The Members DECO MICA LIMITED
Your Directors are pleased to present the Thirty-Two (32nd) Annual Report on thebusiness and operations of the company along with the Audited Financial Statements for thefinancial year ended 31st March 2021 (FY 2020-2021)
A summary of the Company's Financial Performance for the financial year ended 31stMarch 2021 compared to the previous financial year ended on 31st March 2020 is givenbelow:
| || ||(Rs in Lakhs) |
|Particular ||Year ended 31st March 2021 ||Year ended 31st March 2020 |
|Turnover ||5357.58 ||4872.56 |
|Profit/(Loss) before taxation ||196.68 ||116.93 |
|Less: Tax Expense || || |
|a) Current Tax ||64.00 ||39.00 |
|b) Excess/Short Provisions of tax ||5.52 ||(1.32) |
|c) Deferred tax expenses ||(5.77) ||(7.21) |
|d) Provision for wealth tax || || |
|Profit/(Loss) after tax ||132.93 ||86.47 |
|Less/Add: Appropriation || || |
|a) Transferred to General Reserve ||6.92 ||2.36 |
|b) Proposed Dividend on Equity Shares ||Nil ||Nil |
|c) Tax on Dividend ||Nil ||Nil |
|Balance Profit of P.Y. ||139.85 ||84.11 |
In spite of COVID-19 pandemic due to stringent efforts of Management the Company wasable to achieve its targeted turnover. The Board is helpful to achieve better performancein the coming year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the year under review is presented in a separate section formingpart of the Annual Report.
STATE OF COMPANY'S AFFAIRS:
During the period under review the Company has achieved an income of Rs. 535758353and net profit of Rs. 13292745 on a standalone basis.
The Paid-up Share capital of the Company as on March 31 2021 is Rs. 42000000divided into 4200000 equity shares of Rs.10/- each fully paid up. There is no increasein capital of the Company.
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 March 2021.
AMOUNTS TRANSFERRED TO RESERVES:
No amount is transferred to General Reserve.
LISTED OF EQUITY SHARES:
The Company's equity shares are presently listed on the following Stock Exchanges:
BSE Limited PhirozeJeeJeebhoy Towers Dalal Street Mumbai - 400001
The Company has paid the Annual Listing Fees to the said Stock Exchanges for thefinancial Year 2020-21.
DETAILS OF SUBSIDIARIES COMPANIES ASSOCIATE COMPANY & LLP/PARTNERSHIP
*There is no Subsidiary of Company hence no such information is provided.
NUMBER OF BOARD MEETINGS:
During the Financial Year 2020-21 the following meetings of the Board of Directors ofthe company were held.
|Sr. No. Date ofBoard Meeting ||No. ofDirector Present in the Meeting |
|1. 16/04/2020 ||Six Directors were present |
|2. 23/05/2020 ||SixDirectors were present |
|3. 30/06/2020 ||SixDirectors were present |
|4. 28/08/2020 ||SixDirectors were present |
|5. 12/11/2020 ||SixDirectors were present |
|6. 24/11/2020 ||SixDirectors were present |
|7. 05/01/2021 ||SixDirectors were present |
|8. 11/02/2021 ||SixDirectors were present |
THE DETAILS OF THE COMMITTEE MEETINGS HELD DURING THE YEAR IS AS FOLLOWS:
|Sr. Name of Committee ||Name of Committee Members ||Category |
|1. Audit Committee ||1.Vijaybhai D. Agarwal ||Chairman |
| ||2. Harishkumar D. Joshi ||Independent Director |
| ||3. Gunjan Y. Pandya ||Independent Director |
| ||3. Nupur B. Modi ||Independent Director |
|2. Nomination and Remuneration Committee ||1. Harishkumar D. Joshi ||Independent Director |
| ||2. Gunjan Y. Pandya ||Independent Director |
| ||3. Nupur B. Modi ||Independent Director |
|3. Risk Management Committee ( if applicable) ||Not Applicable || |
|4. Stakeholders Relationship Committee ||1.Vijay D. Agarwal ||Director |
| ||2. Harishkumar D. Joshi ||Independent Director |
| ||3. Gunjan Y. Pandya ||Independent Director |
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.
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 financialyear ended March 31 2021 the applicable accounting standards had been followed alongwith proper explanation relating to material departures; b) The directors had selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31st March 2021 and of the profit /loss of the Company for thatperiod; c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d) The directors had prepared the Annual Accounts for the financialyear ended March 31 2021 on a going concern basis; e) The directors have laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively. f) The directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in format MGT -9 for the Financial Year 2020-21 has beenenclosed with this report as Annexure - I
DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:
The Board comprises of Six Directors as on March 31 2019 viz. Mr. Vijaykumar D.Agarwal (Managing Director & CEO) (DIN 01869337) Mr. Vishal V. Agarwal (Director& CFO) (DIN 01763739) Mr. Vikas V. Agarwal (Director) (DIN 01763769) Mr.Harishkumar D. Joshi (Independent Director) (DIN 01871634) Mr. Gunjan Y. Pandya(Independent Director) (DIN 08493307) and Miss Nupur B. Modi (Independentand WomenDirector) (DIN 08261303)
(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 (DIN 08261303)was appointed on 3rd October 2018 as WomenDirector on Board.
(b) Chairman of the Board
Mr. Vijaykumar D. Agarwal (DIN 01763739) has been Chairman since 8th November 2008.
(c) Managing Director & CEO
Mr. Vijaykumar D. Agarwal (DIN 01763739) has been the Managing Director since 8thNovember 2008. Mr. Vijaykumar D. Agarwal (DIN 01763739) has been the CEO since 1stOctober 2015.
(d) Appointment/ Re-appointment/ Resignation/ Retirement of Directors
In order to ensure compliance with Section 152 (6) of the Act the Board has consideredMr. Vikas V. Agarwal Director (DIN 01763769) as liable to retire by rotation and beingeligible offer themselves for reappointment.
KEY MANAGERIAL PERSONNEL:
Mr. Vijaykumar D. Agarwal - Managing Director & CEO Mr. Vishal V. Agarwal -Director & CFO
Miss Siddhi Shah - Company Secretary
There has been no change in the key managerial personnel during the year.
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 2020-21 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.
TRANSACTIONS WITH RELATED PARTIES
All related party transactions entered into during FY 2020-21 were on arm's lengthbasis and in the ordinary course of business. No material related party transactions wereentered into during the financial year by the Company. All transactions with relatedparties were reviewed and approved by the Audit Committee. Prior omnibus approval isobtained for related party transactions which are of repetitive nature and entered in theordinary course of business and on arm's length basis.
The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 entered by the Company during the financial year endedMarch 31 2021 in prescribed Form AOC-2 is annexed to this Board's Report as Annexure -II.
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.
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. DepositsAccepted 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 ofthe year: Nil IV. The details of deposits which are not in compliance with therequirements of Chapter: 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.
Mr. Samir M. Shah & Associates (FRN.: 122377W) Chartered Accountants who haveaudited the accounts of the year 2020-21 shall retire at the conclusion of the ensuingGeneral Meeting and are eligible for re-appointment. Members are requested to consider there- appointment of Mr. Samir M.Shah & Associates (FRN.: 122377W) Chartered Accountantas the Statutory Auditors of the Company from the conclusion of this Annual GeneralMeeting at the remuneration to be decided by the Board based on the recommendations of theAudit Committee. A Certificate has been received from Mr. Samir M.Shah & Associates(FRN.: 122377W) Chartered Accountant to the effect that their appointment if made would bewithin the prescribed limits under Section 141 of the Companies Act 2013.
The Board of Directors of the Company have appointed M/s Nimesh M. Shah & Co.Chartered Accountants as Internal Auditors to conduct Internal Audit of the Company forthe financial year ended March 31 2021.
Company does not fall within the purview of Section 148 of the Companies Act 2013 andhence there i s no requirement for the Company to appoint Cost Auditor for the F.Y2020-21.
SECRETARIAL AUDIT REPORT:
As per the provisions of Section 204 and other applicable provisions if any of theCompanies Act 2013 the Board of Directors have appointed M/s. D. N. Motwani & Co.Practicing Company Secretary (C.P.No.2431) as Secretarial Audit for auditing thesecretarial records maintained by the Company for the financial year 2020 -21.
The Secretarial Audit's Report is annexed to this Board's Report as Annexure III.ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2020-21 for all applicablecompliances as per Securities and Exchange Board of India Regulations and Circulars/Guildlines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. D.N. Motwani & Co. Practising Company Secretary Ahmedabad has been submitted to theStock Exchange within the specific time and same is annexed here with as Annexure- IVDISCLOSURE
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.
The Audit Committee comprises of Mr. Harishkumar D. Joshi Mr. Gunjan Y. Pandya andMiss. Nupur B. Modi as members of the Committee.
All the recommendations made by the Audit Committee were accepted by the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 of the Companies Act 2013 read with Rule 7of the Companies (Meetings of Board and its powers) Rules 2014 and Regulation 22 of theSEBI Listing Regulations the Board of Directors had approved the policy on VigilMechanism/ Whistle Blower and the same was hosted on the website of the company. ThePolicy inter-alia provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ Employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year. Thepolicy of vigil mechanism is available on the Company's website.
PREVENTION OF INSIDER TRADING:
As per SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopteda Code of Conduct for Prevention of Insider Trading. The Company has appointed Miss SiddhiShah Company Secretary as Compliance Officer who is responsible for setting forthprocedures and implementation of the code for trading in Company's securities. During theyear under review there has been due compliance with the said code of conduct forprevention of insider trading.
STATEMENT INDICATING THE MANNER IN WHICH FORMAL A NNUAL 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:
No sitting fee is paid to Non-Executive directors and Independent Directors. Theremuneration paid to the Whole-time director and Directors is approved by the remunerationcommittee. Remuneration Committee consists of Mr. Harishkumar D. Joshi (DIN: 01871634)Mr. Gunjan Y. Pandya (DIN: 08493307) and Miss. Nupur B. Modi (DIN:08261303) areIndependent 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.
STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
The Statement of particulars of Appointment and Remuneration of Managerial Personnel asper Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed to this Board's Report as Annexure-V.
|Sr. Name of Director No. ||Managerial Remuneration Remuneration for F.Y 2020- 2021 (Amount In Rs.) ||Remuneration for F.Y 2019- 2020 (Amount In Rs.) |
|1. Vijaykumar V. Agrawal (Managing Director & CEO) ||400000/- p.m. ||400000/- p.m. |
|2. Vishal V. Agarwal (Director & CFO) ||400000/-p.m. ||400000/-p.m. |
*Remuneration is not required to be paid to independent director as per Section 149read with Schedule IV of Companies Act 2013.
CHANGES IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
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.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL:
National Company Law Tribunal Ahmedabad has passed an order dated 22.03.2021 underSection 12A of the Insolvency & Bankruptcy Code 2016 Pursuant to said order ShreePrintwell Offset Pvt. Ltd. V/s Deco Mica Ltd Shree Printwell offset Pvt. Ltd. haswithdrawn the application on payment of their dues.
As on date no litigation is pending against the Company.
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.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India.
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 copieswill be the Annual Report 2020-21 and Notice of the 32rd Annual General Meeting are sentto all members whose email addresses are registered with the Company / DepositoryParticipant(s).For members who have not registered their email addresses physical copiesof the Annual Report 2021 and the Notice will be the 32rd Annual General Meeting are sentin the permitted mode. Members requiring physical copies can send a request to theCompany.
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.
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 : 29th June 2021 || |
| ||Vijaykumar Agarwal |
| ||(DIN: 01869337) |
| ||Chairman & Managing Director |