The Directors are pleased to present herewith the Twenty fifth Annual Report along withFinancial Statement of the Company for the financial year ended March 31 2018
The summarized financial result for the year are as under:
| || || |
(Rs. In lacs)
|Particulars ||2017-18 ||2016-17 |
|Total Revenue (Including other operating revenue) ||3154.83 ||2962.11 |
|Profit before Tax (PBT) ||193.29 ||130.95 |
|Less: a) Current Tax ||53.11 ||59.89 |
|b) Deferred Tax ||5.47 ||(18.20) |
|Net Profit/ (Loss) for the period ||134.71 ||89.26 |
|Total Comprehensive Income ||126.86 ||88.57 |
|Add : Surplus brought forward ||1261.07 ||1151.65 |
|Add : Ind - AS Adjustments ||- ||20.85 |
|Surplus carried to Balance Sheet ||1387.93 ||1261.07 |
|Bais & Diluted EPS per equity share of face value Rs. 10 each (in Rs.) ||1.93 ||1.28 |
|Equity shares of face value of Rs. 10 each (In Rs.) ||696.52 ||696.52 |
COMPANY'S PERFORMANCE REVIEW
The Company continued to maintain its upward trend by registering Sales of Rs. 3119.63lacs as against Rs. 2876.11 lacs in the previous year. However Profit before FinanceCosts Depreciation and Tax has increased from Rs. 564.11 lacs to Rs. 668.63 lacs. Afterproviding for finance costs and Depreciation amounting to Rs. 159.03 lacs and Rs.316.31lacs respectively the Profit before Tax for the year under review has amounted toRs.193.29 lacs as compared to Rs.130.95 lacs in the previous year. Net profit after taxfor the year is Rs. 134.71 lacs as compared to Rs. 89.26 lacs in the previous year.
EXTRACT OF ANNUAL RETURN
In compliance with section 92(3) section 134 (3) (a) and rule 11 of the Companies(Management and Administration) Rules 2014 the extract of the annual return is annexed asForm No. MGT-9 with this report
In order to conserve the resources of the Company and retain internal accruals forfunding growth and maximizing capacity so that Company generates a good return forshareholders in the long run the Board of Directors do not propose dividend for the yearended 2017-18.
Adoption of Indian Accounting Standards (Ind As)
Transition from Indian GAAP to Ind AS: In February 2015 Ministry of Corporate Affairs(MCA) notified the final roadmap on Ind AS with implementation in a phased manner to becomplied by the specified class of companies effective from 1st April 2016. Post abovenotification Ind AS has replaced existing Indian GAAP prescribed under Section 133 of TheCompanies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 according toapplicability on specified entities. Accordingly this is first year when the Company'sfinancial statements for the year ended 31st March 2018 have been prepared in accordancewith Ind AS and the financial statements for the year ended 31st March 2018 and openingbalance sheet as at 1st April 2017 (the Company's date of transition) earlier reported inprevious IGAAP have been restated in accordance with Ind-AS to make them comparable
Goods and Service Tax (GST) Implementation And Impact
The year 2017-18 started with biggest ever tax reform since independence rolled out byGovernment of India on 1st July 2017 i.e. implementation of Goods and Service Tax (GST)followed by changes in GST rates through various notifications in November 2017. GSTimplementation has introduced a single system of taxation across the nation absorbing mostof the Indirect Taxes. GST is touted to simplify doing business in India allowing supplychains to be integrated and aligned as also providing greater transparency. However theinitial implementation phase alike all other industries remained challenging. Thoughexpecting this new Tax regime to be a game changer for Indian Economy your Company hasstabilized the processes adequately for compliance of law and is embracing this reformpositively that unifies India into one market.
Management Discussion and Analysis Report
The Management Discussion and Analysis forms an integral part of this Report and givesdetail of the overall industry structure developments performance and state of affairsof the Company's various businesses viz. the decorative business internationaloperations industrial and home improvement business internal controls and theiradequacy risk management systems and other material developments during the financialyear (Annexure I).
Material Changes and Commitments
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.
Change in the Nature of Business If Any
There was no change in the nature of business of the Company during the Financial Yearended 31st March 2018
Foreign Exchange Earnings and Outgo
Foreign Exchange outgo: Rs. 28373167/-
Foreign Exchange Earnings: Rs. 8071679/-
GOVERNANCE AND ETHICS
a. Corporate Governance
Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organizations brand and reputation. The Companies Act 2013and amended SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 havestrengthened the governance regime in the country. The Company is in compliance with thegovernance requirements provided under the new law and had proactively adopted manyprovisions of the new law ahead of time. The Company is committed to maintain the higheststandards of corporate governance and adhere to the corporate governance requirements setout by SEBI. Integrity and transparency are key to our corporate governance practices toensure that we gain and retain the trust of our stakeholders at all the times.
A separate report on Corporate Governance (Annexure II) is provided together with aCertificate from the Statutory Auditors of the Company regarding compliance of conditionsof Corporate Governance as stipulated SEBI (Listing obligation and DisclosureRequirements) Regulation 2015 (Annexure III).A Certificate of the MD and CFO of theCompany inter alia confirming the correctness of the financial statements and cash flowstatements adequacy of the internal control measures and reporting of matters to theAudit Committee is also annexed.(Annexure IV)
b. Directors & Key Managerial Personnel Appointments :
Director: The Company on recommendation of Nomination and Remuneration Committeeand in its Board Meeting dated 30th May 2018 appointed Mr. Mayank Pandey (DIN 00039170)and Mr. Ratnesh Sadoriya (DIN08146570) as an Additional Independent Director of theCompany with effect from 30th May 2018 for a period of 5 years not liable to retire byrotation.
Company Secretary: The Company on recommendation of Nomination and RemunerationCommittee and in its Board Meeting dated 30th May 2018 appointed Mr. Sanjay Chourey asCompany Secretary and Compliance Officer of the Company.
Re-appointments : In accordance with the Articles of Association of the Company andSection 152 of The Companies Act 2013 Mr. Sunil Choksi(DIN:00155078) Managing Directoris due to retire by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment.
Re-appointments : Mr. Sudarshan Shastri (DIN: 00155105) was appointed as NonExecutive- Independent Director of the Company for a term upto five consecutive years i.e.30th September 2019 at 22nd Annual General Meeting of the Company held on 29th September2014 at the registered office of the Company. Consecutively his existing tenure isexpiring on 30th September 2019.
However Pursuant to the amendment to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 by way of insertion of Regulation 17(1A) vide SEBI ListingObligations and Disclosure Requirements) Regulations 2018 (to be effective from 1stApril 2019) Section 149 152 of the Companies Act 2013 read with Schedule IV to thesaid Act and the Companies (Appointment and Qualification of Directors) Rules 2014(including any statutory amendment thereto or modification thereof for the time being inforce) the re-appointment/ continuation of directorship of Mr. Sudarshan Shastri (DIN:00155105) as Non Executive- Independent Director of the Company requires approval of themembers.
Re-appointments : Mr. N. K. Mani (DIN: 02783996) was appointed as Non Executive-Independent Director of the Company for a term upto five consecutive years i.e. 30thSeptember 2019 at 22nd Annual General Meeting of the Company held on 29th September 2014at the registered office of the Company. Consecutively his existing tenure is expiring on30th September 2019.
However Pursuant to the amendment to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 by way of insertion of Regulation 17(1A) vide SEBI ListingObligations and Disclosure Requirements) Regulations 2018 (to be effective from 1stApril 2019) Section 149 152 of the Companies Act 2013 read with Schedule IV to thesaid Act and the Companies (Appointment and Qualification of Directors) Rules 2014(including any statutory amendment thereto or modification thereof for the time being inforce) the re-appointment/ continuation of directorship of Mr. N. K. Mani (DIN: 02783996)as Non Executive- Independent Director of the Company requires approval of the members.
Cessations : During the year under review Mr. Satish Chandra Joshi and Mr. PradepKarmakar have ceased to be Independent Directors of the Company w.e.f. 31st March 2018and Mr. Abhishek Sharma Company Secretary w.e.f 30th May 2018. The Board places on recordits appreciation towards valuable contribution made by Mr. Satish Chandra Joshi and Mr.Pradeep Karmaker during their tenure as Director of the Company.
c. Number of meeting of Board of Directors
The Board of Directors met Six (6) times during the Financial Year under review viz.29th May 2017 15th July 2017 14th August 2017 27th Nov 2017 12th Feb 2018 31st March2018. The maximum gap between any 2 meetings did not exceed 120 days.
d. 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.
The Independent Directors met on 29th May 2018 without the attendance ofNonIndependent Directors and members of the Management. The Independent Directorsreviewed the performance of NonIndependent Directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and NonExecutive Directors and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.
e. Secretarial Standards
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by the Company.
f. Performance Evaluation of Board Committee and Directors
In accordance with applicable provisions of The Companies Act 2013 and ListingRegulations the evaluation of the Board as a whole committees and all the Directors wasconducted as per the internally designed evaluation process approved by the Board. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategy. Theevaluation tested key areas of the Board's work including strategy business performancerisk and governance processes. The evaluation considers the balance of skills experienceindependence and knowledge of the management and the Board its overall diversity andanalysis of the Board and its Directors' functioning.
Report on performance evaluation of the Individual Directors was reviewed by theChairman of the Board and feedback was given to Directors.
a. Audit Committee & Composition
The Audit Committee comprises Independent Directors namely Mr. Sudharshan Shastri(Chairman) Mr. Satish Chandra Joshi (Member) Mr. N.K. Mani (Member) During the year allrecommendations made by the Audit Committee were accepted by the Board.
b. Contracts and Arrangements with Related Parties
During the financial year 2017-18 the Company has not entered into transactions withrelated as defined under Section 2(76) of the Companies Act 2013 read with Companies(Specification of Definitions Details) Rules 2014 All Related Party Transactions whichare foreseen and repetitive in nature are placed before the Audit Committee on a yearlybasis for obtaining prior omnibus approval of the committee. The transactions entered intopursuant to the omnibus approval are placed before the Audit Committee for review andapproval on quarterly basis.
During the financial year 2017-18 there were no transactions with related partieswhich qualify as material transactions under SEBI (Listing obligation and DisclosureRequirements) Regulation 2015 and the Companies Act.
In line with the requirements of the Companies Act 2013 and Equity SEBI (Listingobligation and Disclosure Requirements) Regulation 2015 the Company has formulated aPolicy on Related Party Transactions which is also available on Company's The Policyintends to ensure that proper reporting; approval and disclosure processes are in placefor all transactions between the Company and Related Parties. Therefore the Company is notrequired to furnish any particulars in the Form AOC-2.
c. Particulars of Employees
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The statement containing particulars of employees as required under Section 197 of theCompanies Act 2013read with rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136of the Companies Act 2013 the Report and Accounts are being sent to the Members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company. If any member is interested in obtaining acopy thereof such Member may write to the Company Secretary in this regard.
1. INTERNAL FINANCIAL CONTROL
According to Section 134(5) (e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theand efficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Company has adequate system of internal controls toensure that all the assets are safeguarded and are productive. Necessary checks andcontrols are in place to ensure that transactions are properly verified adequatelyauthorized correctly recorded and properly reported. The Internal Auditors of the Companyconducts Audit of various departments to ensure that internal controls are in place;
2. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
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 as at March 31 2018 and of the profit ofthe Company for the year ended on that date;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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 are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
AUDITORS & THEIR REPORT
M/s. Subhash Cand Jain Anurag & Associates having ICAI Registration No. 004733Cwere appointed as Statutory Auditor of the Company for a term of 5 (five) consecutiveyears at the Annual General Meeting held on 25th September 2017. They have confirmed thatthey are not disqualified from continuing as Auditors of the Company. The Notes onfinancial statement referred to in the Auditors' Report are self-explanatory and do notcall for any further comments. The Auditors' Report does not contain any qualificationreservation adverse remark or disclaimer.
Secretarial Auditors :
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the CompaniesAppointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Kaushal Ameta M/s Kaushal Ameta & Company Company Secretary (FCS:8144 CP No. 9103) to undertake the Secretarial Audit of the Company. The SecretarialAuditors in their report for the year 2017-18 has confirmed the compliances of by theCompany as covered in their report.
The Report of the Secretarial Audit for the year 2017-18 in the Form MR-3 is annexedherewith as "Annexure VI". There is no qualification reservation or adverseremark or in Secretarial Audit Report except the following:
In compliance with the provisions of Section 138 of Companies Act 2013 read withCompanies (Accounts) Rules 2014 your Company has appointed as Internal M/s. Tanmay V.Rajurkar & Co. Chartered Accountants for the Financial Year 2017-18.
Reporting of Fraud by auditors
During the year under review neither the statutory auditor nor the secretarial auditorhas reported to the audit committee under Section 143 (12) of the Companies Act 2013any instances of fraud committed against the Company by its officers or employees thedetails of which would need to be mentioned in the Board's report.
Related Party Transactions
In line with the requirements of the Companies Act 2013 and SEBI Listing obligationand disclosure Regulation 2015(LODR) your Company has formulated a Policy on RelatedParty Transactions. All Related Party Transactions are placed before the Audit Committeefor review and approval of the Committee on a quarterly basis. Also the Company hasobtained prior omnibus approval for Related Party Transactions occurred during the yearfor transactions which are of repetitive nature and / or entered in the ordinary course ofbusiness and are at arm's length.
All the related party transactions entered into during the financial year were on anarm's length basis and were in the ordinary course of business. Your Company had notentered into any transactions with related parties which could be considered material interms of Section 188 of the Companies Act 2013. Accordingly the disclosure of relatedparty transactions as required under Section134 (3)(h) of the Companies Act 2013 in FormAOC 2 is not applicable.
Particulars of Loans Guarantees or Investments:
The particulars of loans guarantees and investments as on 31st March 2018 are coveredunder the provisions of Section 186 of The Companies Act 2013 is given in the Notes toFinancial statements of the Company.
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 / Courts /Tribunals which would impact the going concern status of the Company and its futureoperations.
Details of Fixed Deposits
During the year under review the Company has not accepted any Deposit under Section 73of The Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.It is further stated that the Company does not have any deposits which are not incompliance with the requirements of Chapter V of The Companies Act 2013.
Prevention of Sexual Harassment at Workplace:
As per the requirement of the provisions of the sexual harassment of women at workplace(Prevention Prohibition & Redressal) Act 2013 read with rules made there under yourCompany has constituted Internal Complaints Committee which is responsible for redressalof complaints related to sexual harassment. During the year under review there were nocomplaints pertaining to sexual harassment.
We would like to thank to all our Stakeholders viz. Shareholders Investors Bankerscustomers Suppliers Government agencies stock exchanges and depositories Auditorslegal advisors consultants business associates service providers for their continuedcommitment and invincible enthusiasm which made this year productive and pleasurable.
The Board also places on record their deep sense of appreciation towards all itsEmployees at all levels for adopting the values of the Company and their hard work duringthe year.