Your Directors are pleased to present the 32nd Annual Report on the businessand operations of the Company together with the
Audited Financial Statements for the Financial Year ended 31st March 2019.
| || ||(र In Lakhs) |
|Particulars ||2018-19 ||2017-18 |
|Total turnover including other income ||21868.62 ||18928.57 |
|Profit BeforeInterest Tax Depreciation ExceptionalItemsand ||1987.86 ||1381.14 |
|Less: Deprecation ||551.61 ||629.26 |
|Less: Interest & Financial Charges ||528.61 ||494.92 |
|Profit/(Loss) Before Exceptional Items and tax ||907.74 ||256.96 |
|Less: Exceptional Items ||- ||- |
|Less: Provision for taxation ||2.93 ||(6.01) |
|Profit/(Loss) after Tax ||904.81 ||262.97 |
|Add: Other Comprehensive Income/Loss ||(77.93) ||44.04 |
|Total Comprehensive Income carried to Other Equity ||826.88 ||307.01 |
The turnover including other income of the Company for the Financial Year 2018-19amounted to र21868.62 Lakhs as against last year's 18928.57 Lakhs. The Profit/(Loss)before exceptional items and tax is र907.74 Lakhs as against र256.96 Lakhs of last year.
Profit for the year isर826.88 Lakhs as against र307.01 Lakhs of last year.
In view of retain the resources and future expansion your directors have notrecommended dividend for the year ended 31st March 2019.
Pursuant to the provisions of Section 125 of the Companies Act 2013 and the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 the amount of unpaid dividends that are lying unclaimed for a period of 7consecutive financial years from the date of its transfer to the unpaid dividend accountis liable to be transferred to the Investors'
Education & Protection Fund (IEPF). Accordingly the unclaimed dividend amountingto र 13893/- in respect of the F.Y. 2008-09 was transfered to IEPF.
The paid-up Equity Share Capital as on 31st March 2019 stood atर109034854 consisting of 54517427 No. of shares of र2 /- each. During the yearunder review.
The Company has allotted 1865671 Equity Shares at र8.04/- each (including र6.04 premiumeach) to M/s. Zenith Dyeintermediates Limited Promoter Company on 20th June 2018.
Company is in process of allotting shares on the basis of preferential allotment forwhich pre listing approval is pending with BSE these changes will be reported in the nextfinancial year on successful completion of preferential allotment
NATURE OF BUSINESS
There was no change in the nature of business during the Financial Year 2018-19.
SUBSIDIARIES ASSOCIATES & JOINT VENTURES
Your Company does not have any Subsidiary Associate & Joint Venture Company.
The disclosures as required under Schedule V to the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed with and forms part of this AnnualReport.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis forms part of theAnnual Report.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Sandeepkumar Surendra Gupta (08403308) & Ms. RoshaniVilas Gangawane (08403286) were appointed as an additional Director of (non-executiveindependent) w.e.f. from 28th March 2019 to hold office upto the date of the ensuingAnnual General Meeting. Mr.
Sandeepkumar Surendra Gupta and Ms. Roshani Vilas Gangawne are proposed to be appointedas Non-Executive Independent Director of the Company for a period of three years.
Mrs. Avanti Birla & Mr. Om Prakash Jain Director of the Company has resigned fromthe Board on 08th January 2019 23rd May 2019 respectively.
Mr. Satyanarayan Baheti Mr. Ritesh Joshi & Ms. Deepti Jain ceased from theDirectorship of the Company w.e.f. 29th March 2019. The Board places on record theirappreciation for the services rendered by them.
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
The following material changes and commitment occurred during the year under reviewaffecting the financial position of the
The Company has allotted 1865671 Equity Shares at र8.04/- each (including र6.04 premiumeach) to M/s. Zenith Dyeintermediates Limited Promoter Company on 20th June 2018. Totalno. of issued paid up and subscribed shares as on the date are र54517427 amounting toर109034854/-.
KEY MANAGERIAL PERSONNELS (APPOINTMENT & CESSATION)
Ms. Vandana Patil has resigned from the post of Company Secretary w.e.f. 10thApril 2019 and Ms. Shaijal Jain has been appointed as Company Secretary w.e.f. 15thJune 2019.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS PURSUANT TO SECTION 149(7) OFTHE ACT
All the independent directors have submitted a declaration pursuant to Section 149(7)of the Companies Act 2013 stating that they meet the criteria of independence asstipulated in Section 149(6).
DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) of the Companies Act 2013 your Board of Directorshereby state:
(a) that in the preparation of the Annual Financial Statements for the year ended 31stMarch 2019 the applicable accounting standards have been followed along withproper explanation relating to material departures if any; (b) that such accountingpolicies as mentioned in the Notes to the Financial Statements have been selected andapplied them consistently and judgments and estimates that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at 31st March2019 and of Profit of the Company for the Year ended on that date; (c) that the Directorshave taken proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (d) that theannual accounts have been prepared on a going concern basis and;
(e) that directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively; (f)that systems to ensure compliance with the provisions of all applicable laws were in placeand were adequate and operating effectively.
PLEDGE OF SHARES
None of the Equity Shares of the Directors of the Company are pledged with any Banks orFinancial Institutions.
The Company has neither accepted nor renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits in compliance with the Chapter V of theAct is not applicable.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND
In accordance with the provisions of Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 required information relating to the conservation ofenergy technology absorption and foreign exchange earnings and outgo is given in the "AnnexureA" to the Board's Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has undertaken activities as per the CSR Policy available on the Company'swebsite www.birlaprecision.com and the Annual report on CSR activities is enclosed vide "AnnexureB" forming part of this report.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Act and Rules framed thereunder either to the Company or to the Central Government.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Act 2013 Extract of the AnnualReturn for the Financial Year ended 31st March 2019 made under the provisions of Section92(3) of the Act in Form MGT 9 is annexed herewith as "Annexure C".
AUDITORS i) Statutory Auditors
M/s. Thakur Vaidyanath Aiyar & Co. Chartered Accountants were appointed asStatutory Auditors of the Company at the Annual General Meeting held on 30th September2015 for . As per the provisions of Section 139 of the fiveyears termof
Companies Act 2013.
The Report given by the Auditors on the financial statement of the Company is part ofthis Report. There are no qualification reservation adverse remark or disclaimer givenby the Auditors in their Report.
The Auditors in their report has drawn attention under emphasis of the matters to thefollowing:- a) Advances have been given by the company to some parties in the currentand/or previous year. The purpose terms of advances etc are yet to be formalized. b) TheCompany had given Inter Corporate Deposits and Capital Advances to certain parties in theearlier years. Recovery of these Deposits/Advances are pending and although follow up fromthe company is continuing in this regard the issue has still not been settled as yet.
Since the issue of the audit report the company has already taken steps to formalizethe terms of advance mentioned above in point no. (a) and in case of point no. (b)streamlined process to enable recovery of the advances in a phased manner is going on bythe Company. ii) Cost Auditors
Pursuant to the provisions of Section 148 and all other applicable provisions of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 on recommendationsof Audit Committee your Directors had appointed Mr. Jayant
Galande Cost Auditor to audit the cost accounts of the Company for the Financial Yearending 31st March 2020 at a remuneration of र100000/- p.a. (Rupees One LakhOnly) plus applicable GST and reimbursement of out of pocket expenses etc. As requiredunder the Act the remuneration payable to the cost auditor is required to be placedbefore the members in a general meeting for their ratification. iii) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Anil Kumar Somani proprietor of M/s Anil Somani &
Associates Practicing Company Secretary to undertake the Secretarial Audit of theCompany for the Financial Year 2018-19.
The Secretarial Audit Report is annexed herewith as "Annexure-D".Secretarial Auditor Remark & Boards reply:
1. As per Regulation31 (1) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 100% percent of shareholding of promoter(s) and promoter group shall bein dematerialized form. Total promoters and promoter group shareholding of the Company ason 31.03.2019 is 28308094 out of which 28285693 held in dematerialized form and22401 shares held in physical form.
The Demat Account of Mr. Yash Birla has been attached by some court order which is notrelated to Company. Mr. Birla has filed an application to detach the same which is yet tocome for hearing as soon as the attachment will be removed the Physical Holding'will be converted into the Demat Holding'.
2. As per Regulation 163 (1)(i) SEBI (Issue of Capital and Disclosure Requirements)Regulations2009 the company did not disclose in the notice of EGM disclosures specifiedin Schedule VI i.e. if the issuer or any of its promoters or directors is a willfuldefaulter:
None of the director nor the issuer or any of the promoters is a willful defaulter.
The above-mentioned point has been inadvertently escaped from the Notice of EGM as perthe instructions received from the Stock Exchange (BSE) the same is being ratified in theAnnual General Meeting to be held on 28th September 2019. One of theconsortium bank of other group Company has declared one of the promoter as willfuldefaulter. Since it is bad in law hence individual promoter is filing challengingapplication and defamation suit against the bank. Except this none of the director nor theissuer or any of the promoters is a willful defaulter.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (REFERRED TO IN
SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013)
All transactions with related parties were on arm's length basis and in the ordinarycourse of business. There was no material related party contract during the year. FormAOC-2 as required under Section 134 (3)(h) is enclosed as "Annexure-E" tothis report.
The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures and the Board has formulated Risk Management Policyto ensure that the Board its Audit Committee and its Executive Management shouldcollectively identify the risks impacting the Company's business and document theirprocess of risk identification risk minimization risk optimization as a part of a riskmanagement policy/ strategy. At present there is no identifiable risk which in theopinion of the Board may threaten the existence of the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Control System commensurate with its size and natureof business. Internal Audit is periodically conducted by an external firm of CharteredAccountants who monitors and evaluates the efficiency
Internal Control System in the Company its compliance of all locations of the Company.Based on the report of internal audit function concern person/department undertakescorrective actions and thereby strengthens the controls. During the year under review nomaterial or serious observation has been observed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
During the year under review your Company has not received any complaint under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of Section 177 of the Companies Act 2013 Rules framed thereunder andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has put in place a system through which the Directors and Employees mayreport concerns about unethical behavior actual or suspected fraud or violation of theCompany's Code of
Conduct & Ethics without fear of reprisal. The Employees and Directors may reportto the Compliance Officer and have direct access to the Chairman of the Audit Committee.The Whistle Blower Policy is placed on the website of the Company www. birlaprecision.com.
During the Financial Year seven (7) Meetings of Board of Directors were held on 13thApril 2018 28th May 2018 20th June 2018 14thAugust 2018 14th November 2018 31st January 2019 & 22ndFebruary 2019 respectively.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholders' Relationship Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance section of thisReport.
NOMINATION & REMUNERATION COMMITTEE & POLICY
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The detail ofthe same has been disclosed in the Corporate Governance Report.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of Section 178 of the Companies Act 2013 read with Rulesframed thereunder and provisions of Schedule IV to the Act as well as the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation programme for the Board of Directors Committees of theBoard and Individual
Directors for the Financial Year 2018-19.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Company has not received any significant & material order passed by theRegulators or Courts.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loans and guarantees andhas not made any investments. Details of Investments covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office/Corporate Office of the
Company during business hours on working days of the Company up to the date of theensuing Annual General Meeting. If any Member is interested in obtaining a copy thereofsuch Member may write to the Company Secretary in this regard.
LISTING OF SHARES
Your Company's shares are listed on BSE under Scrip Code 522105. The ISIN code of theCompany is INE372E01025.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socioeconomic and environmentaldimensions and contribute to sustainable growth and development.
Your Directors gratefully acknowledge the support given by the Customers DealersDistributors Suppliers Bankers various departments of the Central and StateGovernments Local Authorities and also the Shareholders of the Company.
Your Directors would further like to record their appreciation for the unstinted effortput by all Employees of the Company during the year.
| ||By Order of the Board of Directors |
| ||For Birla Precision Technologies Limited |
| ||Vedant Birla |
|Place: Mumbai ||Chairman & Managing Director |
|Date: 31st July 2019 ||DIN: 03327691 |