Your Directors have pleasure in presenting the 11th Annual Report along with theaudited statements of accounts of your Company for the financial year ended 31st March2020.
1 Financial Results
The audited financial statements of the Company as on March 31 2020 are prepared inaccordance with Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations) and provisions of theCompanies Act 2013 ("Act).
The Financial highlight is depicted below:
|Particulars ||Year Ended on 31.03.2020 ||Year Ended on 31.03.2019 |
|Revenue from operations ||4548.25 ||5456.99 |
|Other Income ||25.96 ||21.42 |
|Total Revenue ||4574.21 ||5478.42 |
|Operating and Administrative expenses ||4293.90 ||5187.95 |
|Operating Profit before finance costs Depreciation and Tax ||280.31 ||290.51 |
|Less: Depreciation and Amortization expenses ||88.92 ||87.77 |
|Profit before finance costs exceptional items tax and Deff tax adjustable in/(recoverable from) future tariff ||191.39 ||202.74 |
|Less: Finance Costs ||146.52 ||163.42 |
|Less: Exceptional Item ||- ||- |
|Profit Before Tax (PBT) ||44.87 ||39.28 |
|Provision for Tax (Including Deffered Tax) ||6.50 ||11.16 |
|Profit after Tax ||38.37 ||28.12 |
|Other Comprehensive Income ||- ||- |
|Profit available for appropriation ||38.37 ||28.12 |
2 PERFORMANCE HIGHLIGHTS:
During the year under review company has total revenue of Rs. 4574.21 lakhs as againstthe previous year turnover of Rs. 5478.42 lakhs which shows decrease of 16.50% incomparison with the previous year. Profit before tax increase by 14.23% as compared toprevious year. The net profit after tax of the company increased by 36.45% with comparedto previous year.
B OPERATING AND ADMINISTRATIVE EXPENSES
The operating Expenses of Rs. 4293.90 Lakhs during FY 2019-20 as compared to previousfinancial year incurred of Rs. 5187.91 lakhs.
C DEPRECIATION AND AMORTISATION EXPENSES
The depreciation Expenses of Rs. 88.92 Lakhs during FY 2019-20 as compared to previousfinancial year incurred of Rs. 87.77 lakhs.
D FINANCE COST
The finance cost of Rs.146.52 Lakhs during FY 2019-20 as compared to previousfinancial year incurred of Rs. 163.42 lakhs . Decrease as compared to previous year.
E TOTAL PROFIT AFTER TAX FOR THE YEAR
Profit after tax for the year was 38.37 Lakhs as compared to Profit after tax ofRs.28.12 Lakhs in FY 2018-19. Increase as compared to previous year.
Products of our company fall under agriculture sector essential nature of the industryand consequently the demand for our products to have limited impact of covid-19.
Due to the lockdown announced by the government of India from 22nd March2020 entire operations of the company came to a halt. Further as per district collector'sorders our plants resumed operations from 19th April 2020. Our business is closely linkedto agriculture and because of the essential nature of the products/services; demand andsales have seen limited impact post resumption of production at our plants. Our plant atShapar (Gujarat) remained closed for 26 days. However the production activity hasrecovered post resuming operations. The supply chain was disrupted in view of lockdownduring March-May 2020 due to closure of our plants and our vendors. However the situationhas improved materially in June 2020 with Central & states relaxing lockdown norms.There is no impact on internal financial controls due to the COVID-19 situation.
The Board of Directors of your company after considering holistically the relevantcircumstances and keeping in view the Company's dividend distribution policy has decidedthat it would be prudent not to recommend any Dividend for the year under review.
4 MATERIAL CHANGES AND COMMITMENTS:
There are no material changes which have occurred between the end of financial year ofthe company and the date of this report.
5 FIXED DEPOSITS:
During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 read with rules made there under.
6 DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A BOARD COMPOSITION
- Mr. Gopal D. Khichadia (Managing) Di rector)
- Mr. Kantilal M. Gedia (Whole Ti me Di rector)
- Mr. Chandrakant J. Gadhiya (Chief Financial Officer) and
- Mr. Je etkumar B. Raychcra (company Secretary) upto 30th May 2019
- MS. Hetal Vacyaani rcompany Secretary) 01st June 2019 to 26thSeptember 2019
- Ms. Hi maxi Bohra (compana Secretary) w. e.f. 21st October 2019
are the Whole-time Key Managerial Personnel of the Company.
B DIRECTOR RETIRING BY ROTATION
Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Mr. KANTILAL MANILAL GEDIA (DIN: 00127949) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard recommends the re-appointment of Mr. KANTILAL MANILAL GEDIA for your approval. Briefdetails of the Director who is proposed to be re-appointed as required under Regulation36 of the SEBI Listing Regulations are provided in the Notice of Annual General Meeting.
C INDEPENDENT DIRECTORS AND THEIR MEETING:
Your Company has received annual declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of Independence provided in Section149(6) of the Companies Act 2013 and Regulations 16(1)(b) & 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and there has been no change inthe circumstances which may affect their status as Independent Director during the year.Also your Company has received annual declarations from all the Independent Directors ofthe Company confirming that they have already registered their names with the data bankmaintained by the Indian Institute of Corporate Affairs ["IICA] as prescribedby the Ministry of Corporate Affairs under the relevant rules and that the onlineproficiency self-assessment test as prescribed under the said relevant rules is applicableto them and they will attempt the said test in due course of time.
7 DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) and subsection (5) of Section 134 of theCompanies Act 2013 the Board of Directors to the best of their knowledge and abilitystate the followings :-
A that in the preparation of the annual financial statement the applicable accountingstandards
have been followed along with proper explanation relating to material departures ifany;
B that such accounting policies have been selected and applied consistently andjudgment and
estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 312020 and of the loss of theCompany for the year ended on that date;
C that proper and sufficient care has been taken for the maintenance of adequateaccounting
records in accordance with the provisions of the Companies Act 2013 for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
D That the annual financial statement have been prepared on a going concern basis;
E That proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively;
F That proper system to ensure compliance with the provisions of all applicable lawsincluding the compliance of applicable Secretarial Standards were in place and wereadequate and operating effectively.
8 BOARD EVALUATION:
The Board carried out an annual performance evaluation of its own performance and thatof its committees and individual directors as per the formal mechanism for such evaluationadopted by the Board. The performance evaluation of all the Directors was carried out bythe Nomination and Remuneration Committee.
The performance evaluation of the Chairman the Non-Independent Directors and the Boardas a whole was carried out by the Independent Directors. The exercise of performanceevaluation was carried out through a structured evaluation process covering variousaspects of the Board functioning such as composition of the Board & committeesexperience & competencies performance of specific duties & obligationscontribution at the meetings and otherwise independent judgment governance issues etc.
9 INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY:
The Company has implemented and evaluated the Internal Financial Controls which providea reasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes and
policies safeguarding of assets prevention and detection of frauds accuracy andcompleteness of accounting records. The Internal Audit Reports were reviewed periodicallyby Audit Committee as well as by the Board. Further the Board annually reviews theeffectiveness of the Company's internal control system. The Directors and Managementconfirm that the Internal Financial Controls (IFC) is adequate with respect to theoperations of the Company. A report of Auditors pursuant to Section 143(3) (i) of theCompanies Act 2013 certifying the adequacy of Internal Financial Controls is annexed withthe Auditors report.
10 RELATED PARTY TRANSACTIONS:
There were no materially significant related party transactions which could have had apotential conflict with the interests of the Company. Transactions with related partiesare in the ordinary course of business on arm's length and are periodically placed beforethe Audit Committee and Board for its approvals and the particulars of contracts enteredduring the year in Form AOC-2 is enclosed as Annexure - C.
The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Agreement. This Policy was considered and approved by theBoard has been uploaded on the website of the Company.
11 AUDITORS & AUDITORS' REPORT:
A AUDITORS DETAILS
M/S SVK & ASSOCIATES Chartered Accountants Ahmedabad the Statutory Auditors ofthe Company have been appointed as Statutory Auditors of the Company by the Members of the
Company till the Conclusion of 12TH Annual General Meeting of the Company tobe held for the financial year 2020-21. They have confirmed that they are not disqualifiedfrom continuing as Statutory Auditors of the Company for financial year 2020-21.
B AUDITORS' REPORT
In the opinion of the directors the notes to the accounts in auditor's report areself-explanatory and adequately explained the matters which are dealt with by theauditors.
C COST AUDIT REPORT
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 the Cost Audit Report is not mandatorily applicable to ourCompany for the financial year 2019-20 hence; no such audit has been carried out duringthe year.
D SECRETARIAL AUDIT REPORT
A qualified Practicing Company Secretary carries out secretarial audit and provides areport on the compliance of the applicable Acts Laws Rules Regulations GuidelinesListing Agreement Standards etc. as stipulated by the provisions of Section 204 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The Secretarial Audit Report forms part of this report as Annexure- B. The findings of the audit have been satisfactory.
12 CORPORATE GOVERNANCE:
Your Company has been complying with the principles of good Corporate Governance overthe years and is committed to the highest standards of compliance. Pursuant to the ListingAgreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015 the compliancewith the corporate governance provisions as specified in regulations 17 to 27 and clauses(b) to (i) of Regulation 46 (2) and para C D and E of Schedule V shall not apply theCompany. However as a good Corporate Governance Practice the Company has generallycomplied with the Corporate Governance requirements and a report on Corporate Governanceis annexed as forms part of this Report. As required under SEBI (LODR) Regulations 2015the Management Discussion and Analysis Report is annexed as part of this Report asANNEXURE E.
13 MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed report on the Management discussion and Analysis is provided as a separatesection in the Annual Report as ANNEXURE D.
14 CORPORATE SOCIAL RESPONSIBILITY (CSR):
Company has generally taken corporate social responsibility initiatives. However thepresent financial position of the company does not mandate the implementation of corporatesocial responsibility activities pursuant to the provisions of Section 135 and ScheduleVII of the Companies Act 2013. The company will constitute CSR Committee develop CSRpolicy and implement the CSR initiatives whenever it is applicable to the Company.
A NUMBER OF BOARD MEETING
The Board of Directors met 9 (NINE) times during the year under review. The details ofBoard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this Report.
B COMMITTEES OF BOARD:
Details of various committees constituted by the Board of Directors as per theprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and the Companies Act 2013 are given in the Corporate Governance Report and forms partof this report.
C EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 are annexedto this Report as Annexure-A.
D VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a whistle blower policy and has established the necessary vigilmechanism for employees and Directors to report concerns about unethical behaviour. Noperson has been denied access to the Chairman of the Audit Committee. The Vigil MechanismPolicy has been uploaded on the website of the Company.
E PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013 are given in the notes to the Financial Statement.
F SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.
G CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
i CONSERVATION OF ENERGY
As required by Rule 8 to Companies (Account Rules 2014)
- Company ensures that the manufacturing is conducted in the manner whereby optimumutilization and maximum possible savings of energy is achieved.
- No specific investments have been made for reduction in energy consumption.
ii TECHNOLOGY ABSORPTION
Company's products are manufactured by using in house/domestic know how and no outsideTechnology is being used for manufacturing activities. Therefore no technology absorptionis required. Further the company has not incurred any expenses towards Research &Development.
iii FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not imported any raw materials spare parts and components during thefinancial year and company has earned Rs. 73657637/- as a earning in foreign exchange(Export of goods calculated on FOB basis) and there was no foreign exchange outgo duringthe under review.
H PARTICULARS OF EMPLOYEES PERSONNEL
None of the employees is in receipt of remuneration in excess of the limit laid downunder Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The information required pursuant to Section 197 of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company and Directors are annexed as Annexure Gand forms part of this Report.
I PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the work place (Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. The Company has not received any complaint under this policyduring the year 2019-2020.
All the properties and the insurable interest of the company including building plantsand machinery and stocks wherever necessary and to the extent required have beenadequately insured.
K ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has implemented and evaluated the Internal Financial Controls which providea reasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes and policies safeguarding of assets prevention anddetection of frauds accuracy and completeness of accounting records. The Internal AuditReports were reviewed periodically by Audit Committee as well as by the Board. Furtherthe Board annually reviews the effectiveness of the Company's internal control system. TheDirectors and Management confirm that the Internal Financial Controls (IFC) is adequatewith respect to the operations of the Company. A report of Auditors pursuant to Section143(3) (i) of the Companies Act 2013 certifying the adequacy of Internal FinancialControls is annexed with the Auditors report.
L LISTING AND DEMATERIALIZATION
The equity shares of the Company are listed on the SME Platform of Bombay StockExchange Ltd (BSE). All the shares of company are in dematerialize form.
M CERTIFICATION OF STATUS OF DIRECTOR'S QUALIFICATIONS
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 CERTIFICATE OFNONDISQUALIFICATION OF DIRECTORS annexed to this report.
N UNCLAIMED DIVIDEND
No unclaimed dividend in the accounts of the company because company still not declaredany dividend.
Your Directors place on record their appreciation for assistance and co-operationreceived from various Ministries and Department of Government of India and other StateGovernments financial institutions banks shareholders of the Company etc. Themanagement would also like to express great appreciation for the commitment andcontribution of its employees for their committed services. Your Directors wish to placeon record their sincere appreciation for the dedicated efforts and consistent contributionmade by the employees at all levels to ensure that the Company continues to grow andexcel.
Your Directors wish to take this opportunity to place on record their gratitude andsincere appreciation for the timely and valuable assistance and support received fromBankers Share Transfer Agents Auditor Customers Suppliers and Regulatory Authorities.The Board values and appreciates the valuable committed services of the employees towardsperformance of your Company without which it would not have been possible to achieve allround progress and growth. Your Directors are thankful to the shareholders for theircontinued patronage.