DUTRON POLYMERS LIMITED
Your directors are delighted to present the report on yourcompany's business and operations for the year ended on 31st March 2019.
OPERATING RESULTS AND BUSINESS
The performance of the Company during the year 2018-19 is summarizedbelow:
| ||2018-19 ||2017-18 |
| ||( र in Lakh) ||( र in Lakh) |
|Profit before Depreciation & Taxation ||386.70 ||375.98 |
|Depreciation ||104.77 ||96.39 |
|Provision for Taxation ||72.26 ||98.06 |
|Exceptional Items || ||-- |
|Net Profit after Tax ||209.67 ||181.53 |
|Profit Available for Appropriation ||252.03 ||311.91 |
|Proposed Dividend ||84.00 ||84.00 |
|Transfer to General Reserve ||50.00 ||50.00 |
Your Company has been able to provide 9.61% growth in revenue comparedto the previous year. The Profit after Tax registered the increase of 15% during the yearunder consideration. Your directors expect a better performance in the next year.
Your directors recommend a dividend @ 14% on 6000000 equity shares ofर 10 each for the year ended 31st March 2019 which will be free of tax in the handsof shareholders.
All the assets of the Company including inventories building plant& machinery are adequately insured.
Under the provisions of the Companies Act 2013 Shri Alpesh B Pateland Smt Kapilaben H Patel Directors of the Company retire at the ensuing Annual GeneralMeeting of the Company and are eligible for reappointment. The Board recommends theirreappointment as Directors of the Company.
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to'Meetings of the Board of Directors' and 'General Meetings' respectively; have been dulyfollowed by the Company.
FORMAL EVALUATION STATEMENT
Formal evaluation statement u/s 134(3)(p) of the Companies Act 2013 isattached herewith to the report. The evaluation includes evaluation of board as a wholeindividual director and of every committee of the board. The evaluation framework forassessing the performance of Chairman Directors Board and Committees comprisesinter-alia of the following parameters:
a. Directors bring an independent judgment on the Board's discussionsutilizing his knowledge and experience especially on issues related to strategyoperational performance and risk management.
b. Directors contribute new ideas/insights on business issues raised byManagement.
c. Directors anticipate and facilitate deliberations on new issues thatManagement and the Board should consider.
d. The Board / Committee meetings are conducted in a manner whichfacilitates open discussions and robust debate on all key items of the agenda.
e. The Board receives adequate and timely information to enablediscussions/decision making during Board meetings.
f. The Board addresses the interests of all stakeholders of theCompany.
g. The Committee is delivering on the defined objectives.
h. The Committee has the right composition to deliver its objectives.
M/s. Manthan M. Shah and Associates (FRN: 145136W) CharteredAccountants Ahmedabad; the statutory Auditors of the Company has been appointed to holdoffice till the conclusion of 41st Annual General Meeting for a consecutive term of fiveyears in the Annual General Meeting held on 25th September 2017. They have confirmed thatthey are not disqualified from holding the office of the Statutory Auditor of the Company.
The observations made in the Auditors Report are self-explanatory andtherefore need not require any further comments by the Board of Directors.
SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act 2013 the Board hasappointed Ms Jolly Krutesh Patel Practising Company Secretary to conduct the SecretarialAudit for the year 2018-19. The Board attaches herewith the secretarial audit report inAnnexure - B to this report. There are no remarks or comments in the said report whichrequires clarifications by the Board.
ABSTRACTS OF ANNUAL RETURN
Pursuant to the requirement of 93(3) of the Companies Act 2013 theabstract of annual return is attached herewith in Annexure - C of the report in prescribedForm No. MGT - 9.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to requirement under section 134(3)(c) of the Companies Act2013 with respect to Directors' Responsibility Statement it is at this moment confirmedthat: a) in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures; b) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent to give a true and fair view ofthe state of affairs of the company at the end of the financial year and of the profit andloss of the company for that period; c) the directors had taken proper and sufficient carefor the maintenance of adequate accounting records with the provisions of this Act 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 concernbasis; e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
PARTICULARS OF EMPLOYEES
During the year there were no employees within the organisation whoreceived remuneration exceeding र 6000000 p.a. or if employed for part of the yeardrawing remuneration over र 500000 p.m. as prescribed.
RISK MANAGEMENT POLICY
The Risk management policy of the company has been discussed in detailin the Management Discussion & Analysis Report which forms part of this Directors'Report attached with the Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/ transactions entered by the Company duringthe financial year with related parties were in its ordinary course of business and on anarms' length basis.
During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material by thepolicy of the Company on materiality of related party transactions. The Policy onMateriality of Related Party Transactions and on dealing with Related Party Transactionsas approved by the Board may be accessed on the Company's website atwww.dutronindia.com/investors/.
There were no materially significant related party transactions whichcould have potential conflict with the interest of the Company at large.
Members may refer to Note No. 33 to the financial statements which setsout related party disclosures under Ind AS.
The Company has generally implemented the procedure and adoptedpractices in conformity with the Code of Corporate Governance as enunciated in Clause 49of the Listing Agreement with the Stock Exchanges. The Management Discussion &Analysis and Corporate Governance Report are made a part of the Annual Report. ACertificate from the Auditors regarding the compliance of the conditions of the CorporateGovernance is given in Annexure which is attached hereto and forms part of Directors'Report.
NUMBER OF BOARD MEETINGS
During the year the company had conducted a total 19 Board Meetings.Notice for them was given properly and a due quorum was present at above meetings. Thedates of the meetings are 12th April 2018; 20th April 2018; 5th May 2018; 9th May2018; 28th June 2018; 20th July 2018; 30th July 2018; 10th August 2018; 14th August2018; 25th August 2018; 1st September 2018; 11th September 2018; 22nd October 2018;1st November 2018; 14th November 2018; 24th January 2019; 2nd February 2019; 20thMarch 2019; and 27th March 2019.
NOMINATION AND REMUNERATION COMMITTEE
The Board has formed the nomination and remuneration committee asrequired under section 178(1) of the Companies Act 2013. The company has disclosedpolicies as required under 178(3) of the Companies Act in its Corporate Governance Reportforming part of Directors' Report.
The Board has constituted Audit Committee as required under section177(1) of the Companies Act 2013. The Composition of the same has been disclosed inCorporate Governance report forming part of Directors' Report. During the year the Boardhas agreed to all recommendations of the audit committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is a responsible corporate citizen of our country and isconcerned about its social responsibility. It is not mandated u/s 135 of the CompaniesAct 2013 to contribute its profit towards CSR. However the Company will contributevoluntarily when it has substantial profit and finds a good cause to help.
Your Company has an elaborate Group Risk Management Framework which isdesigned to enable risks to be identified assessed and mitigated appropriately. The RiskManagement Committee of the Company has been entrusted with the responsibility to assistthe Board in (a) Overseeing and approving the Company's enterprise-wide risk managementframework; and (b) Overseeing that all the risks that the organisation faces such asStrategic and Commercial Safety and Operations Compliance and Control and Financialrisks have been identified and assessed and there is an adequate risk managementinfrastructure in place capable of addressing those risks.
More details on Risk Management indicating development andimplementation of Risk Management policy including identification of elements of risk andtheir mitigation are covered in Management Discussion and Analysis section which formspart of this Report.
INTERNAL FINANCIAL CONTROL
Internal Financial Controls are an integrated part of the riskmanagement process addressing financial and financial reporting risks. The internalfinancial controls have been documented digitised and embedded in the business processes.An assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews self-assessment continuous monitoring by functional experts as wellas testing of the internal financial control systems by the internal auditors during theiraudits. We believe that these systems provide reasonable assurance that our internalfinancial controls are designed effectively and are operating as intended.
The Company has established a robust Vigil Mechanism and aWhistle-blower policy by provisions of the Act and Listing Regulations. The VigilMechanism is supervised by an 'Ethics & Compliance Task Force' comprising a member ofthe Board as the Chairperson and senior executives as members.
Protected disclosures can be made by a Whistle-blower through ane-mail or telephone or a letter to the Task Force or the Chairman of the Audit Committee.The Vigil Mechanism and Whistle-blower policy is put on the Company's website and can beaccessed at www.dutronindia.com/investors/.
Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these items during theyear under review:
Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividendvoting or otherwise.
Issue of shares (including sweat equity shares) to employees ofthe Company under any scheme save and except Employees' Stock Options Plan referred to inthis Report.
The Company does not have any scheme of provision of money forthe purchase of its shares by employees or by trustees for the benefit of employees.
Neither the Managing Director nor the Whole-time Directors ofthe Company receive any remuneration or commission from any of its subsidiaries.
No significant or material orders were passed by the Regulatorsor Courts or Tribunals which impact the going concern status and Company's operations infuture.
The Auditors have reported no fraud to the Audit Committee orthe Board.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars relating to the above has been given to the Annexure -A to Directors' Report.
Your Directors would like to acknowledge the continued support andco-operation from its all stakeholders who have helped the Company to sustain its growthduring the year. The Directors express their deep sense of appreciation to all theemployees for their commitment and initiative for the Company's growth. Finally theDirectors wish to express their gratitude to the Members for their trust and support.
| ||BY ORDER OF THE BOARD OF DIRECTORS |
|Place : Ahmedabad ||S. B. PATEL |
|Date : 8th May 2019 ||Chairman |
ANNEXURE - A TO DIRECTORS' REPORT
Disclosure as per the Companies (Disclosure of Particulars in theReport of the Board of Directors) Rules 1988.
A. CONSERVATION OF ENERGY (FORM A)
Energy conservation measures carried out during the year are : Nil
Form for disclosure of Particulars with respect to consumption ofenergy
B. TECHNOLOGY ABSORPTION (FORM B)
Details are provided in Form B annexed hereto
Form for disclosure of particulars with respect to absorption oftechnology research & development.
|(a) Research and Development (R & D) || |
|1. Specific areas in which R & D carried out by the Company ||Nil |
|2. Benefits derived as a result of the above R & D ||Not Applicable |
|3. Plan of action ||Nil |
|4. Expenditure on R & D || |
|(a) Capital ||Nil |
|(b) Recurring ||Nil |
|(c) Total ||Nil |
|(d) Total R & D expenditure as a percentage of total turnover ||Not Applicable |
|b) Technology Absorption Adaptation and Innovation || |
|1. Efforts in brief made towards technology absorption ||(i) Installation of new generation Die- Heads for production of uPVC submersible column pipes |
| ||(ii) CNC threading machine for threading of uPVC submersible column pipes and couplers |
|2. Benefits derived as a result of the above efforts ||(i) Improvement in quality (Tensile Strength) of uPVC submersible pipes |
| ||(ii) Enhanced product quality and accuracy of threads of uPVC submersible pipes |
|3. Information regarding technology imported || |
|(a) Technology imported ||HDPE Pipe Manufacturing Sales and Application |
|(b) Year of Import ||1993-94 |
|(c) Has technology been fully absorbed ||Yes |
|C. FOREIGN EXCHANGE EARNINGS AND OUTGO ||2018-19 (र) ||2017-18 (र) |
|Total foreign exchange outgo ||221566380 ||126908311 |
|Total foreign exchange earnings || || |
|Total foreign exchange outgo (Capital Goods) || || |