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Deco-Mica Ltd.

BSE: 531227 Sector: Others
NSE: N.A. ISIN Code: INE907E01010
BSE 12:07 | 17 Feb 11.40 -0.60
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NSE 05:30 | 01 Jan Deco-Mica Ltd
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VOLUME 500
52-Week high 27.00
52-Week low 11.40
P/E 3.29
Mkt Cap.(Rs cr) 5
Buy Price 11.40
Buy Qty 700.00
Sell Price 12.50
Sell Qty 300.00
OPEN 12.00
CLOSE 12.00
VOLUME 500
52-Week high 27.00
52-Week low 11.40
P/E 3.29
Mkt Cap.(Rs cr) 5
Buy Price 11.40
Buy Qty 700.00
Sell Price 12.50
Sell Qty 300.00

Deco-Mica Ltd. (DECOMICA) - Director Report

Company director report

AND MANAGEMENT DISCUSSION AND ANALYSIS FOR THE FINANCIAL YEAR 2018-19

To

The Members

DECO MICA LIMITED

CIN:L20299GJ1988PLC010807

Your Directors have pleasure in presenting their 30thAnnual Report on thebusiness and operations of the company together with the Audited Statement of Accounts forthe year ended 31stMarch 2019.

Financial Performance

The Financial Performance for the year ended March 2019 is summarized as under and theDirectors recommend appropriation of Profit as under:

(Rupees in Lakhs)

Particular Year ended 31st March 2019 Year ended 31st March 2018
Turnover 5154.30 5266.60
Profit/(Loss) before taxation 178.03 256.38
Less: Tax Expense
a) Current Tax 46.00 86.80
b) Excess/Short Provisions of tax (16.94) 20.74
c) Deferred tax expenses 7.46 (18.82)
d) Provision for wealth tax - -
Profit/(Loss) after tax 141.51 167.66
Less / Add: Appropriation
a) Transferred to General Reserve (9.29) 3.07
b) Proposed Dividend on Equity Shares - -
c) Tax on Dividend - -
Balance Profit of P.Y. 150.80 164.59

State of Company's Affairs and Future Outlook:

The income of the company during the year was Rs. 5154.30 lacs in comparison of Rs.5266.60 lacs in the previous year. The Company has earned profit of Rs 141.51 Lacs duringthe year.

Statutory Disclosures

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3) (m) of the Companies Act 2013 read withthe Rule 8(3) of the Companies (Accounts) Rules 2014 is given in the ManagementDiscussion and Analysis Report. The details pursuant to remuneration of Directors andemployees in terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

MANAGEMENT ANALYSIS

The trading activities of the Company mostly comprises of export of Laminates which aresubject to Government policies and other Global factor which has direct effect on theoperational activities of trading. However the Company has proved its image in globalmarket and has enough capacity to face the uneven situation in the course of its operationwhich is within its control.

Dividend

Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and do not recommend any dividend for the year ended 31st March2019.

Amounts Transferred to Reserves:

No amount is transferred to General Reserve.

Extract of Annual Return:

The extract of Annual Return in format MGT -9 for the Financial Year 2018-19 has beenenclosed with this report as Annexure - I

Details of Subsidiaries Companies Associate Company & LLP/Partnership *There is noSubsidiary of Company hence no such information is provided.

Directors

The Board comprises of five Directors as on March 31 2019 viz. Mr. Vijaykumar D.Agarwal (Managing Director) Mr. Vishal V. Agarwal (Director) Mr. Vikas V. Agarwal(Director) Mr. Harishkumar D. Joshi (Additional Director) and Miss. Nupur B. Modi(Additional Director).

(a) Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013 and the ListingRegulations specified Companies are required to have at least one Woman Director in theirBoard. Miss. Nupur B. Modi was appointed on 3rd October 2018 as Women Directoron Board.

(b) Chairman of the Board

Mr. Vijaykumar D. Agarwal (DIN 01763739)has been Chairman since 8thNovember 2008.

(c) Managing Director & CEO

Mr. Vijaykumar D. Agarwal (DIN 01763739) has been the Managing Director and CFO since 8thNovember 2008.

(d) Appointment/ Re-appointment/ Resignation/ Retirement of Directors

In order to ensure compliance with Section 152 (6) of the Act the Board has consideredMr. Vishal V. Agarwal Director as liable to retire by rotation and being eligible offerthemselves for reappointment.

Number of Board Meetings:

During the Financial Year 2018-19 the following meetings of the Board of Directors ofthe company were held.

Date of Board Meeting No. of Director Present in the Meeting
1. 10/05/2018 Five Directors were present
2. 23/05/2018 Five Directors were present
3. 13/08/2018 Five Directors were present
4. 08/09/2018 Five Directors were present
5. 01/10/2018 Five Directors were present
6. 03/10/2018 Four Directors were present
7. 02/11/2018 Five Directors were present
8. 08/02/2019 Five Directors were present
9. 30/03/2019 Five Directors were present

The details of the Committee Meetings held during the year is as follows:

Name of Committee Name of Committee Members Category
1. Audit Committee 1.Vijaybhai D. Agarwal Chairman
2. Harishkumar D. Joshi Independent
3. Nupur B. Modi Independent
2. Nomination and Remuneration Committee 1. Harishkumar D. Joshi Independent
2. Nupur B. Modi Independent
3. Risk Management Committee ( if applicable) Not Applicable
4. Stakeholders Relationship Committee 1. Vijay D. Agarwal Director
2. Vishal V. Agarwal Director
3. Harishkumar D. Joshi Director

System for Internal Financial Controls and its adequacy

The Financial Statements are prepared based on Computer system outputs. Responsibilityof preparation of Financial Statements is entrusted to a dedicated unit which iscompletely independent of business risk audit or other functions. This unit does notoriginate accounting entries except for limited matters such as Share Capital Taxes andTransfers to Reserves. The Company has implemented adequate procedures and internalcontrols which provide reasonable assurance regarding reliability of financial reportingand preparation of Financial Statements and that such internal financial controls wereadequate and were operating effectively during the year.

Particulars of Loan Guarantees and Investments under Section 186:

During the financial year 2018-19 the Company has not given any loan to any otherCompany.

The investment in other securities is within the authority given to the Board by theshareholders under Section 186 of the Companies Act 2013.

Particulars of Contracts or Arrangements with Related Parties:

All the transactions entered by the Company with related parties were in the ordinarycourse of business and at Arm's Length Pricing basis. The Audit Committee granted omnibusapproval for the transactions (which are repetitive in nature) and the same was reviewedby the Audit Committee and the Board of Directors.

The pricing basis is mostly based on Arm's Length Price and the decision is taken basedon the consideration and Comparable Uncontrolled Price Method prevailing in the market.

Explanation to Auditor's Remarks

The remarks made by the Auditors in their Report have been suitably dealt with in theschedules and notes and therefore do not call for any further clarification.

Conservation of Energy and Technology Absorption:

The details of Energy and Technology Absorption are as under:

A. Conservation of Energy:

The Company continues its endeavor to improve energy conservation and utilization.

B. Technology Absorption:

(1) the efforts made towards technology absorption:

Indigenously developed technologies for the improvement of production in the factorywere adopted and required modifications and innovations were done on continuous basis.

(2) the benefits derived like product improvement cost reduction product developmentor import substitution:

The innovations made by the Company has provided better results in quality andproduction and also reducing the involvement of manual workers without increasing theoverall cost of production and maintenance.

(3) in case of imported technologies( imported during last three years reckoned fromthe beginning of the financial year)

(a) The details of technology imported: Nil

(b) The year of import: Nil

(c) Whether the technology been fully absorbed: Not applicable

(d) If not fully absorbed areas where absorption has not taken place and the reasonstherefor: Not applicable.

Risk Management Policy:

The Company has developed a very comprehensive risk management policy and the same isreviewed by the Audit Committee at periodical intervals which in turn informs the Boardabout the risk assessment and minimization procedures adopted by the management.Suggestions or guidance given by the audit committee members are immediately implemented.At the corporate level major risks are reviewed by the Managing Directors and directionsin this regard are issued accordingly.

Details of Directors and Key Managerial Personnel:

NAME OF DIRECTOR DIN/PAN DESGNATION DATE OF APPOINTMENT RESIDENTIAL ADDRESS
VISHAL VIJAY BHAI AGARWAL 01763739 Director 08/11/2008 8 KAIRVI BUNGLOW NR SARTHI HOTEL BODAKDEV AHMEDABAD GUJARAT - 380054
VIKAS VIJAY BHAI AGARWAL 01763769 Director 13/02/2018 8-KAIRVI BUNG. NR. SARTHI HOTEL NR. HARIVELLA FLATS BODAKDEV AHMEDABAD GUJARAT 380054
VIJAY KUMAR DINDAYAL AGARWAL 01869337 Managing director 01/01/1997 8-KAIRVI BUNG. NR. SARTHI HOTEL NR. HARIVELLA FLATS BODAKDEV AHMEDABAD GUJARAT -380054
HARISHKUMAR DHANJIBHAI JOSHI 01871634 Independent Director 26/09/2014 72 SHIVGANESH BUNGLOWS SHILAJ ROAD THALTEJ AHMEDABAD GUJARAT -380059
NUPUR BIPINCHANDRA MODI 08261303 Independent Director 03/10/2018 102 HI SCOPE APARTMENT PATEL PARK BEHIND NIDHI HOSPITAL NAVRANGPURA AHMEDABAD GUJARAT - 380009
SIDDHI JAYENDRA SHAH DYIPS4664F Company Secretary 18/05/2016 34 JALDEEP -5 BUNGLOWS NEAR PLEASURE CLUB GUHMA GAM BOPAL AHMEDABAD GUJARAT - 380058

Comparison of Remuneration to Directors and employees:

There is Rs. 2850770 /-p.m. increase in the remuneration payable to Directors inComparison to Rs. 15153083 /- p.m. increase in the salary of employee.

The Salary rise is based on the inflation data. The previous year increase in salary ofDirector is after one year. As such the rise in the salary is at par with other employeeof the Company. The Performance of the Company has been affected by Global recession andeconomic slowdown in the Indian economy.

In comparison to the Remuneration of Directors and other employees is as under:

1) Median of Directors remuneration:-Rs. 6657048/- per annum.

2) Median of employees remuneration:-Rs. 48353547/- per annum.

Details of significant & material orders passed by the regulators or courts ortribunal:

No order has been passed by the Court/Tribunal during the financial year 2018-2019.

Deposits (As per the Definition Section 2(31) of the Companies Act 2013)

The following details of deposits covered under Chapter V of the act:

I. Deposits Accepted during the year: Nil

II. Remained unpaid or unclaimed as at the end of the year: Nil

III. Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-N.A.

a. At the beginning of the year: Nil

b. Maximum during the year:Nil

c. At the end of the year:Nil

IV. The details of deposits which are not in compliance with the requirements ofChapter: There is no such Deposit held by the Company.

Receipt of any commission by Managing Director / Whole Time Director from a Company orfor receipt of commission / remuneration from it holding or subsidiary:

Company is not paying any commission to it's director.

Declaration by Independent Director:

The Company has received declaration from all the Independent Directors under theCompanies Act 2013 and rules made there under.

Secretarial Audit Report:

In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s D. N.Motwani & Co. to undertake Secretarial Audit. The Secretarial Audit Report submittedby M/s. D. N. Motwani & Co. is furnished as Annexure II. DISCLOSURE

Corporate Social Responsibility (CSR) Policy:

The Company is not falling within the criteria of Section 135 of the Companies Act2013 and hence the Company is not required to form CSR committee.

Audit Committee:

The Audit Committee comprises of Mr. Vijaykuamr Dindayal Agarwal Mr. HarishkumarDhanjibhai Joshi and Miss. Nupur B. Modi. All the recommendations made by the AuditCommittee were accepted by the Board.

Vigil Mechanism:

The Vigil Mechanism of the Company incorporates Whistle Blower Policy in terms of theListing Agreement. Protected disclosures can be made by a Whistle Blower through a mail ora letter to the Chairman of the Company. The Policy on Vigil Mechanism and Whistle BlowerPolicy may be accessed on Company's Website.

Statement Indicating the Manner in which Formal Annual Evaluation has been made by theBoard of its own Performance its Directors and that of its Committees:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.

Nomination & Remuneration Committee Policy:

The sitting fee paid to the non-executive directors and remuneration paid to the whole-time director is approved by the remuneration committee. Remuneration Committee consistsof Mr. Harishkumar Dhanjibhai Joshi (DIN: 01871634) and Miss. Nupur Bipinchandra Modi (DIN: 08261303) both are Independent Directors.

Half- yearly Declaration

A half - yearly/Quarterly Declaration of financial performance including summary ofsignificant events in the last six months is currently not being send to each household ofshareholders. However the Company publishes its results in national and state levelnewspapers having wide circulation. The results are also posted on the website of theCompany i.e. www.decomicaltd.com.

Managerial remuneration:

Managerial Remuneration

Name of Director Remuneration for F.Y 2018-2019 Remuneration for F.Y 2017-2018
(Amount In Rs.) (Amount In Rs.)
1. Vijaykumar V. Agrawal (Managing Director) 400000/- p.m. 250000/- p.m.

*Remuneration is not required to be paid to independent director as per Section 149read with Schedule IV of Companies Act 2013.

Statutory Auditors:

Mr. Samir M. Shah & Associates (FRN.: 122377W) Chartered Accountants who haveaudited the accounts of the year 2018-19 shall retire at the conclusion of the ensuingGeneral Meeting and are eligible for re-appointment.

Members are requested to consider the re- appointment of Mr. Samir M. Shah &Associates (FRN.: 122377W) Chartered Accountant as the Statutory Auditors of the Companyfrom the conclusion of this Annual General Meeting at the remuneration to be decided bythe Board based on the recommendations of the Audit Committee. A Certificate has beenreceived from Mr. Samir M. Shah & Associates (FRN.: 122377W) Chartered Accountant tothe effect that their appointment if made would be within the prescribed limits underSection 141 of the Companies Act 2013.

Cost Auditors:

Company does not fall within the purview of Section 148 of the Companies Act 2013andhence there is no requirement for the Company to appoint Cost Auditor for the F.Y 2018-19.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

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 31st March 2019 and of the profit/loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

f) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

Material events that have happened after the Balance Sheet date

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which the Financial Statementsrelate and the date of the Report.

Policy on Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace

The Company has zero tolerance for sexual harassment at the Workplace and has adopted a'Policy on Prevention Prohibition and Redressal of Sexual Harassment of Women at WorkPlace' in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.

The Policy aims to provide protection to women employees at the workplace and preventand redress complaints of sexual harassment and for matters connected or incidentalthereto with the objective of providing a safe working environment. However no complaintwas registered with regard to the same.

Green initiatives:

During fiscal 2011 we started a sustainability initiative with the aim of going greenand minimizing our impact on the environment. Like the previous years this year too weare publishing only the statutory disclosures in the print version of the Annual Report.Additional information is available on our website www.decomicaltd.com.

Electronic copies will be the Annual Report 2018-19 and Notice of the 30thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company / Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2019 and the Notice will be the 30th AnnualGeneral Meeting are sent in the permitted mode. Members requiring physical copies can senda request to the Company.

The Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015. The instructions for e-voting are provided in theNotice.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders bankersand clients for their support.

Place: Ahmedabad For and on behalf of the Board of Directors
Date : 28th May 2019 Vijaykumar Agarwal
(DIN:01869337)
Chairman & Managing Director