You are here » Home » Companies » Company Overview » Axtel Industries Ltd

Axtel Industries Ltd.

BSE: 523850 Sector: Others
NSE: N.A. ISIN Code: INE767C01012
BSE 00:00 | 03 Apr 90.10 -6.20
(-6.44%)
OPEN

95.00

HIGH

96.75

LOW

88.00

NSE 05:30 | 01 Jan Axtel Industries Ltd
OPEN 95.00
PREVIOUS CLOSE 96.30
VOLUME 1959
52-Week high 148.70
52-Week low 78.00
P/E 11.08
Mkt Cap.(Rs cr) 146
Buy Price 88.00
Buy Qty 25.00
Sell Price 90.00
Sell Qty 95.00
OPEN 95.00
CLOSE 96.30
VOLUME 1959
52-Week high 148.70
52-Week low 78.00
P/E 11.08
Mkt Cap.(Rs cr) 146
Buy Price 88.00
Buy Qty 25.00
Sell Price 90.00
Sell Qty 95.00

Axtel Industries Ltd. (AXTELINDUSTRIES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 27th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch 2019.

1. Financial summary or highlights/Performance of the Company

The financial results for the year are as under:

[Rupees in Lacs]
PARTICULARS YEAR ENDED 31.03.2019 YEAR ENDED 31.03.2018
Sales including excise duty and other Income 11350.20 8374.11
Profit before depreciation & amortization and exceptional items 2214.97 1027.39
Less: Depreciation and amortization 279.67 238.71
Less: Exceptional items 115.78 0.00
Profit before tax 1819.52 788.68
Less: Provision for tax 538.06 199.64
Provision for deferred tax (14.46) (4.20)
Profit/(Loss) after taxation 1295.92 593.24

2. Dividend

Your Board recommends dividend @ Rs. 1.50 (Rupee One and Paise Fifty Only) per equityshare (i.e. 15%) of Rs.10 for the financial year 2018-19.

3. Reserves

Your Board does not propose to carry to any reserves for the financial year 2018-19.

4. Brief description of the Company's working during the year/State of Company's affair

Total turnover during the year 2018-19 increased by Rs. 2769.10 lac (increase of33.34%) compare to previous year 201718 and there is profit of Rs. 1295.92 lac (after tax)during the year 2018-19 against profit of Rs. 593.24 lac (after tax) during the year2017-18.

5. Change in the nature of business if any

There is no change in the nature of business during the financial year 2018-19.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.

7. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future during the financialyear and or subsequent to the close of the financial year of the Company to which thebalance sheet relates and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Company has appointed internal auditor for adequacy of internal financial controlsand your Board has taken adequate care for financial control.

9. Details of Subsidiary/Joint Ventures/Associate Companies

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement.

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

11. Deposits

Your Company has not accepted any deposit during the year and there was no deposit atthe beginning of theyear. Therefore the details relating to deposits covered underChapter V of the Act is not applicable.

12. Statutory Auditors

The present statutory auditor M/s. VCA & Associates Chartered Accountants has beenappointed for a period five years pursuant to the provisions of section 139 of theCompanies Act 2013 at the AGM held on 28th September 2017 and will continue toact as statutory auditor of the Company.

13. Auditors' Report

The observations of the Auditors are explained wherever necessary in an appropriatenote to the Audited Statement of Accounts. No qualification. reservation or adverseremark or disclaimer has been made by the auditor in their auditors' report for the year2018-19

14. Share Capital

During the year under review the Company has not issued any securities nor has grantedany stock option or sweat equity.

15. Annual return

As per latest amendment in section 92 of the Companies Act 2013 a copy of annualreturn will be displayed on Company's web site i.e. www.axtelindia.com after filing annualreturn after completion of ensuing annual general meeting with the Registrar of Companieswithin the time stipulated in said section 92 of Act. However extract of annual return inForm MGT-9 is attached. (Annexure-G)

16. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are attached herewith (Annexure-A).

17. Corporate Soclal Responsibility (CSR)

The Company has incurred Rs. 14.62 lakhs towards corporate social responsibility duringthe year 2018-19 as required under section 135 of the Companies Act 2013. Report on CSRactivities in terms of section 135 of the Companies Act 2013^ is annexed to this report(Annexure-D).

18. Directors & Key Managerial Personnel

Shri Ameet Nalin Parikh (DIN 00007036) Director retires by rotation at the ensuingannual general meeting and being ‘ eligible offered himself for re-appointment asDirector.

B) Declaration by an Independent Director(s) and re- appointment if any

A declaration by Independent Directors that they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 have been received.

Shri Ameet Nalin Parikh (DIN 00007036) Director of the Company retiring by rotationand eligible for re-appointment has given his consent and declaration under Form DlR-8pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment andQualification of Directors) Rules 2014. Details of Shri Ameet Nalin Parikh (DIN00007036) Director seeking re-appointment as per Regulation 36 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulation 2015 with theBombay stock exchange is attached herewith (Annexure- E)

C) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and individual Directors which includes criteria for performanceevaluation of executive directors and non-executive directors.

In evaluating the suitability of individual Board members the Committee may take intoaccount factors such as:

i. General understanding of the Company's business;

ii. Educational back ground and experience:

iii. Personal and professional ethics integrity and values;

iv. Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

19. Number of meetings of the Board of Directors

During the year from 181 April 2018 to 31sl March 2019 theBoard of Directors met six times on the following dates:

Sr Date Board Strength No. of Directors Present
1 22-05-2018 8 6
2 09-08-2018 8 6
3 26-09-2018 7 3
4 05-11-2018 7 6
5 07-02-2019 6
6 26-03-2019 8 3

20. Audit Committee

The members of the Audit Committee of the Company as on 3151 March 2019 areas under:

No. Name of Director Designation
1 Shri Sandeep Gul Lalwani Non-Executive Independent Director
2 Shri Nimish Patel Non-Executive Independent Director
3 Shri Ameet Nalin Parikh Non-Executive Director
4 Mrs. Deepti Sharma Non-Executive Independent Director

Smt. Anjali Harshvardhan Hegde and Shri Nikhil Ramesh Parikh Independent Directorsresigned as Director during the year 2018-19 and accordingly ceased as members of theAudit Committee and Shri Nimish Patel and Mrs. Deepti Sharma were appointed asNon-Executive Independent Directors and also members of the Audit Committee during theyear 2018-19.

There was no occasion regarding non acceptance of any recommendation of the AuditCommittee during the year.

21. Details of establishment of vigil mechanism for directors and employees

The Board has appointed the following persons as members of vigil committee:

No. Name of Director Designation
1 Shri Ajay Naishad Desai Whole-time Director
2 Shri Sandeep Gul Lalwani Non-Executive Independent Director
3 Shri Ameet Nalin Parikh Non-Executive Director

The Company has framed a whistle blower policy in terms of listing.agreement and thesame may be accessed on the Company's website.

22. Nomination and Remuneration Committee

The members of Nomination and Remuneration Committee of the Company as on 31slMarch 2019 are as under:

No. Name of Director Designation
1 Shri Sandeep Gui Lalwani Non-Executive Independent Director
2 Shri Nimish Patel Non-Executive Independent Director
3 Mrs. Deepti Sharma Non-Executive Independent Director

Smt. Anjali Harshvardhan Hegde and Shri Nikhil Ramesh Parikh Independent Directorsresigned as Director during the year 2018-19 and accordingly ceased as members of theNomination and Remuneration Committee and Shri Nimish Patel and Mrs. Deepti Sharma wereappointed as Non-Executive Independent Director and also members of the Nomination andRemuneration Committee during the year 2018-19.

The policy formulated by nomination and remuneration committee:

The terms of reference of the committee inter alia include succession planning forBoard of Directors and Senior Management Employees identifying and selection ofcandidates for appointment of Directors/Independent Directors based on certain laid downcriteria identifying potential individuals for appointment of Key Managerial personneland other senior managerial position and review the performance of the Board of Directorsand Senior Management personnel including Key managerial personnel based on certaincriteria approved by the Board. While reviewing the performance the committee ensuresthat the remuneration is reasonable and sufficient to attract retain and motivate thebest managerial talents remuneration commensurate with theperformance of individual andgroup and also maintains a balance between both short and long term objectives of thecompany.

23. CSR Committee

The members of CSR Committee of the Company as on 31st March 2019 are as under:

No. Name of Director Designation
1 Shri Sandeep Gui Lalwani Non-Executive Independent Director
2 Shri Ajay Nalin Parikh Whole-time Director
3 Shri Ameet Nalin Parikh Non-Executive Director

24. Particulars of loans guarantees or investments under section 186:

The Company has not given any loan guarantees or made investments under section 186 toany person or body corporate except loan to employees of the Company as per Company'spolicy for employees and investment in mutual funds.

25. Particulars of contracts or arrangements with related parties:

The Company has entered into any contract or arrangement with related party referred toin sub-section (1) of section 188 of the Companies Act 2013 with Tranzmute Capital &Management Private Limited to avail professional services which has been approved bypassing resolution at the annual general meeting of the Company held on 31st August 2015for a period of five years with effect from 01.10.2015 to 30.09.2020. However TranzmuteCapital & Management Private Limited terminated services with effect from 30thNovember 2018.

The Company has entered into contract or arrangement with Morphis Business AdvisoryLLP Bombay with effect from 1st December 2018 which has been approved by theBoard of Directors at the meeting held on 5th November 2018.

Form No. AOC -2 regarding transactions under section 188 of the Companies Act 2013 isenclosed herewith (Annexure-B).

26. Managerial Remuneration

Disclosures pursuant to section 197(12) of the Companies Act 2013 read with Rule 5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are enclosed herewith (Annexure-C).

27. Secretarial Audit Report

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act 2013given by M/s. Dinesh Mehta & Co. a company secretary in practice enclosed herewithalong with Annual Secretarial Compliance Report as required under Regulation 24A of LODRRegulations 2015. (Annexure-F).

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

28. Corporate Governance Certificate

The Compliance certificate from M/s. Dinesh Mehta & Co. a company secretary inpractice regarding compliance of conditions of corporate governance as stipulated inSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulation 2015 has been annexed with corporate governance report (Annexure-1).

29. Code of Conduct

The Company has adopted a code of conduct for its directors and senior designatedmanagement personnel. All the Board members and senior management personnel have affirmedtheir compliance of code of conduct.

30. Risk management policy

In today's economic environment risk management is a very important part of business.The main aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risks for the business. Your Company's risk managementis embedded in the business processes. Your company has identified the following risks:

Key Risk Impact to Axtel Industries Ltd Mitigation Plans
Commodity Price Risk Risk of price fluctuation on basic raw materials like steel components power as well as finished goods used in the process of manufacturing. The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.
Uncertain global economic environment-slow growth in global economy. Impact on demand and realization of exports of food processing plant and machinery. The people do not compromise on food and it will not affect much.
Interest Rate Risk Any increase in interest rate can affect the finance cost. Dependence on debt is very minimum and Company has enough funds to meet theneed arises.
Foreign Exchange Risk Any volatility in the currency market can impact the overall profitability. The Company has potentiality' in domestic market. In case of major fluctuation either upwards or downwards the effect will be minimal.
Human Resources Risk . Your Company's ability to deliver value is dependent on its ability to attract retain and nurture talent. Attrition and nonavailability of the required talent resource can affect the.overall performance of the Company By continuously benchmarking of the best HR practices and carrying out necessary improvements to attract and retain the best talent. Company does not anticipate any major issue for the coming years.
Competition Risk Every company is always exposed to competition risk. The increase in competition can create pressure on margins market share etc. By continuous efforts to enhance the brand image of the Company by focusing on quality cost timely delivery and customer service. By introducing new product range commensurate with demands your company plans to mitigate the risks so involved.
Compliance Risk - Increasing regulatory Requirements. Any default can attract penal provisions. By regularly monitoring and review of changes in regulatory framework.
Industrial Safety Employee Health and Safety Risk. The engineering industry is exposed to accidents and injury risk due to human negligence. By development and implementation of critical safety standards across the various departments of the factory establishing training need identification at each level of employee.

31. Directors' Responsibility Statement

Your Directors state that:-

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 and loss 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;

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 systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

32. Compliance with Secretarial Standards and SEBI (Listing Obligation and DisclosureRequirement) Regulations.2015:

The Company has complied with secretarial standards issued by the Institute of CompanySecretaries of India and SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 from time to time.

33. Disclosure under the Sexual Harassment'of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

The Company has been employing about 7 women employees in various cadres within thefactory premises. The Company has in place an anti-harassment policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaint Committee has been set up to redress complaintsreceived regularly and are monitored by women line supervisors who directly report to theExecutive Director. All employees (permanent contractual temporary trainees) arecovered under the policy. There was no compliant received from any employee during thefinancial year 2018-19 and hence no complaint is outstanding as on 31.03.2019 forredressal.

34. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the Bank of Baroda and all other statutory and non-statutory agencies for theirco-operation. The Board of Directors also wish to place on record their gratitude andappreciation to the members for their trust and confidence shown in the Company. The Boardof Directors would like to especially thank all the employees of the Company for theirdedication and loyalty.

By Order of the Board of Directors

Ajay Naishad Desai Ajay Nalin Parikh
Executive Director Executive Director
DIN: 00452821 DIN: 00453711
Dated : 27/05/2019
Registered Office:
Vadodara-Halol Highway
Saska Panchmahal-389350 Gujarat