Your Directors are pleased to present the 20th Annual Report and the AuditedAccounts for the year ended 31st March 2017.
1. FINANCIAL HIGHLIGHTS
|Particulars ||For the year ended 31.03.2017 ||For the year ended 31.03.2016 |
|Revenue from operations (Net) ||12360.19 ||12495.83 |
|Expenses ||11285.91 ||11863.26 |
|Other Income ||56.65 ||60.77 |
|Profit before Interest Tax Depreciation & Amortization finance cost and exceptional items ||1130.93 ||693.34 |
|Less: || || |
|1. Finance Cost ||544.65 ||86.27 |
|2. Depreciation & amortization expenses ||415.85 ||452.38 |
|3. Profit/(Loss) before taxation ||170.44 ||154.69 |
|4. Provision for taxation (incl. deferred tax) ||(85.00) ||(16.02) |
|Profit for the year carried to Balance Sheet ||255.44 ||170.71 |
2. HIGHLIGHTS OF PERFORMANCE
The Company's total revenue from operations stood at Rs. 12360.19 Lacs and the revenuefor previous year stood at Rs. 12495.83 Lacs The revenue from operation comprises ofDomestic Sales of Rs.11975.51 Lacs and Exports Rs 384.68 Lacs. The Company earned Profitbefore Interest Tax Depreciation & Amortization finance cost and exceptional itemsof Rs. 1130.93 Lacs and profit after tax of Rs. 255.44 Lacs as compared to Profit of Rs.170.72 Lacs for the previous year ended 2015-16.
The Company is into manufacturing of passenger car seating fabric and a nominatedsupplier by OEM's being Maruti Suzuki Ford India Hyundai Mahindra & Mahindra TATAToyota Honda Renualt-Nissan etc. AUNDE India holds a significant place in the Indiantechnical textile Industry in the automotive fabrics as there are fewer players in thesegment. The Company currently has around 31-33% market share of the total AutomotiveFabrics consumption in India (including cars exported out of India). The company expectsto capture additional market share to become a dominant player having at least 45-50%share by 2021
The growth and market position is achieved by Aunde India due to various tie ups withglobal companies out of US Japan China South Korea etc. and other members companiesglobally of the Aunde Group. The strong foothold of the Company in the Market is due toits continuous Innovative offerings both in technology and design consistent qualityperformance & timely execution at competitive rates.
3. CHANGE IN THE NATURE OF THE BUSINESS
There were no changes in the nature of business during the year under review asprescribed in Rule 8 of the Companies (Accounts) Rules 2014.
In order to conserve the resources of the Company the Board of Directors are notrecommending any dividend for the Financial Year.
The Company has not transferred any amount to reserves in current financial year.
6. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE:
Aunde Achter & Ebels GmbH Germany is the JV partner of the Company and is holding42.82% shares of the Company.
7. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
The particulars of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form a part of the Notes to Financial Statements provided in thisAnnual Report.
The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 or under Chapter V of the Companies Act 2013.
Mr. Bheemanna B. Chikkerur Non-Executive Director of the Company who retires byrotation at ensuring Annual General Meeting has expressed his inability due to personalreasons and therefore unwillingness to continue as Director of the Company. The Board hasapproved the same and he shall vacate his office at the conclusion of the ensuing AnnualGeneral Meeting.
The information of Directors seeking appointment as required pursuant to Regulation36(3) of SEBI (LODR) Regulations 2015 is provided in the notice covering the AnnualGeneral Meeting of the Company.
10. DETAILS OF BOARD MEETINGS:
The Board of Directors of your Company met 8 (Eight) times during the Financial Yearended 31st March 2017. The details of Board Meetings and the attendance of theDirectors thereat are provided in the Corporate Governance Report. The intervening timegap between two consecutive Meetings was within the period prescribed under the CompaniesAct 2013.
11. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief according to the information and explanationsobtained by them Board of Directors of the Company makes the following statements interms of Section 134(3)(c) of the Companies Act 2013:
(i) that in the preparation of the Annual Financial Statements for the year ended March31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
(ii) that such accounting policies as mentioned in Notes to Financial Statements havebeen selected and applied consistently and made judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31 2017 and of the profit of the Company for the year ended onthat date;
(iii) that proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that the Annual Financial Statements have been prepared on a going concern basis;
(v) that the proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
12. ANNUAL PERFORMANCE EVALUATION OF BOARD:
Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ('SEBI Listing Regulations')the Board of Directors has carried out an annual evaluation of its own performance as aBoard the directors individually as well as the evaluation of the working of itsCommittees.
The performance of the board was evaluated by the Board after taking into considerationinputs received from the Directors covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board cultureexecution and performance of specific duties obligations and governance effectiveness ofboard processes information and functioning etc. as provided by the Guidance Note onBoard Evaluation issued by the Securities and Exchange Board of India on January 5 2017.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings independence of judgment safeguarding the interestof the Company and its minority shareholders etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the board its committees and individual directors was also discussed. Performanceevaluation of independent directors was done by the entire board excluding theindependent director being evaluated.
13. DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
14. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
Pursuant to the SEBI Regulations the Company has worked out a FamiliarizationProgramme for the independent Directors with a view to familiarize them with their rolerights and responsibilities in the Company nature of Industry in which the Companyoperates business model of the Company etc.
The policy for Familiarization Programme for the Independent Directors is available onthe website of the company.
15. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:
As required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time details of Remuneration to Directors and Key Managerial Personnel isprovided in Form MGT-9 annexed to this Report.
The Company has no employee who- (i) if employed throughout the financial year was inreceipt of remuneration in aggregate more than Rs 60 Lacs or (ii) If employed for partof the financial year was in receipt of remuneration in aggregate more than Rs 5 Lacsper month. Hence the information required to be given pursuant to the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from timeto time is not applicable to the Company.
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended which form part of the Directors' Report will be madeavailable to any shareholder on request as per provisions of section 136(1) of the saidAct.
Pursuant to the legislation 'The Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013' the Company has a Policy on Prevention of SexualHarassment at Workplace. There was no case reported during the year under review under thesaid Policy.
16. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
A separate section on Corporate Governance is included in the Annual Report and theCertificate from the Company's auditors confirming the compliance of conditions onCorporate Governance as stipulated in SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this report as Annexure I.
17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
For the financial year under review as stipulated in SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management Discussion and Analysis Report isAnnexed to this report as Annexure II.
18. RELATED PARTY TRANSACTIONS:
All transactions entered Into with related party during the financial year as definedunder Section 188(3) of the Companies Act 2013 and Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 were in the ordinary course ofbusiness and at Arm's Length Price basis and do not attract the provisions of Section 188of the Companies Act 2013. There were no materially significant transactions with relatedparties during the financial year which were in conflict with the interest of the Company.
All Related party Transactions are approved by Audit Committee. Prior omnibus approvalis obtained from the Audit Committee in respect of the transactions which are repetitivein nature. The transactions entered into pursuant to omnibus approval so granted arereviewed on a quarterly basis by the Audit Committee.
Suitable disclosure as required by the Accounting Standards (AS18) has been made in thenotes to the Financial Statements. The Company has proposed to take approval of Membersregarding related party transactions propose to be enter into with related parties in nextfinancial year through Ordinary Resolution.
The policy on Related Party Transactions as approved by the Board is available on thewebsite of the company. The same can be accessed on www.aundeindia.com.
19. TRANSACTIONS WITH RELATED PARTIES:
None of the transactions with related parties falls under the scope of section 188(1)of the Act. Information on transactions with related parties pursuant to section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given asAnnexure III in Form AOC-2 to this report.
20. POLICIES OF THE COMPANY:
The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") mandated the formulationof certain policies for all listed companies. All our Corporate Governance Policies areavailable on the Company's website viz. www.aundeindia.com. The Policies are reviewedperiodically by the Board and its Committees and are updated based on the need and newcompliance requirement.
The key policies that have been adopted by the Company are as follows:
|Related Party Transactions Policy ||This Policy is deals with (a) the materiality thresholds for related party transactions and; (b) the manner of dealing with the transactions between the Company and its related parties based on the Act SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and any other laws and regulations as may be applicable to the Company. |
|Whistle Blower Policy/Vigil Mechanism ||Your Company has a Vigil Mechanism/Whistle Blower Policy which provides adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to Mr. Vinit Rathod Chairman of the Audit Committee in appropriate or exceptional cases. |
|Code of Conduct for Insider Trading ||This Policy sets up an appropriate mechanism to curb Insider Trading. It provides Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. |
|Materiality Policy ||This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations. |
|Document Retention and Archival Policy ||The purpose of this Policy is to specify the type of document(s) and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company including written printed and recorded matter and electronic forms of records. |
21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGSAND OUTGOINGS:
The information as required under Section 134(3)(m) of The Companies Act 2013 readwith Rule 8(3) of The Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption and foreign exchange earnings is Annexed to this report asAnnexure IV.
22. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company's management is responsible for establishing and maintaining an adequatesystem of internal financial control over financial reporting. The Company has in placeadequate systems of internal control commensurate with its size and the nature of itsoperations. These have been designed to provide reasonable assurance with regard torecording and providing reliable financial and operational information complying withapplicable statutes safeguarding assets from unauthorized use or losses excludingtransaction with proper authorization and ensuring compliance of corporate policies. YourCompany remains committed to improve the effectiveness of internal control systems forbusiness processes with regard to its operations financial reporting and compliance withapplicable laws and regulations.
23. INDIAN ACCOUNTING STANDARD (IND AS)
The Indian Accounting Standards (IND AS) were notified by the Ministry of CorporateAffairs on February 16 2015. These standards will become applicable to the Company witheffect from 1st April 2017 with comparatives for the previous year ending 31stMarch 2016. Your Company has taken adequate steps in this regard to ensure a smoothtransition to IND AS.
24. SIGNIFICANT MATERIAL ORDER PASSED BY 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.
25. RISK MANAGEMENT POLICY:
The Company has framed a Risk management policy which was approved by the Boardpursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (previously Clause 49 of the Listing Agreement). There is a continuousprocess for identifying evaluating and managing significant risks faced through a riskmanagement process designed to identify the key risks faced by the Company. Risks wouldinclude significant weakening in demand from core-end markets inflation uncertainties andany adverse regulatory developmentsetc. During the period a risk analysis and assessmentwas conducted and no major risks were noticed.
26. CORPORATE RESPONSIBILITY STATEMENT (CSR):
The company is not required to comply with section 135 of the Companies Act 2013 alongwith rules made in this behalf as the Company does not fulfill any criteria provided underSub-section 1 of Section 135 of the Companies Act 2013.
27. STATUTORY AUDITORS:
In terms of the provisions of Section 139(2) of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 pertaining to mandatory rotation of StatutoryAuditors your Company is required to appoint new Statutory Auditors in place of M/s.Majibail & Co. Chartered Accountants Mumbai (Firm Rgn. No. 105970W) the existingStatutory Auditors at the ensuing 20th (Twenty) AGM of the Company.
Keeping in view the requirements set out in the Companies Act 2013 and Rules framedthereunder and based on the recommendation of the Audit Committee the Board of Directorshave recommended the appointment of M/s. Thakur Vaidyanath Aiyar & Co. CharteredAccountants Mumbai (Firm Rgn. No. 000038N) as the new Statutory Auditors for a term of 5(five) years to hold office from the conclusion of the 20th (Twenty) AGM tillthe conclusion of 25th (Twenty Fifth) AGM subject to approval of the Membersat the ensuing AGM.
Your Company has obtained written confirmation from M/s. Thakur Vaidyanath Aiyar &Co Chartered Accountants that they are eligible for appointment in terms of the saidprovisions of the Companies Act 2013 and Rules framed thereunder and that they are notdisqualified for appointment. The Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia (ICAI).
28. COST RECORDS AND AUDIT:
Pursuant to the directives of the Central Government under the provisions of Section148(1) of Companies Act 2013 Company has maintained cost records and included the samein Books of Accounts.
As the Company does not fulfill the criteria's mentioned in Rule 4 of Companies (costrecords and audit) Rules 2014 Cost Audit is not applicable for the financial year2016-17.
29. SECRETARIAL AUDIT:
As required under Section 203 of the Companies Act 2013 Secretarial Audit Report asobtained from M/s. Sanjay Dholakia & Associates Practising Company Secretaries isannexed and forms part of the Boards' Report.
30. SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Sanjay Dholakia & Associates Practicing Company Secretaries toundertake Secretarial Audit. The Report is annexed to this Report as Annexure V.
31. OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR:
As mentioned in the report Your Directors would like to inform you that the Companyhas appointed Chief Financial Officer (CFO as KMP) and Independent Directors as requiredby the Companies Act 2013 SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
32. EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form No. MGT -9 as provided under sub-section (3) ofSection 92 of the Companies Act 2013 annexed herewith the Boards' report as Annexure VI.
Your Directors wish to place on record their appreciation for the co-operation extendedby all the employees Bankers Financial Institutions various State and CentralGovernment authorities and Stakeholders.
| ||For and on behalf of the Board of Directors |
|Place : Mumbai ||Ajay Anand |
|Date: 28th April 2017 ||Managing Director |
ANNEXURE TO THE DIRECTORS REPORT
Statement Pursuant to Section 134 (3) of the Companies Act 2013 read with Rule 8(3) ofChapter IX of Companies (Accounts) Rules 2014.
A. Steps taken for Conservation of energy:
The Company has undertaken a number of steps for conservation of energy. Some of whichare highlighted below:
i. Installation of LED lightings across all factories consuming less energy.
ii. Regulated compressed air supply in factories.
Hi. Introduction of separate regulated air line for machines which has zero %leakage. iv. Installation of new energy saving equipment's and appliances across allfactories.
B. Steps taken by the Company for utilizing alternate sources of energy:
The Company has started installing solar lights around the factory areas and plans togradually increase the alternate source of energy in the coming times.
C. Research & Development
(i) Specific area in which R & D is carried out by the Company:
- Introduction of New Products and Improving the Processes of existing products.
- Making new Designs acceptable to international customers.
(ii) Benefits derived as a result of R & D activities:
- Product Range Extension.
- Improvement of Quality and yield.
- Cost reduction leading to competitiveness.
- Development of Various Designs as well as new products with high standard ininternational market.
- Reduction in Cost and Time cycle better effluent management and utilizing onlyindigenous products for offering finished products in export market.
- Reduction in Cost and Time cycle better effluent management.
(iii) Future Plan of Action:
- Development of Products for indigenous market.
- Substitute Development of new designs for Export of high value products which arecurrently imported.
- Expanding the market by going in for diversification in the home product range.
- Developing new products range to have edge over others with high standards of qualityand unique design to compete with other indigenous manufacturers to improve the exportturnover base.