Your Directors are pleased to present the 30th Annual Report of your Company along with audited statements of accounts for the year ended 31st March 2019.
Rs. In Lakhs
|Sales and Other Income||22536.07||16505.88|
|Profit before Interest & Depreciation||1631.12||855.98|
|Net/ Profit/Loss for the year||1119.14||218.08|
|Provision for Tax||241.20||-|
|Deferred tax asset (liability)||330.98||84.15|
|Profit/Loss after tax||546.96||133.93|
Since the company did not generate sufficient profit during the year your Directors do not propose to recommend a dividend for the financial year ended 31 st March 2019.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year and outlook for the current year are given as Annexure VII
DIRECTORS & KEY MANAGEMENT PERSONNEL
As per the provisions of the Companies Act 2013 your directors Shri. Anil Ananda Panincker and Shri. Nabiel Mathew Cherian retire by rotation at the Annual General Meeting and being eligible offer themselves for reappointment. The appointment of Shri. Saran S Kartha as Joint Managing Director is expiring on 30.09.2019 and as recommended by the Nomination & Remuneration Committee he is proposed to be reappointed for a further period of 3 years in the ensuing Annual General Meeting. The Board of Directors of the Company on the recommendation of the Nomination & Remuneration Committee has re-appointed Mr. Achutha Janardhana Pai as Independent Director for a further period of 5 years subject to approval in the ensuing Annual General Meeting.
DECLARATION OF INDEPENDENT DIRECTORS
The independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149 (6) of the Act and that there has been no change in the circumstances which may affect their status of independence.
DIRECTORS' APPOINTMENT & REMUNERATION POLICY
The Company's Policy relating to appointment of Directors payment of Managerial remuneration Directors' qualifications positive attributes independence of Directors and other related matters as provided under Section 178(3) of the Companies Act 2013 is furnished in Annexure II.
The board of directors has carried out an annual evaluation of its own performance Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements under SEBI Listing Regulations 2015. The evaluation was on the basis of inputs from all the directors on criteria such as Board composition and structure effectiveness of board processes meeting procedures and functioning etc. A meeting of independent Directors evaluated the performance of non-independent directors the board as a whole and that of the Chairman taking into account the views of executive directors and non-executive directors. These evaluations were considered and discussed in the subsequent board meeting/s.
The report on Corporate Social Responsibility activities in terms of Rule 8 of the Companies (CSR) Rules 2014 is given in Annexure - III .
The Board regularly consider and evaluate the risk factors and take appropriate risk mitigation steps from time to time.
The company has formed an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention Prohibition & Redressal) Act 2013 and an internal complaints committee has been set up to redress complaints if any. No complaint was received by the committee during the year 2018-19.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013
The particulars of loans guarantees and investments have been disclosed in the financial statements.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure IV in Form AOC-2.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis which forms part of this report.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this report relates and on the date of this report>
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 your directors state that:
(a) In preparing the Annual Accounts for the year ended 31.03.2019 the applicable accounting standards have been followed and there are no material departures
(b) The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date.
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
(d) That the Directors had prepared the accounts on a going concern basis.
(e) The directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.
AUDITORS & AUDIT REPORT
Pursuant to the provisions of Section 139(2) of the Companies Act 2013 M/s A K Muralee & CO. Chartered Accountants Edappally was appointed in the 28th AGM as Statutory Auditor of the Company to hold office for a period of 5 years and continue. The report of the inoffice auditor for the current year does not contain any qualification or adverse comments.
SECRETARIAL AUDIT REPORT
The Secretarial audit report in terms of section 204 of the Companies Act 2013 is attached. The report does not contain any qualification or adversecomments.
EXTRACT OF ANNUAL RETURN
The extract of annual return for the year ended 31.03.2019 in the prescribed form MGT-9 is given in Annexure V.
The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the board.
MEETING OF THE BOARD
Five meetings of the Board were held during the year. Details are included in the corporate governance report
PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)
The particulars in terms of Section 197 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in annexure VI
Your company has complied with all the conditions of corporate governance regulations as contained in the revised Chapter IV of SEBI (Listing obligations & Disclosure Requirements) Regulations 2015. The corporate governance report and the certificate from the auditors regarding the compliances are annexed to this report as Annexures VIII & IX. The report includes the details of the familiarisation programme for Independent Directors and the policies adopted viz. whistle blower policy to provide vigil mechanism and related party transactions.
Your Company has now been granted ISO 9001 : 2015 by the prestigious agency Bureau Veritas with accreditation from UKAS London and NABCB India.
Your company's products Ferric Chloride and Ferrous Chloride have got NSF/ANSI Standard 60 certification for drinking water treatment chemicals from M/s N S F International organization designated as a Collaborating Center by the World Health Organization (WHO) for both food safety and drinking water safety and treatment.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licences from various Departments/Authorities for carrying on its normal business. The licenced and installed capacity of Synthetic Rutile production now stands at 50000 MT per annum.
The Labour - Management relations have been cordial and a long term agreement with Trade Unions of the Employees valid till March 2020 is in force.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
The details/information in respect of conservation of energy technology absorption and foreign exchange earnings and outgo in terms of R. 8 (3) of the Companies (Accounts) Rules are given in the Annexure I.
The shares of your Company are compulsorily dematerialised for trading. The ISIN number of the shares is INE105D01013.
The shares of your Company are listed with B S E Limited. The listing fee as required has already been paid upto and including the year 2019-20.
Your Directors wish to place on record their deep sense of gratitude to the Banks and Financial Institutions Central and State Government Departments and local authorities for their co-operation and support. Your directors are also grateful to the customers suppliers and business associates for their co-operation. Your directors also like to place on record their appreciation of the valuable contribution made by the employees of the company at all levels. Finally your directors are deeply grateful to the members for their continued confidenceand faith in the management of the company.
|For and on behalf of the Board|
|Place: Aluva||R.K. Garg|
|Date : 15.07.2019||Chairman.|