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Axtel Industries Ltd.

BSE: 523850 Sector: Others
NSE: N.A. ISIN Code: INE767C01012
BSE 00:00 | 20 May 244.10 7.95
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NSE 05:30 | 01 Jan Axtel Industries Ltd
OPEN 236.00
PREVIOUS CLOSE 236.15
VOLUME 4837
52-Week high 414.90
52-Week low 225.55
P/E 50.75
Mkt Cap.(Rs cr) 394
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 236.00
CLOSE 236.15
VOLUME 4837
52-Week high 414.90
52-Week low 225.55
P/E 50.75
Mkt Cap.(Rs cr) 394
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Axtel Industries Ltd. (AXTELINDUSTRIES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 29th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch 2021.

1. Financial summary

The financial results for the year are as under: [Rupees in Lacs]

Particulars Year ended 31.03.2021 Year ended 31.03.2020
Sales and other Income 15653.10 10355.02
Profit before depreciation amortization and exceptional items 3145.76 1754.62
Less: Depreciation and amortization 259.11 268.14
Less: Exceptional items NIL NIL
Profit before tax 2886.65 1486.48
Less: Provision for tax 759.15 401.13
Provision for deferred tax (1.95) (3.71)
Profit after taxation 2129.45 1089.06

2. Dividend

Your Board had declared interim dividend @ Rs.3 (Rupee Three Only) per equity share(i.e. 30%) of Rs.10 for the financial year 2020-21 at the meeting of the Board ofDirectors held on 11th November 2020.

The Board recommends further dividend @ Rs.3 (Rupee Three Only) per equity share (i.e.30%) of Rs.10 for the financial year 2020-21 as final dividend for the financial year2020-21.

Accordingly total dividend @ Rs.6 (Rupee Six Only) per equity share (i.e. 60%) of Rs.10for the financial year 2020-21 has been recommended.

3. Reserves

Your Board does not propose to carry to any reserves for the financial year 2020-21.

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

Total turnover during the year 2020-21 increased by Rs. 5374.17 lac (53.93%) comparedto previous year 2019-20 and there is profit of Rs. 2129.45 lac (after tax) during theyear 2020-21 against profit of Rs. 1089.05 lac (after tax) during the year 2019-20.

5. Change in the nature of business if any

There is no change in the nature of business during the financial year 2020-21.

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 if any.

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 the year. 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 for FY 2021-22.

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 adverse remarkor disclaimer has been made by the auditor in their auditors' report for the year 2020-21.

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 on completion of ensuing annual general meeting with the Registrar of Companieswithin the time stipulated in said section 92 of Act.

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 Social Responsibility (CSR)

The Company is required to spend towards corporate social responsibility under section135 of the Companies Act 2013. Report on CSR activities in terms of section 135 of theCompanies Act 2013 is annexed to this report (Annexure-D).

18. Directors & Key Managerial Personnel

A) Shri Kirit Kumar Pathak ceased as Director with effect from 23rd January 2021due to sad demise during the financial year 2020-21.

B) Shri Ajitsingh Mohansingh Bubber (DIN 00454111) retires by rotation at theensuing annual general meeting and being eligible offered himself for re-appointment asDirector.

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

A declaration by Independent Directors that they have met the criteria provided insub-section (6) of Section 149 of the Companies Act 2013 have been received.

The Independent Directors of the Company have also confirmed compliance of relevantprovisions of Rule 6 of the Companies (Appointments and Qualifications of Directors)Rules 2014.

Shri Ajitsingh Mohansingh Bubber (DIN 00454111) Director of the Company retiring byrotation and eligible for re-appointment and Mr. Ajay Naishad Desai proposed to bere-appointed as Executive Director have given their consents and declarations under FormDIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment andQualification of Directors) Rules 2014.

Details of Shri Ajitsingh Mohansingh Bubber (DIN 00454111) Director seekingre-appointment and Mr. Ajay Naishad Desai proposed to be re-appointed as ExecutiveDirector as per Regulation 36 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulation 2015 with the Bombay stock exchangeis attached herewith (Annexure- E).

D) 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.

E) Opinion of the Board:

Your Board is of opinion that independent directors of the Company possess requisitequalifications experience and expertise and they hold good standard of integrity invarious fields.

19. Number of meetings of the Board of Directors

During the year from 1st April 2020 to 31st March 2021 theBoard of Directors met five times on the following dates:

Sr No. Date Board Strength No. of Directors Present
1 26-06-2020 8 8
2 11-08-2020 8 7
3 06-11-2020 8 7
4 11-11-2020 8 8
5 12-02-2021 7 7

20. Audit Committee

The members of the Audit Committee of the Company as on 31st March 2021 areas under:

Sr. 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

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:

Sr. 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 31stMarch 2021 are as under:

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

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 the performance 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 2021 are asunder:

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

The Corporate Social Responsibility Committee Meeting was held on 12.02.2021 during theyear ended 31st March 2021.

The Annual report on CSR Activities for the year under review as per Annexure IIinserted vide MCA notification dated 22nd January 2021 is attached in AnnexureD.

24. Stakeholders Committee:

The members of stakeholders Committee of the Company as on 31st March 2021 are asunder:

Sr. No. Name of Director Designation
1 Shri Ajay Naishad Desai Executive Director
2 Shri Ajay Nalin Parikh Executive Director
3 Mrs. Deepti Sharma Independent Director

The Stakeholders relationship Committee Meeting was held on 26.06.2020 06.11.2020 and12.02.2021 during the year ended 31 st March 2021 .

25. 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.

26. Particulars of contracts or arrangements with related parties:

The Company has entered into contract or arrangement with related party referred to insub-section (1) of section 1 88 of the Companies Act 2013 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 for a period offive years.

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

27. Managerial Remuneration

Disclosures pursuant to section 197(12) of the Companies Act2013 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).

28. 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.

29. Corporate Governance Report

A detailed corporate governance report including compliance certificate received fromM/s. Dinesh Mehta & Co. a company secretary in practice regarding compliance ofconditions of corporate governance as stipulated in Schedule V of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulation 2015 isattached as Annexure G.

The management discussion and analysis report as stipulated in Regulation 34 (2) (e) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulation 2015 has been annexed to Directors report as Annexure H.

30. 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.

31. 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 Limited 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 the need 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 non-availability 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.

32. 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.

33. 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 Obligations and Disclosure Requirement) Regulations2015 from time to time.

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

The Company has been employing about 8 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 complaint during the financial year 2020-21 andhence no complaint is outstanding as on 31.03.2021 for redressal.

35. 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
Date: 27/05/2021 Executive Director Executive Director
Registered Office: DIN: 00452821 DIN: 00453711
Vadodara-Halol Highway
Baska Panchmahal-389350 Gujarat

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