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Dekson Castings Ltd.

BSE: 780006 Sector: Engineering
NSE: N.A. ISIN Code: INE465Q01013
BSE 05:30 | 01 Jan Dekson Castings Ltd
NSE 05:30 | 01 Jan Dekson Castings Ltd

Dekson Castings Ltd. (DEKSONCASTINGS) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting the Annual Report of the Company togetherwith the Audited Profit and Loss Account for the year ended 31st March 2019 andthe Balance Sheet as on that date.

1. Financial Results:

Particulars 2018 2019 2017 2018
Paid up Share capital 37793000 37793000
Borrowings (Secured and unsecured) 224149098.04 237085399.07
Loans Guarantees and Investments made under section 186 of Companies Act 2013 51183313.17 43933101.57
Turnover 444377066.39 469244692.36
EBITDA 58624018.09 59888602.72
Profit/(Loss) before depreciation and taxation 33990178.18 30432957.77
Profit/(Loss) before taxation 8538898.99 10245996.47
Less: Tax Expense from continuing operations 2157435 2075496
Tax Expense(deferred) (288388) (144476)
Profit/(Loss) after tax 6669851.99 8314576.47
Amount proposed to be Transferred to
6669851.99 8314576.47
General Reserves
Percentage Dividend recommended by Board if any - -

2. Operating Results

The operations resulted in Profit of Rs. 6669851.99/- after making provision ofdepreciation & taxes.

3. Operational Review:

The company has done satisfactory performance after considering slump in last quarterof Automobile market in comparison to last Financial Year. There was slight decrease innet sales by 5.3% over last year's sales. However all other parameter's have seen betterperformance of the company i.e. EBITDA increase from 12.73% to 13.19% decrease inInterest cost both in absolute term (from 2.94 Crore to 2.46 Crore) and percentage term(from 6.26% to 5.53%). Company is doing continuous expansion and hence the depreciation isincreased by almost 26%.

4. Prospects:

Your company has been working extensively on costing of the products and is confidentof growth in Sales as well as Profit in the coming year. The Company can be compete anycompetition from other countries if the same arose. Your Company is in discussion withnew customers (domestic as well as international) for current year which would furtherhelp build the larger customer base.

Our performance in the last year shows that our policy of low costs without compromiseto quality has worked for us. Your company has increased production capacity which willhelp us to meet the customers' requirements faster and with consistent quality.

The Company is also trying to explore the exports market with the new customersacquired internationally which will ensure optimum utilization of installed capacity andmaximization of profits. Your company is also working for the land in SEZ in Shendrawhich would help us in supplying castings to international market and earn foreignexchange.

Energy Saving:

Company is voluntarily doing various steps to conserve the energy and make the companyclean and Green. We have completed Energy Audit and have taken various steps to conserveenergy. We have also taken certification of ISO 50001 and are implementing mandatory stepsto help save precious energy.

Company is also implementing Clean Fuel for the heating purpose which would improvecompanies green footprint

5. Expansion:

Company is trying to mitigate the dependency on one customer and is in discussion withGlobal large manufacturer in similar product line. Also company few years back hasstarted value addition project by supplying the machined castings to existing customer andhas seen great results from the same. Further company has invested heavily and houses 6high speed and high precision VMC machines 1 SPM BTA machine. Further company is planningto purchase more Machines (Vertical Milling Machines) and Special Purpose Machine (SPM) toincrease the machining capacity which in turn will provide greater value addition and cancater to new customer

6. Dividends

The Board of Directors of your company does not recommend any dividend on the equityshare of the company for the financial year 2018 - 2019.

7. Deposits

The Company has not invited/ accepted any deposits from the public during the yearended 31stMarch 2019. There were no unclaimed or unpaid deposits as on 31stMarch 2019.

8. Transfer to reserves

The company is having Profit of Rs. 6669851.99/- for the financial yearRs.6669851.99/- amounts is proposed to be transferred to the General Reserve.

9.Material Changes between the date of the Board report and end of financial year

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

10.Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

11. Subsidiary Company

As on 31stMarch 2019 the Company does not have any subsidiary.

12.Change in the nature of business

There is no change in the nature of the business of the company done during the year.

13. Number of meeting of the Board:

During the year Fifteen (15) Board Meetings were convened and held. The details ofwhich are given below. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.The date of board meetings:

06/04/2018 15/04/2018 16/04/2018 22/05/2018 10/06/2018 12/07/2018 10/08/201801/09/2018 07/09/2019 22/10/2018 12/11/2018 15/12/2019 18/01/2019 18/02/201910/03/2019

Details of the attendance of director at various Board Meetings during financial yearas under:

S. No. Name Of Director No. of meetings Attended
1 Mr. Vikram Ashok Dekate 12
2 Mr. Chetan Ashok Dekate 15
3 Mr. PrashantChandreshShukla 15
4 Mr. Durgadas Narayan Chavan 10
5 Mrs. PallaviDekate 15

Composition of Audit Committee:

Name of Member Designation Category
Mr. PrashantChandreshShukla Chairman Independent Director
Mr. Durgadas Narayan Chavan Member Independent Director
Mr. Vikram Ashok Dekate Member Managing Director

During the Financial Year 2018-19 [4(FOUR)] meetings of the Audit Committee of thecompany were held on following

Dates on which the Meetings were held Total strength of the Committee Total No of Directors present
10/04/2018 3 3
11/08/2018 3 3
15/11/2018 3 3
12/03/2019 3 3

Composition of Stakeholder Relationship Committee:

Name of Member Designation Category
Mr. PrashantChandreshShukla Chairman Independent Director
Mr. Durgadas Narayan Chavan Member Independent Director
Mr. Chetan Ashok Dekate Member Director

Nomination and Remuneration committee:

Name of Member Designation Category
Mr. PrashantChandreshShukla Chairman Independent Director
Mr. Durgadas Narayan Chavan Member Independent Director
Mr. Chetan Ashok Dekate Member Director

14. The Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo

a) Conservation of energy:

(I) Steps taken or impact on conservation of energy In view of the nature of business there is not much scope for energy conservation measures.
However adequate measures are taken to avoid wastage of electricity.
(ii) Steps taken by the company for utilizing alternate sources of energy. The company is exploring option of using solar energy for various day operation
(iii) Capital investment on energy conservation equipment No additional investments are proposed for energy conservation

b) Technology absorption:

(i) the effort made towards technology absorption NIL
(ii) the benefits derived like product improvement cost reduction product development or import substitution N.A.
(iii) in case of imported technology (important during the last three years reckoned from the beginning of the financial year) N.A.
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof
(iv) the expenditure incurred on Research and Development NIL

c) Foreign Exchange earnings and outgo

Foreign exchange earned in terms of actual inflows during the year and the foreignexchange outgo during the year in terms of accrual basis

(Amount in INR)
Particulars 2018-19 2017-18
Foreign Exchange Earnings in terms of actual inflows Nil Nil
Foreign Exchange Outgo in terms of actual outflow 64379 21775975

15. Auditors

M/S INDAPURKAR & MUNDADA. Chartered Accountants Aurangabad were appointed asstatutory auditors of the company to hold office for a period of five consecutive yearsi.e. up to the conclusion of Annual General Meeting of the Company to be held in thefinancial year 2019-20.

16 . Auditors' Report

The Notes on Financial Statements referred to in the Auditors Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

17. Sexual harassment:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted aPolicy on prevention of Sexual Harassment in line with the provisions of Sexual Harassmentof Woman at Workplace (Prevention Prohibition and Redresssal) Act 2013 and the Rulesmade thereunder. There was no complaint on sexual harassment during the year under review.

18. Particulars of Employees

As required by rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the information is treated as NIL as no employee is drawingsalary equals to or above the limits mentioned in the said Rules.

19 . Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3) (C) of Companies Act 2013 the Board ofDirectors hereby confirms that

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures.

ii. It has in the selection of the accounting policies consulted the StatutoryAuditors and has applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2019 and of the profits of the company for thatperiod.

iii. It has taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities to the best ofits knowledge and ability. There are however inherent limitations which should berecognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

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

20. Directors

Mr. Vikram Ashok Dekate Managing Director continue to hold the office and Mr. ChetanAshok Whole time director who retires by rotation and being eligible offers himself forre-appointment.

21. Secretarial audit report and explanation to the qualifications reported in thereport:

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhave appointed M/s. AdityaKurundkar and Associates Company Secretaries to undertake theSecretarial audit of the Companyfor the year 2018-19. The company will ensure thenecessary compliance for the clarifications asked and explanations have been provided thecompany has duly complied the qualifications in the ensuring financial year.

22. Changes in Share Capital

The Company has not issued any Equity Shares during the year 2018-2019.

23. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT 9as a part of this Annual Report as ANNEXURE 'B'.

24. Particulars of loans guarantees or investments under section 186:

During the year under review company has complied with provisions of Section 186 inrespect of loans and investments

Details of Investments as on 31.03.2019:-

SL No Date of inves tmen t Details of Investe e Amount Purpose for which the proceeds from investmen t is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expected rate of return
1 Investm ent in Reliance Liquid Fund INR 44916576. 43 16/04/20 18
2 Investm ent in Shares INR 852500.23 16/04/20 18
3 Everest lean Cluster INR 0.15 16/04/20 18
4 Sherkha nDemat account INR 9990 16/04/20 18
5 LIC Of lndia Gratuity Fund A/c INR 500000 16/04/20 18
6 Reliance Small Capital Fund INR 1100000 16/04/20 18
7 Reliance Large Capital Fund INR 1050000 16/04/20 18
8 ICICI Pru Equity & Debt Fund INR 800000 16/04/20 18
9 ICICI Prudenti al Bluechi p Fund INR 900000 16/04/20 18
10 Aditya Birla Sunlife Frontlin e Equity Fund INR 250000 16/04/20 18
11 Aditya Birla Mutual Fund INR 750000 16/04/20 18
Total INR 51183313. 17

25. Risk Management Policy

The Company has developed and implemented a risk management policy which identifiesmajor risks which may threaten the existence of the Company. The same has also beenadopted by your Board and is also subject to its review from time to time. Risk mitigationprocess and measures have been also formulated and clearly spelled out in the said policy.

26. Related Party Transactions:

No agreement was entered with related parties by the company during the current year.All the related party transactions were entered by the Company in ordinary course ofbusiness and were in arm's length basis. The Company presents all related partytransactions before the Board specifying the nature value and terms and conditions ofthe transaction. Transaction with related parties is conducted in a transparent mannerwith the interest of the Company and Stakeholders as utmost priority.

Since all the related party transactions were entered by the Company in ordinary courseof business and were in arm's length basis the said details are mentioned in the report.The Board has approved the related party transactions in respective Board meetings

27. Significant and material order passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

28. Corporate Social Responsibility

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

Our Managing Director is working for tree plantation and water conservation in thelocal area and it has already shown good benefits under "Green and Clean MIDC"

29. Declaration by Independent Directors

Companies (Appointment and Qualification of Directors) Rules 2014 hence declarationhas been obtained.

30. Managerial remuneration policy:

The provision relating to Managerial Remuneration as per Section 197 read with Rule 5of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 TheBoard has on the recommendation of the Nomination & Remuneration Committee framed aPolicy for Selection and Appointment of Directors Senior management and theirRemuneration. The Remuneration Policy is stated in the Corporate Governance Report.

31. Particulars Of Contracts Or Arrangements With Related Parties:

All Related Party Transactions that were entered into during the financial year endedon March 31 2019 were on an arm's length basis and in the ordinary course of businessunder Section 188(1) of the Act and the Listing Regulations as mentioned in the annexureto this report in form AOC-2. The Audit Committee has also given their omnibus approval inthe meeting dated 10th April 2018 for the Related Party Transactionupto anamount of INR 20000000 (Rupees Two Crores)

32. Corporate Governance:

The Company follows the highest standards of Corporate Governance best practices. Itadheres to and has implemented the requirements set out by SEBI's Corporate Governancenorms.

33. Human Resources:

The company has maintained a very cordial relationship with all the employees. Therewas no loss of production on account of any industrial unrest.

34. Vigil Mechanism/Whistle Blower Policy:

The Company is committed to the highest standards of ethical moral and legal businessconduct. Accordingly Vigil Mechanism/Whistle Blower Policy was formulated which providesa robust framework for dealing with genuine concerns & grievances. The Policy providesfor adequate safeguard against victimization of employees who avail the mechanism and alsoprovides direct access to the Chairperson of the Audit Committee. Specifically employeescan raise concerns regarding any discrimination harassment victimization any otherunfair practice being adopted against them or any instances of fraud by or against theCompany

35. Listing:

The company is listed on the SME stock exchange

36. Secretarial Standards

During the year under review the Company has complied with the provisions of theapplicable Secretarial Standards issued by Institute of Companies Secretaries of India.The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively

38. Fraud Reporting

There are no frauds reported by Auditors under sub-section (12) of section 143 otherthan those which are reportable to the Central Government hence there are no details inthis respect

39. Acknowledgement

The employees in M/s Dekson Castings Limited continue to work with greatdedication and commitment. The Board desires to place on record its appreciation to allthe employees of the company during the year under review.

The Board also acknowledges the support given by Banks Financial Institutions andGovernment Authorities.

Date: 01/06/2019
DIN: 00530296 DIN: 01247804