secretaries confirming compliance with the conditions of corporategovernance is attached to the Report on corporate governance.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return required under Section 134 (3) (a) and 92 (3) of theCompanies Act 2013 read with Rule 12(1) of the Companies (Management and Administration)Rules 2014 in Form MGT-9 forms part of this Annual report as Annexure-F.
The Copy of Annual Return is placed on the website of the Company. The web-link of suchAnnual Return is https://www.aglasiangranito.com/investor-relation.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure-G to thisreport.
PARTICULARS OF EMPLOYEES
Your Company does not have any employee drawing remuneration exceeding ? 1.02 Croresper annum. However Mr. Ashish Mehta the ex-employee of the Company was in receipt of aremuneration of more than ? 8.50 lakhs per month for any part of financial year 2018-19pursuant to Section 197 (12) read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
There has been material changes and commitments affecting the financial position of theCompany taken place as during the year Trodo Ceramics Private Limited (holding Company ofCrystal Ceramic Industries Private Limited and the wholly owned subsidiary Companyof Asian Granito India Limited) has been merged with Crystal Ceramic Industries PrivateLimited.
NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 532888 and on National Stock Exchange of India Limited (NSE) with scrip code ofASIANTILES. The Company confirms that the annual listing fees to both the stock exchangesfor the financial year 2019-20 have been paid.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
Your Directors thanks all Customers Investors Vendors Bankers Auditors Consultantsand Advisors for their continued support during the year. We also place on record ourappreciation of the contributions of employees at all levels. Your Directors thanksGovernments of various countries where we have our operations especially Government ofIndia and its various Ministries.
Your Directors looks forward for their continued support in the future for theconsistent growth of the Company.
| ||For and on behalf of the Board |
| ||Kamleshbhai B. Patel |
|Place: Ahmedabad ||Chairman and Managing Director |
|Date: 31st August 2019 ||DIN: 00229700 |