1. Your Directors presents the Fifty Seventh Annual Report to the shareholders togetherwith the audited statement of accounts for the year ended March 31 2018. The operatingresults as disclosed in the audited accounts are summarised below:
| || ||(Rs. in Lacs) |
|Particulars ||2017-18 ||2016-17 |
|Total Revenue ||4097.16 ||3518.84 |
|Total Expenses ||(4089.13) ||(3879.95) |
|Profit/(Loss) before Tax ||8.03 ||(361.11) |
|Profit/(Loss) from continuing operations before Tax ||8.03 ||(361.11) |
|Tax Expenses (Current Tax) || ||(0.18) |
|Profit/(Loss) from continuing operations after Tax ||8.03 ||(360.93) |
|Profit/(Loss) from discontinuing operations before Tax ||4.41 ||(227.87) |
|Tax Expenses (Current Tax) || ||0 |
|Profit/(Loss) from discontinuing operations after Tax ||4.41 ||(227.87) |
|Profit/(loss) for the year ||12.44 ||(588.80) |
Your Directors do not consider it prudent to recommend any dividend this year due toinsufficient profit.
Your company has registered a total revenue of f 4097.16 Lac with a profit/ (loss) forthe year Rs. 12.44 Lacs. The Company has registered a growth oRs. 16% (f 579 Lacs) incomparison to the total revenue of FY 2016-17. Your Directors undertook variousrestructuring and cost reduction initiatives. With majority of the restructuringinitiatives completed your company is now on a stronger platform to leverage marketopportunities in engineering item for growth and performance in the coming years. This hasresulted in the Company posting positive result during the year.
The focus during the year was on streamlining the working capital of the Company whichhas yielded positive results.
The demand in the market continues to be stable and the Company is hopeful of encasingthe growth opportunities available in the coming years.
Your Company has registered a growth oRs. 16% (f 579 Lacs) in comparison to the totalrevenue from 2016-17. This was achieved in spite of initiative to correct the workingcapital cycle and cost reduction initiatives.
Your Company's Product basket has been expanded during the year the year under review.Rotary actuator product portfolio enables the Company to service about 70% of theindustrial applications for pneumatic valve automation.
5. Research and Development
Research & Development is fundamental to the Company's efforts to maintain thetechnical and quality edge. New products are continuously being developed to meetcustomers varied requirements. Research in the areas of reducing utilities cost andprocess parameters improvement is also being done.
6. Pollution Control
Your Company's Plant has all the requisite Pollution Control Equipments and meets allthe desired and statutory norms in this regard.
7. Statement in respect of adequacy of internal financial controls with reference tothe Financial Statements:
The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The Scope and authority of the Internal Audit (IA) is as perthe works assigned to them by the management. To maintain its objectivity andindependence Internal Audit function reports to the chairman of the Audit Committee ofthe Board. M/s Pipalia Singhal & Associates are the Internal Auditor of the Company.
The Internal Audit monitors and evaluates the efficacy and adequacy of internal controlsystem in the Company its compliance with operating systems accounting proceduresprocurement sales Stores and Statutory Compliances. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.
8. Particulars of loans/advances/investments outstanding during the financial year.
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
The details of the investments made and loan taken by company is given in the notes tothe financial statements.
9. Public Deposits
The Company has not accepted any fixed deposits from the public or shareholders fallingwithin the ambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance ofDeposits) Rules 2014.
10. Statutory Auditors
At the AGM held on August 3rd 2017 the Members approved the appointment ofM/s Singhi & Co. Chartered Accountants Mumbai as a Statutory Auditor for a period ofthree consecutive years for a term up to the conclusion of 59th Annual GeneralMeeting in the calendar year 2020.
11. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Shaswati Vaishnav & Associates Company Secretary in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as Form No. MR-3. There are no qualifications reservation or adverse remark ordisclaimer made by the auditor in the report save and except disclaimer made by them indischarge for their professional obligation.
12. Auditor's Report
The Observation made in the Auditors Report read together with the relevant notesthereon are self explanatory and hence does not call for any comments under.
13. Extract of the Annual Return
The details forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith as "Annexure to Board's Report".
14. No. of Meetings of the Board
There were four Board Meetings held in FY 2017-18 on May 17 2017; August 4 2017;November 9 2017 and January 31 2018.
15. Particular of Employees and Key Managerial Personnel (KMP)
The following three persons were formally appointed as Key Managerial Personnel of theCompany as per the provisions of Sec 203 of the Companies Act 2013. a) Mr. Akshat GoenkaManaging Director b) Mr. K Raghuraman Chief Financial Officer (w.e.f 31.01.2018) c) Mr.Rajib Kumar Gope Company Secretary The information required pursuant to Section 134(3)(q)and 197 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Remuneration and other details of Key Managerial Personnel andother Employees for the year ended March 2018 are given in extract of the Annual Return.Mr. K Raghuraman was appointed as Chief Financial Officer (CFO) on 31.01.2018 in place ofMr. Chandesh Taunk who resigned on 10th January 2018.
Mr. Akshat Goenka is the Managing Director of the Company. The remuneration detail ofMr. Akshat Goenka is disclosed in Corporate Governance Report. Mr. Akshat Goenka is alsoJt. Managing Director in Oriental Carbon Chemicals Limited Holding Company. In additionto the Rs. 12000 p.a. remuneration received by him from the Company he received aremuneration of Rs. 17214238/- p.a. from Oriental Carbon & Chemicals Limited. Thedetails Remuneration drawn by Mr. Akshat Goenka from Orental Carbon & ChemicalsLimited:
| || || || || ||(Amt. in Rs.) |
|Name ||Salary ||Performance Bonus ||Contribution to PF & SAF ||Perq. and other allowances ||Total |
|Mr. Akshat Goenka ||5700000/- ||4275000/- ||1539000/- ||5700238/- ||17214238/- |
In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Mr Arvind Goenka (holding DIN00135653) is liable to retire by rotation and being eligible for re-appointment offerhimself for re-appointment. Your Directors propose his re-appointment as set out in thenotice.
Pursuant to Regulation 17 (1A) of the SEBI Listing Obligation & DisclosureRequirements) (Amendment) Regulations 2018 notified on 9th May 2018 (to be effective from01.04.2019) No Listed entity shall appoint a person or continue the directorship of anyperson as a non-executive director who has attained the age of seventy five years unless aspecial resolution is passed to that effect passed by the Members of the Company. YourDirectors propose re-appointment of Mr. J P Goenka (DIN 00136782) as set out in thenotice.
17. Statement on Declaration given by Independent Directors
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.
18. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Regulation 25(3) & (4) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theIndependent Directors in their meeting held on January 31 2018 have evaluated thePerformance of Non-Independent Directors Chairperson of the Company after considering theviews of the Executive and Non-Executive Directors Board as a whole and assessed thequality quantity and timeliness of flow of information between the Company's Managementand the Board. The Nomination and Remuneration Committee has also carried out evaluationof performance of every Director of the Company. On the basis of evaluation made by theIndependent Directors and the Nomination and Remuneration Committee and by way ofindividual and collective feedback from the Non-Independent Directors the Board hascarried out the Annual Performance Evaluation of the Directors individually as well asevaluation of the working of the Board as a whole and Committees of the Board.
The Independent Directors are regularly updated on industry & market trends plantprocess and operational performance of the Company etc through presentations in thisregard and periodic plant visits. They are also periodically kept aware of the latestdevelopments in the Corporate Governance their duties as directors and relevant laws.
19. Remuneration Policy
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy to ensure that Company's Directors Key Managerial Personnel and othersenior management employees are sufficiently incentivised for enhanced performance.Remuneration should be reasonable and sufficient to attract and retain employees. TheRemuneration Policy of the Company is also available on the website of the Company whichis www.duncanengg.com.
The Company holds Meetings as per the Listing Agreement signed with the Stock Exchangeand as per the Companies Act 2013. During the year four Board Meetings and four AuditCommittee meetings were convened and held. The details of which are given in the CorporateGovernance Report the intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and SEBI (Listing Obligations DisclosureRequirements) Regulations 2015.
21. Corporate Governance
As per Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (clause 49 of the erstwhile Listing Agreement) a section on CorporateGovernance and Management Discussion and Analysis is annexed to this report.
A certificate from M/s Vaishnav Associates Pune confirming compliance of CorporateGovernance is also annexed.
22. Conservation of Energy Technology Absorption Exports and Foreign ExchangeEarnings and Outgo.
A statement giving details of conservation of energy technology absorption exportsand foreign exchange earnings and outgo pursuant to Section 134(3) (m) read with Companies(Accounts) Rules 2014 is annexed to this Report.
23. Risk Management Policy
The Board of Directors of the Company look into the element of risk associated with theCompany. At present the company has not identified any element of risk which may threatenthe existence of the Company.
24. Related Party Transactions
All related party transactions that were entered into during the financial year were onarms' length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of Company at large. All related party transactions are placed before theAudit Committee. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of foreseen and repetitive nature. The approved Policy on RelatedParty transactions is also available on the website of the company www.duncanengg.comunder investor dropdown.
Your Company does not have any subsidiary / subsidiaries within the meaning of theCompanies Act 2013.
26. Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any. A vigil (Whistle Blower) mechanism provides a channel tothe employees and Directors to report to the Management concerns about unethicalbehavior actual or suspected fraud or violation of the Codes of Conduct or Policy. Themechanism provides for adequate safeguards against victimization of employees andDirectors to avail of the mechanism and also provide for direct access to the ManagingDirector / Chairman of the Audit Committee in exceptional cases. The details of theWhistle Blower Policy is explained in the Corporate Governance Report as well and alsoposted on the Company's website i.e. www.duncanengg.com.
27. Director's Responsibility Statement
To the best of your Director's knowledge and belief and according to the informationand explanations obtained your Directors make the following statements in terms of section134 (3) (c) of the Companies Act 2013:
i) that in the preparation of the annual financial statements for the year ended March31 2018 the applicable Accounting Standards(Ind AS) have been followed along with properexplanation relating to material departures if any;
ii) the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and theprofit and loss of the Company for that period.
iii) that proper and sufficient care has been taken 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 the detecting fraud and otherirregularities;
iv) that the annual financial statements have been prepared on a going concern basis;
v) that proper financial controls were in place and that the financial controls wereadequate and were operating effectively.
vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
28. Disclosures: a) Materially Significant Related Party Transactions:
All related party transactions form part to the notes to the Balance Sheet. Savingthose there were no materially significant related party transactions with Company'spromoters directors or its management their relatives etc. that had a potentialconflict with the interest of the Company.
b) Accounting Treatment:
The Accounts for the year have been prepared as per Indian Accounting Standards (IndAS) and all the current year and previous year figures have been re stated accordingly. Notreatment different from that prescribed in Accounting Standards (Ind AS) has beenfollowed by the Company.
c) Statutory Compliance Strictures and Penalties:
The Company has complied with rules and regulations prescribed by the Stock ExchangeSecurities Exchange Board of India and any other statutory authority relating to capitalmarket.
No penalties and/or strictures have been imposed on the Company by Stock Exchange orSEBI or any statutory authority during the last three years.
d) Disclosure with respect to Demat/Unclaimed Suspense Account:
There were no shares lying in the Demat Suspence account.
e) Sexual Harassment at workplace
The Company has in place an Anti Sexual Harassment Policy line with the requirements ofThe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. An internal Committee has been set up to redress complaints received regardingsexual harassment. No complaint received during the year under review.
29. Audit Committee:
The Audit Committee comprises Non-executive Director and Independent Directors namelyMr. O P Dubey
(Chairman) Mr. B B Tandon (Member) Mr. Nitin Kaul (Member) and Mrs. Arti Kant(Member). All the recommendations made by the Audit Committee accepted by the Board. ChiefFinancial Officer and Auditors are permanent invitees to the committee meetings. Thedetail of terms of reference of Audit Committee number and dates of meetings heldattendance of the directors and remunerations paid to them are given separately in theattached Corporate Governance Report.
30. The Stakeholder's Relationship Committee:
The Company has a Stakeholder's Relationship Committee for reviewingshareholder/investors complaints. The present members of this committee are Mr. J P Goenka(Chairman) Mr. O P Dubey (Member) and Mrs. Arti Kant (Member). The details reference ofthe committee has been given in the Corporate Governance Report.
31. Nomination and Remuneration Committee
The Nomination and Remuneration Committee has Mr. O P Dubey as Chairman Mr. B BTandon Mr. Arvind Goenka and Mr. Nitin Kaul as Members. The Company has a policy onDirectors appointment & remuneration which is posted on the website of the Company.The details terms of reference of this committee has been given in the CorporateGovernance Report.
Your Directors would like to thank to the Bankers Central and State Government StockExchange other Regulatory Agencies Investors Shareholder and Employees of the Companyand wish to acknowledge and place on record their sincere appreciation for the continuousexcellent support given by them to the Company and their confidence in its management.
| ||On behalf of the Board of Directors || |
| ||Akshat Goenka ||Arvind Goenka |
|Place: Pune ||Managing Director ||Director |
|Date: May 25 2018 ||DIN : 07131982 ||DIN : 00135653 |