|BSE: 531227||Sector: Others|
|NSE: N.A.||ISIN Code: INE907E01010|
|BSE 00:00 | 24 Jun||31.60||
|NSE 05:30 | 01 Jan||Deco-Mica Ltd|
Deco-Mica Ltd. (DECOMICA) - Director Report
Company director report
DECO MICA LIMITED
Your Directors have pleasure in presenting their 31th AnnualReport on the business and operations of the company together with the Audited Statementof Accounts for the year ended 31stMarch 2020.
The Financial Performance for the year ended March 2020 is summarizedas under and the Directors recommend appropriation of Profit as under:
(` in Lakhs)
State of Company's Affairs and Future Outlook:
The income of the company during the year was Rs.4715.12 lacs incomparison of Rs.5154.30 lacs in the previous year.
The Company has earned profit of Rs 86.47 Lacs during the year.
The information on conservation of energy technology absorption andforeign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 is given in theManagement Discussion and Analysis Report. The details pursuant to remuneration ofDirectors and employees in terms of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
The trading activities of the Company mostly comprises of export ofLaminates which are subject to Government policies and other Global factor which hasdirect effect on the operational activities of trading. However the Company has proved itsimage in global market and has enough capacity to face the uneven situation in the courseof its operation which is within its control.
Your Directors feel that it is prudent to plough back the profits forfuture growth of the Company and do not recommend any dividend for the year ended 31stMarch2020.
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 Year2019-20 has been enclosed with this report as Annexure - I
Details of Subsidiaries Companies Associate Company &LLP/Partnership *There is no Subsidiary of Company hence no such information is provided.Directors
The Board comprises of Six Directors as on March 31 2019 viz.Mr.Vijaykumar D. Agarwal (Managing Director & CEO) Mr. Vishal V. Agarwal (Director& CFO) Mr. Vikas V. Agarwal (Director) Mr. Harishkumar D. Joshi (IndependentDirector) Mr. Gunjan Y. Pandya (Independent Director) and Miss. Nupur B. Modi (Independentand Women Director).
(a) Woman Director
In terms of the provisions of Section 149 of the Companies Act 2013and the Listing Regulations specified Companies are required to have at least one WomanDirector in their Board. Miss. Nupur B. Modi 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 8thNovember 2008.
(c) Managing Director & CEO
Mr. Vijaykumar D. Agarwal (DIN 01763739) has been the Managing Directorsince 8th November 2008. Mr. Vijaykumar D. Agarwal (DIN 01763739) has been the CEO since1st October 2015
(d) Appointment/ Re-appointment/ Resignation/ Retirement of Directors
In order to ensure compliance with Section 152 (6) of the Act theBoard has considered Mr. Vijaybhai D. Agarwal Director as liable to retire by rotationand being eligible offer themselves for reappointment. It is proposed to continue Mr.Vijaybhai D. Agarwal as Managing Director of the Company under Section 196197 and 203read with rules made thereunder and Schedule V and other applicable provisions if any ofthe Companies Act 2013 for the period of 5 Years i.e. upto 29th September2025. The Boardtherefore recommends the shareholders to pass the said resolution.
Number of Board Meetings:
During the Financial Year 2019-20 the following meetings of the Boardof Directors of the company were held.
The details of the Committee Meetings held during the year is asfollows:
System for Internal Financial Controls and its adequacy
The Financial Statements are prepared based on Computer system outputs.Responsibility of preparation of Financial Statements is entrusted to a dedicated unitwhich is completely independent of business risk audit or other functions. This unitdoes not originate accounting entries except for limited matters such as Share CapitalTaxes and Transfers to Reserves. The Company has implemented adequate procedures andinternal controls which provide reasonable assurance regarding reliability of financialreporting and preparation of Financial Statements and that such internal financialcontrols were adequate and were operating effectively during the year.
Particulars of Loan Guarantees and Investments under Section 186:
During the financial year 2019-20 the Company has not given any loanto any other Company.
The investment in other securities is within the authority given to theBoard by the shareholders 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 werein the ordinary course of business and at Arm's Length Pricing basis. The Audit Committeegranted omnibus approval for the transactions (which are repetitive in nature) and thesame was reviewed by the Audit Committee and the Board of Directors.
The pricing basis is mostly based on Arm's Length Price and thedecision is taken based on the consideration and Comparable Uncontrolled Price Methodprevailing in the market.
Explanation to Auditor's Remarks
The remarks made by the Auditors in their Report have been suitablydealt with in the schedules and notes and therefore do not call for any furtherclarification.
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 andutilization.
B. Technology Absorption:
(1) the efforts made towards technology absorption:
Indigenously developed technologies for the improvement of productionin the factory were adopted and required modifications and innovations were done oncontinuous basis.
(2) the benefits derived like product improvement cost reductionproduct development or import substitution:
The innovations made by the Company has provided better results inquality and production and also reducing the involvement of manual workers withoutincreasing the overall cost of production and maintenance.
(3) in case of imported technologies( imported during last three yearsreckoned from the 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 placeand the reasons therefor: Not applicable.
Risk Management Policy:
The Company has developed a very comprehensive risk management policyand the same is reviewed by the Audit Committee at periodical intervals which in turninforms the Board about the risk assessment and minimization procedures adopted by themanagement. Suggestions or guidance given by the audit committee members are immediatelyimplemented. At the corporate level major risks are reviewed by the Managing Directors anddirections in this regard are issued accordingly.
Details of Directors and Key Managerial Personnel:
Comparison of Remuneration to Directors and employees:
There is Rs.4128384 /-p.m. increase in the remuneration payable toDirectors in Comparison to Rs.1357488 /- p.m. decrease in the salary of employee.
The Salary rise is based on the inflation data. The previous yearincrease in salary of Director is after one year. As such the rise in the salary is at parwith other employee of the Company. The Performance of the Company has been affected byGlobal recession and economic slowdown in the Indian economy.
In comparison to the Remuneration of Directors and other employees isas under:
1) Median of Directors remuneration:- Rs.10785432/- per annum.
2) Median of employees remuneration:- Rs.48263018/- per annum.
Details of significant & material orders passed by the regulatorsor courts or tribunal:
No order has been passed by the Court/Tribunal during the financialyear 2019-2020.
Deposits (As per the Definition Section 2(31) of the Companies Act2013)
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 endof the year: Nil
III. Whether there has been any default in repayment of deposits orpayment of interest thereon during the year and if so number of such cases and the totalamount involved- N.A. a. At the beginning of the year: Nil b. Maximum during the year: Nilc. At the end of the year: Nil IV. The details of deposits which are not in compliancewith the requirements of Chapter: There is no such Deposit held by the Company.
Receipt of any commission by Managing Director / Whole Time Directorfrom a Company or for 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 Directorsunder the Companies Act 2013 and rules made there under.
Secretarial Audit Report:
In terms of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s D. N. Motwani & Co. to undertake Secretarial Audit. The SecretarialAudit Report submitted by M/s. D. N. Motwani& Co. is furnished as Annexure II.
Corporate Social Responsibility (CSR) Policy:
The Company is not falling within the criteria of Section 135 of theCompanies Act 2013 and hence the Company is not required to form CSR committee.
The Audit Committee comprises of Mr. Vijaykumar D. Agarwal Mr.Harishkumar D. Joshi Mr. Gunjan Y. Pandya and Miss. Nupur B. Modi. All therecommendations made by the Audit Committee were accepted by the Board.
The Vigil Mechanism of the Company incorporates Whistle Blower Policyin terms of the Listing Agreement. Protected disclosures can be made by a Whistle Blowerthrough a mail or a letter to the Chairman of the Company. The Policy on Vigil Mechanismand Whistle Blower Policy may be accessed on Company's Website.
Statement Indicating the Manner in which Formal Annual Evaluation hasbeen made by the Board of its own Performance its Directors and that of its Committees:
During the year the Board adopted a formal mechanism for evaluatingits performance and as well as that of its Committees and individual Directors includingthe Chairman of the Board. The exercise was carried out through a structured evaluationprocess covering various aspects of the Boards functioning such as composition of theBoard & committees experience & competencies performance of specific duties& obligations governance issues etc. Separate exercise was carried out to evaluatethe performance 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 theentire Board and that of the Chairman and the Non-Independent Directors were carried outby the Independent Directors. The Directors were satisfied with the evaluation resultswhich reflected the overall engagement of the Board and its Committees with the Company.
Nomination & Remuneration Committee Policy:
The sitting fee paid to the non-executive directors and remunerationpaid to the Whole-time director & Director is approved by the remuneration committee.Remuneration Committee consists of Mr. Harishkumar D. Joshi (DIN:
01871634) Mr. Gunjan Y. Pandya (DIN: 08493307) and Miss. Nupur B. Modi(DIN:08261303) are Independent Directors.
Half- yearly Declaration
A half - yearly/Quarterly Declaration of financial performanceincluding summary of significant events in the last six months is currently not being sendto each household of shareholders. However the Company publishes its results in nationaland state level newspapers having wide circulation. The results are also posted on thewebsite of the Company i.e. www.decomicaltd.com.
*Remuneration is not required to be paid to independent director as perSection 149 read with Schedule IV of Companies Act 2013.
Mr. Samir M. Shah & Associates (FRN.: 122377W) CharteredAccountants who have audited the accounts of the year 2019-20 shall retire at theconclusion of the ensuing General Meeting and are eligible for re-appointment. Members arerequested to consider the re- appointment of Mr. Samir M. Shah & Associates (FRN.:122377W) Chartered Accountant as the Statutory Auditors of the Company from theconclusion of this Annual General Meeting at the remuneration to be decided by the Boardbased on the recommendations of the Audit Committee. A Certificate has been received fromMr. Samir M. Shah & Associates (FRN.: 122377W) Chartered Accountant to the effect thattheir appointment if made would be within the prescribed limits under Section 141 of theCompanies Act 2013.
Company does not fall within the purview of Section 148 of theCompanies Act 2013and hence there is no requirement for the Company to appoint CostAuditor for the F.Y 2019-20.
Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 your directors confirm that:
a) In the preparation of the annual accounts for the financial yearended 31st March 2020 the applicable accounting standards had been followed along withproper explanation relating to material departures;
b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2020and of the profit /loss of the Company for that period;
c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concernbasis;
e) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
f) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
Material events that have happened after the Balance Sheet date
No material changes and commitments affecting the financial position ofthe Company have occurred between the end of the financial year to which the FinancialStatements relate and the date of the Report.
Policy on Prevention Prohibition and Redressal of Sexual Harassment ofWomen at Workplace
The Company has zero tolerance for sexual harassment at the Workplaceand has adopted a 'Policy on Prevention
Prohibition and Redressal of Sexual Harassment of Women at Work Place'in line with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder.
The Policy aims to provide protection to women employees at theworkplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment. However no complaint was registered with regard to the same.
During fiscal 2011 we started a sustainability initiative with the aimof going green and minimizing our impact on the environment. Like the previous years thisyear too we are publishing only the statutory disclosures in the print version of theAnnual Report. Additional information is available on our website www.decomicaltd.com.Electronic copies will be the Annual Report 2019-20 and Notice of the 31st Annual GeneralMeeting are sent to all members whose email addresses are registered with the Company /Depository Participant(s). For members who have not registered their email addressesphysical copies of the Annual Report 2020 and the Notice will be the 31st Annual GeneralMeeting are sent in the permitted mode. Members requiring physical copies can send arequest to the Company.
The Company provides e-voting facility to all its members to enablethem to cast their votes electronically on all resolutions set forth in the Notice. Thisis pursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Amendment Rules 2015. The instructions for e-voting areprovided in the Notice.
The Directors express their sincere appreciation to the valuedshareholders bankers and clients for their support.