Your Directors have pleasure in presenting the 23RD Annual Report alongwith the audited statements of accounts of your Company for the financial year ended 31stMarch 2020.
1. FINANCIAL RESULTS :
The audited financial statements of the Company as on
March 31 2020 are prepared in accordance with Regulation 33 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") and provisions of the Companies Act 2013 ("Act").
The Financial highlight is depicted below:
| || |
|PARTICULARS ||Year Ended on 31 March 2020 ||Year Ended on 31 March 2019 ||Year Ended on 31 March 2020 ||Year Ended on 31 March 2019 |
|Revenue from operations ||18622.36 ||14922.40 ||18622.36 ||14922.40 |
|Other Income ||331.23 ||113.79 ||331.23 ||113.79 |
|Total Revenue ||18953.86 ||15036.19 ||18953.86 ||15036.19 |
|Operating and Administrative expenses ||15799.18 ||13134.72 ||15799.18 ||13134.72 |
|Operating Profit Before Finance Costs Depreciation And Tax ||3154.68 ||1901.47 ||3154.68 ||1901.47 |
|Less: Depreciation and Amortization expenses ||421.56 ||180.29 ||421.56 ||180.29 |
|Profit before finance costs exceptional items tax and Deff tax adjustable in/(recoverable from) future tariff ||2733.12 ||1721.18 ||2733.12 ||1721.18 |
|Less: Finance Costs ||1010.08 ||735.29 ||1010.08 ||735.29 |
|Less: Exceptional Item ||- ||- ||- ||- |
|Profit Before Tax (PBT) ||1723.04 ||985.88 ||1723.04 ||985.88 |
|Provision for Tax (Including Deferred Tax) ||463.22 ||265.97 ||463.22 ||265.97 |
|Profit after Tax ||1259.83 ||719.91 ||1259.83 ||719.91 |
|Other Comprehensive Income ||6.34 ||6.18 ||(5.67) ||(0.25) |
|Total Comprehensive Income for the year ||1266.16 ||726.10 ||1254.16 ||719.67 |
|Profit available for appropriation ||1266.16 ||726.10 ||1254.16 ||719.67 |
2. PERFORMANCE HIGHLIGHTS :
During the year under review company has total revenue of Rs. 18953.86lakhs as against the previous year turnover of Rs. 15036.19 lakhs which shows increase of26.05% in comparison with the previous year. Profit before tax increase by 74.77% ascompared to previous year. The net profit after tax of the company increased by 75.00%with compared to previous year.
B. OPERATING AND ADMINISTRATIVE EXPENSES
The operating Expenses of Rs. 15799.18 Lakhs during FY 2019-20 ascompared to previous financial year incurred of Rs. 13134.72 lakhs.
C. DEPRECIATION AND AMORTIZATION EXPENSES
The depreciation Expenses of Rs. 421.56 Lakhs during FY 2019-20 ascompared to previous financial year incurred of Rs. 180.29 Lakhs showing Increase ascompared to previous year.
D. FINANCE COST
The finance cost of Rs. 1010.08 Lakhs during FY 2019-20 as compared toprevious financial year incurred of Rs. 735.29 Lakhs. Increase as compared to previousyear due to enhanced borrowing.
E. TOTAL PROFIT AFTER TAX FOR THE YEAR
Profit after tax (excluding other comprehensive income) for the yearwas Rs. 1259.83 Lakhs as compared to Profit after tax of Rs. 719.91 Lakhs in FY 2018-19.Increase as compared to previous year.
As ours is the agriculture sector essential nature of the industry andconsequently the demand for our products to have limited impact of covid-19.
Due to the lockdown announced by the government of India from 22ndMarch 2020 entire operations of the company came to a halt. Further as per districtcollector's orders our plants resumed operations from 19th April 2020. Our business isclosely linked to agriculture and because of the essential nature of theproducts/services demand and sales
have seen limited impact post resumption of production at our plants.Our plant at Shapar (Gujarat) remained closed for 28 days. However the productionactivity has recovered post resuming operations. The supply chain was disrupted in view oflockdown during March-May 2020 due to closure of our plants and our vendors. However thesituation has improved materially in June 2020 with Central & states relaxing lockdownnorms. There is no impact on internal financial controls due to the COVID-19 situation.
3. DIVIDENDS :
Your board of director has recommended dividend of Rs 0.04/- per shareof Rs.2/- each for F.Y. 2019-20 amounting to Rs. 2015152/- and the said dividend be andis hereby approved and paid to the equity shareholders of the company. The dividendpayment is subject to approval of members at the ensuing Annual General Meeting.
4. MATERIAL CHANGES AND COMMITMENTS :
There have been no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and date of thisreport. There has been no change in the nature of business of the Company.
5. DEPOSITS :
During the year under review your Company has not accepted anydeposits within the meaning of Section 73 of the Companies Act 2013 read with rules madethere under.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
A. BOARD COMPOSITION
Mr. Ramesh D. Khichadia (Managing Director)
Mr. Ashokbhai K. Patel (Whole Time Director)
Mr. Kaushik Mori (Chief Financial Officer) and
Mrs. Khyati S. Mehta (Company Secretary) are the Whole-time KeyManagerial Personnel of the Company.
Mr. Gopal D. Khichadia (Director)
Mr. Harshadray L. Patel (Independent Director
Mr. Dhanjibhai R. Padmani (Independent Director) Upto 27.09.2019(Due To Death)
Mrs. Anjana P. Paghadar (Independent Director)
Mr. Prabhulal N. Rabadia (Additional Independent Director) W.E.F26.12.2019
B. DIRECTOR RETIRING BY ROTATION
Pursuant to the requirements of the Companies Act 2013 and Articles ofAssociation of the Company Mr. RAMESHBHAI DEVRAJBHAI KHICHADIA (DIN: 00087859) retiresby rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends the re-appointment of Mr. RAMESHBHAI DEVRAJBHAIKHICHADIA for your approval. Brief details of the Director who is proposed to bereappointed as required under Regulation 36 of the
SEBI Listing Regulations are provided in the Notice of Annual GeneralMeeting.
C. INDEPENDENT DIRECTORS AND THEIR MEETING :
Your Company has received annual declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of Independenceprovided in Section 149(6) of the Companies Act 2013 and Regulations 16(1)(b) & 25 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and there hasbeen no change in the circumstances which may affect their status as Independent Directorduring the year. Also your Company has received annual declarations from all theIndependent Directors of the Company confirming that they have already registered theirnames with the data bank maintained by the Indian Institute of Corporate Affairs["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevantrules and that the online proficiency self-assessment test as prescribed under the saidrelevant rules is applicable to them and they will attempt the said test in due course oftime.
7. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) and subsection
(5) of Section 134 of the Companies Act 2013 the
Board of Directors to the best of their knowledge and
ability state the followings :-
A. that in the preparation of the annual financial statement theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
B. that such accounting policies have been selected and appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 312020 and of the loss of the Company for the year ended on that date;
C. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
D. That the annual financial statement have been prepared on a goingconcern basis;
E. That proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively;
F. That proper system to ensure compliance with the provisions of allapplicable laws including the compliance of applicable Secretarial Standards were in placeand were adequate and operating effectively.
8. BOARD EVALUATION :
The Board carried out an annual performance evaluation of its ownperformance and that of its committees and individual directors as per the formalmechanism for such evaluation adopted by the Board. The performance evaluation of all theDirectors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman the NonIndependentDirectors and the Board as a whole was carried out by the Independent Directors. Theexercise of performance evaluation was carried out through a structured evaluation processcovering various aspects of the Board functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations contribution at the meetings and otherwise independent judgment governanceissues etc.
9. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY :
The Company has implemented and evaluated the Internal FinancialControls which provide a reasonable assurance in respect of providing financial andoperational information complying with applicable statutes and policies safeguarding ofassets prevention and detection of frauds accuracy and completeness of accountingrecords. The Internal Audit Reports were reviewed periodically by Audit Committee as wellas by the Board. Further the Board annually reviews the effectiveness of the Company'sinternal control system. The Directors and Management confirm that the Internal FinancialControls (IFC) is adequate with respect to the operations of the Company. A report ofAuditors pursuant to Section 143(3) (i) of the Companies Act 2013 certifying the adequacyof Internal Financial Controls is annexed with the Auditors report.
10. RELATED PARTY TRANSACTIONS :
There were no materially significant related party transactions whichcould have had a potential conflict with the interests of the Company. Transactions withrelated parties are in the ordinary course of business on arm's length and areperiodically placed before the Audit Committee and Board for its approvals and theparticulars of contracts entered during the year in Form AOC-2 is enclosed as Annexure -C.
The Board of Directors of the Company has on the recommendation of theAudit Committee adopted a policy to regulate transactions between the Company and itsRelated Parties in compliance with the applicable provisions of the Companies Act 2013the Rules there under and the Listing Agreement. This Policy was considered and approvedby the Board has been uploaded on the website of the Company.
11. CONSOLIDATED FINANCIAL STATEMENTS :
In accordance with the provisions of the Companies Act 2013 ("theAct") and Ind AS 110 - Consolidated Financial Statement read with Ind AS - 28Investments in Associates the audited consolidated financial statement
is provided in the Annual Report.
12. AUDITORS & AUDITORS' REPORT :
A. AUDITORS DETAILS
M/S SVK & ASSOCIATES Chartered Accountants Ahmedabad theStatutory Auditors of the Company have been appointed as Statutory Auditors of the Companyby the Members of the Company till the Conclusion of 24TH Annual General Meeting of theCompany to be held for the financial year 2020-21. They have confirmed that they are notdisqualified from continuing as Statutory Auditors of the Company for financial year2020-21.
B. AUDITORS' REPORT
In the opinion of the directors the notes to the accounts in auditor'sreport are self-explanatory and adequately explained the matters which are dealt with bythe auditors.
C. COST AUDIT REPORT
Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 the Cost Audit Report is applicable to ourCompany for the financial year 2019-20 hence; such audit has been carried out during theyear.
D. SECRETARIAL AUDIT REPORT
A qualified Practicing Company Secretary carries out secretarial auditand provides a report on the compliance of the applicable Acts Laws Rules RegulationsGuidelines Listing Agreement Standards etc. as stipulated by the provisions of Section204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this reportas Annexure B. The findings of the audit have been satisfactory.
13. CORPORATE GOVERNANCE :
The Company is a part of the Captain Group which has established areputation for honesty and integrity. We believe that by focusing on Corporate Governancewe practice the highest standards of ethical and responsible business culture and therebyenhance the value of all stakeholders. It is a combination of voluntary practices andcompliance with laws and regulations in all areas of its operations and in itsinteractions with the stakeholders. It provides direction and control to the affairs ofthe Company.
Your Company is fully committed to practice sound Corporate Governanceand uphold the highest business standards in conducting business. The Company has alwaysworked towards building trust with all its stakeholders based on the principles of goodcorporate governance. Your Company is guided by a key set of values for all its internaland external interactions. The Company is open accessible and consistent with itscommunication.
Your Company has been complying with the principles of good CorporateGovernance over the years and is committed to the highest standards of compliance.However as a good Corporate Governance Practice the Company has generally complied withthe Corporate Governance requirements and a report on Corporate Governance is annexed asforms part of this Report as ANNEXURE E. As required under SEBI (LODR) Regulations 2015the Management Discussion and Analysis Report is annexed as part of this Report ASANNEXURE D.
14. MANAGEMENT DISCUSSION AND ANALYSIS :
A detailed report on the Management discussion and Analysis is providedas a separate section in the Annual Report.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR) :
The Annual Report on Corporate Social Responsibility activities isannexed herewith as Annexure I. Information on the composition of the Corporate SocialResponsibility (CSR) Committee is provided in the Report on Corporate Governance thatforms part of this Annual Report.
16. DISCLOSURES :
A. NUMBER OF BOARD MEETING
The Board of Directors met 15 (FIFTEEN) times during the year underreview. The details of Board meetings and the attendance of the Directors are provided inthe Corporate Governance Report which forms part of this Report.
B. COMMITTEES OF BOARD :
Details of various committees constituted by the Board of Directors asper the provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Companies Act 2013 are given in the Corporate GovernanceReport and forms part of this report.
C. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in FormMGT-9 are annexed to this Report as Annexure A.
D. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a whistle blower policy and has established thenecessary vigil mechanism for employees and Directors to report concerns about unethicalbehavior. No person has been denied access to the Chairman of the Audit Committee. TheVigil Mechanism Policy 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 ofthe Companies Act 2013 are
given in the notes to the Financial Statement.
F. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the Regulatorsor Courts or Tribunals which would impact the going concern status and the Company'sfuture operations.
G. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
Company's plants are running with electricity which are supplied by thePaschim Gujarat Vij Company Limited. The plants are periodically checked as a measure ofperiodical maintenance to minimal break down and energy conservation.. The Company hasinstalled the Wind Turbine and during the year total 1066.041 Mwh. was generated. Companyhas obtained credit of these units against its electricity consumption at its factory. Theinformation required under Section 134(3) (m) of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014 regarding Conservation of Energy TechnologyAbsorption Foreign Exchange Inflow and Outflow are given in Annexure H to this report
H. PARTICULARS OF EMPLOYEES PERSONNEL
None of the employees is in receipt of remuneration in excess of thelimit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The information required pursuant to Section 197 of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company and Directors areannexed as Annexure G and forms part of this Report.
I. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :
The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the work place (PreventionProhibition and Redressal) Act 2013. All employees (permanent contractual temporarytrainees) are covered under this policy. The Company has not received any complaint underthis policy during the year 2019-2020.
All the properties and the insurable interest of the company includingbuilding plants and machinery and stocks wherever necessary and to the extent requiredhave been adequately insured.
K. LISTING AND DEMATERIALIZATION
The equity shares of the Company are listed on the Platform of BombayStock Exchange Ltd (BSE). All the shares of company are in dematerialize form.
L. CERTIFICATION OF STATUS OF DIRECTOR'S QUALIFICATIONS
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 CERTIFICATEOF NON-DISQUALIFICATION OF DIRECTORS annexed to this report as ANNEXURE J.
M. UNCLAIMED DIVIDEND
In the interest of the shareholders the Company sends periodicalreminders to the shareholders to claim their dividends in order to avoid transfer ofdividends/shares to IEPF Authority.Details regarding unclaimed dividend is providedseparately in report.
17. ACKNOWLEDGMENT :
Your Directors place on record their appreciation for assistance andco-operation received 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 theirgratitude and sincere appreciation for the timely and valuable assistance and supportreceived from Bankers Share Transfer Agents Auditor Customers Suppliers and RegulatoryAuthorities. The Board values and appreciates the valuable committed services of theemployees towards performance of your Company without which it would not have beenpossible to achieve all round progress and growth. Your Directors are thankful to theshareholders for their continued patronage.
|Registered Office: || |
For And on Behalf of The Board
|Ul25 Royal Complex Bhutkhana Chowk |
|Dhebar Road Rajkot ||SD/- ||SD/- |
| ||Ramesh D. Khichadia ||Ashok K. Patel |
|Date : 25.06.2020 ||Managing Director ||Whole Time Director |
|Place : Rajkot ||DIN :00087859 ||DIN : 00127951 |