Ess Dee Aluminium Ltd.
|BSE: 532787||Sector: Metals & Mining|
|NSE: ESSDEE||ISIN Code: INE825H01017|
|BSE 00:00 | 20 Jan||Ess Dee Aluminium Ltd|
|NSE 05:30 | 01 Jan||Ess Dee Aluminium Ltd|
|BSE: 532787||Sector: Metals & Mining|
|NSE: ESSDEE||ISIN Code: INE825H01017|
|BSE 00:00 | 20 Jan||Ess Dee Aluminium Ltd|
|NSE 05:30 | 01 Jan||Ess Dee Aluminium Ltd|
Your Directors are pleased to present the Fourteenth Annual Report of the Companytogether with the Audited Statement of Accounts for the financial year ended March 312019.
1. FINANCIAL SUMMARY AND HIGHLIGHTS:
The financial highlights of the year are:
(Rs. in Lacs)
2. PERFORMANCE REVIEW:
Your Company has done negligible production activity during the financial year endedMarch 31 2019 owing to which there are no Income from Operations during the year underreview. Further the Overall Standalone Income has decreased to Rs. 53.15 lacs for thefinancial year ended March 31 2019 as compared to last years Standalone totalincome of Rs. 56.66. The Total Standalone Expenditure incurred during the financial yearended March 31 2019 decreased to Rs. 19371.97 as compared to Rs. 50159.13 in the lastfinancial year. The overall loss incurred by your Company in the current financial yearhas increased to Rs 77631.19 lacs as compared to the Loss of Rs. 50102.47 lacs in theprevious financial year due to reduction in the expenditure of the Company.
The Overall Consolidated Income for the year under review has also decreased to Rs.16.09 lacs as compared to last years total income of Rs. 68.67 lacs. Theconsolidated total Expenditure for the financial year ended March 31 2019 decreased toRs. 20634 lacs as compared to Rs. 56954.30 lacs in the last financial year. The overallconsolidated loss incurred by the Company in the current financial year increased to Rs.79536.64 lacs as compared to the Loss of Rs. 56885.63 lacs in the previous year.
During the year the company has made provisions for Impairment of Fixed AssetsProvision for diminution in value of investment Provision for doubtfuldebtors/Deposits/Advances to Suppliers and Provision for Balance written back forCreditors/Advance received from customers which is shown as exceptional items in theProfit & Loss Account.
3. SHARE CAPITAL:
During the year under review there was no change in the share capital of the Companyand the Company has not issued shares or convertible securities or shares withdifferential voting rights nor has granted any stock options or sweat equity or warrants.
Hence the Authorised and Paid Up Share capital of the Company as on March 31 2019 wasRs. 3714000000/- and Rs. 320478110/- respectively Company during the period underreview.
4. TRANSFER TO RESERVE:
During the year 2018-19 the Company has suffered losses and thus has not transferredany amount to reserves.
In view of losses incurred during the period under review the Company does notrecommend any dividend on the equity shares for the financial year ended March 31 2019.
6. PUBLIC DEPOSIT:
The Company has not accepted any deposits within the meaning of Section 73 of the Actread with the Companies (Acceptance of Deposits) Rules 2014.
7. SUBSIDIARY AND ASSOCIATES
Flex Art Foil Limited (FAFL)
Flex Art Foil Limited is the wholly owned Indian Subsidiary of the Company whichprovides facilities for printing of Aluminium blister and poly to pharmaceutical companiesfor their packaging solutions at various locations across the country. The policy onmaterial subsidiary is available in the companys website. www.essdee.in
Ess Dee Aluminium Pte. Limited
Ess Dee Aluminium Pte. Limited is a wholly owned subsidiary Company incorporated in theRepublic of Singapore on 15 December 2011 (hereinafter referred as Foreign Subsidiary).
Information regarding the subsidiaries Companies for the financial year 2018-19 isannexed as (Annexure-I).
8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Change in Directors during the Financial Year ended March 31 2019:-
During the year under review there was no appointment/resignation of Director or KeyManagerial Personnel (KMP) in the Company. However Mr. Madan Mohan Jain IndependentDirector of the Company has resigned from the Board with effect from June 13 2019.
All the Independent Directors of the Company have given requisite declarations thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013 and Regulations 16 & 25 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
Further the Board of the company provides that none of the directors of the Companyexceed the limit of directorship prescribed.
Disqualification of Directors under Section 164 (2):-
As per the provisions of Section 164(2) of the Companies Act 2013 any person who isor has been a director of the Company who has failed to file the financial statements orannual returns for any continuous period of three financial years or has failed to repaythe deposits accepted by it or pay interest thereon or to redeem any debentures on the duedate or pay interest due thereon or pay any dividend declared and such failure to pay orredeem continues for one year or more shall not be eligible to be re-appointed as adirector of that company or appointed in other company for a period of five years from thedate on which the said company fails to do so.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both underSection 149(6) of the Companies Act 2013 and SEBI Listing Regulations 2015.
All the Directors of your Company are disqualified under Section 164 (2) of theCompanies Act 2013 as the Company has defaulted in re-payment of Non-ConvertibleDebentures issued by the Company. As required by law this position is also reflected inthe Auditors Report.
Key Managerial Personnel:-
Pursuant to the provisions of Section 2(51) and 203 of the Companies Act 2013 Mr.Debdeep Bhattacharya (DIN.00464686) has been appointed as Key Managerial Personnel andWhole Time Director of the Company w.e.f May 30 2016. Apart from Mr. DebdeepBhattacharya the Company has not appointed any other Key Managerial Personnel on theBoard of the Company
Following are the Details of Directors on the Board of the Company during the financialyear ended March 31 2019
9. NUMBER OF BOARD MEETING
During the year under review 5 (Five) Board Meetings and 4 (Four) Audit Committeemeetings were held the details of which are given under Corporate Governance report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct and Listing Agreement.
10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board has on the recommendation of Nomination and Remuneration Committee framed apolicy for selection and appointment of Directors and senior management and theirremuneration. The requisite details as required by Section 134(3) (e) of the CompaniesAct 2013 Section 178 (3) and (4) and Regulation 27 of SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 are annexed as (Annexure-E) of thisReport.
11. VIGIL MECHANISM:
The Company has a Whistle Blower Policy to report genuine concerns or grievances &to provide adequate safeguards against victimization of persons who may use suchmechanism. The Whistle Blower Policy has been posted on the website of the Company atwww.essdee.in.
12. ANTI SEXUAL HARASSMENT POLICY
In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the workplace. All women employeespermanent temporary or contractual are covered under the above policy. The said policyhas been uploaded on the internal portal of the Company for information of all employees.An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. TheCompany has in place an Anti -Sexual harassment policy in line with the requirements ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 & the Rules made thereunder. Your Directors further state that during the yearunder review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
14. BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoards functioning composition of the Board and its Committees culture executionand performance of specific duties obligations and governance. The performance evaluationof the Directors was completed during the year under review. The performance evaluation ofthe Chairman and the Non-Independent Directors was carried out by the IndependentDirectors and Non-Executive Director. The Board of Directors expressed their satisfactionwith the evaluation process.
Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations theBoard has carried out an annual performance evaluation of its own performance theDirectors individually as well as the evaluation of its Audit and other committees.The Performance evaluation was carried out as under:
Committee of the Board
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
a) Independent Directors:- in accordance with the criteria suggested by theNomination and Remuneration Committee the performance of each Independent Director wasevaluated by the entire Board of Directors on various parameters like engagementleadership communication governance and interest of stakeholders. The Board was of theunanimous view that each Independent Director was a reputed professional and brought hisreach experience to the deliberation of the Board. The Board also appreciated thecontribution made by all the Independent Directors in guiding the management in achievinggrowth and concluded that continuance of each Independent Director in the Board will be inthe interest of the Company.
None of the Independent Directors have not entered into any transactions with promoteror promoter group which hold(s) 10% or more shareholding during the financial year underreview.
Mr. Gautam Mukherjee and Mr. Dilip Phatarphekar Independent Directors of the Companyare also Directors in M/s. Flex Art Foil Limited unlisted material subsidiary of ourCompany.
b) Non Independent Director:- The performance of each non-independent Director(including Chairman) was evaluated by the Independent Directors in their separate meeting.The various criteria considered for the purpose of evaluation included leadershipengagement transparency analysis decision making functional knowledge. The IndependentDirectors and Board were of the unanimous view that each of the non-independent directorswas providing good business and people leadership.
15. FAMILIARIZATION PROGRAMME
The Company has established a Familiarization Programme for Independent Directors.
As per Reg. 25(7) of SEBI (LODR) in which the Board briefed them about the followingpoints:
a) Nature of the industry in which the Company operates
b) Business model of the Company
c) Roles rights responsibilities of independent directors
d) Any other relevant information
16. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained your Directors make the following statements in terms of Section134(3)(c) of the Companies Act 2013:
a) In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
b) The Directors have 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 as at the end of the financial yearending on March 31 2019 and of the profit and loss of the Company for the year ended onthat date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have causes to prepare the annual accounts on a goingconcern basis;
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and are operating effectively.
17. COST AUDITORS
Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit)Rules 2014 as amended from time to time laid down the requirement for appointment of CostAuditor. By virtue of having negligible turnover during the preceding financial year andsince the Company is not meeting the threshold laid down under the Act theCompany has notappointed any Cost Auditor in the Company.
18. SECRETARIAL AUDIT REPORT
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. Amit R. Dadheech & Associates a firm of Company Secretaries inPractice (CP No. 8952) to undertake the Secretarial Audit of the Company for the year2018-19. The Secretarial Audit Report is annexed herewith as (Annexure-F).
Clarification in relation to the observation reported in Secretarial Audit Report isgiven below:
1. The Company is under severe financial stress have virtually negligible level ofproduction and operation being stalled at certain manufacturing units due to liquidityconstraints and shall take necessary steps for payment of all the statutory dues toregulatory authorities like Income Tax Service Tax Customs Provident Fund ESIC etc.
2. The Company has been looking for various options for its revival and shall ensure tomake the repayment of debts due to the secured as well as unsecured creditors of theCompany including the banks/financial institutions.
3. Due to irregularity/delay in payments to the depositories and intermediaries likeNDSL CDSL Registrar and Share Transfer Agent (R&T) certain reports have beenreleased by them after the prescribed due date for filing the returns which have causeddelay in filing of certain forms/disclosures to Registrar of Companies West Bengal andStock Exchanges where the securities of the Company are listed i.e. BSE and NSE.
4. The Company is not a position to appoint a whole-time key managerial personnel andprofessional on the Board of the Company such as Company Secretary and Chief FinancialOfficer looking at the present financial condition of the Company. Also due to default inrepayment of Loans / Debt and classification of Companys account as Non PerformingAsset (NPA) the Company is finding it difficult to identify and appoint a women directoron the Board of the Company. Due to this deadlock the Company has not been able to complywith the relevant provisions of SEBI (Listing and Disclosure Requirements) Regulations2015 and the Company is also not in the position to pay the huge penalties levied by theStock Exchanges for the same.
5. In order to reduce the overheads and overall managerial remuneration the Company isnot a position to appoint Key Managerial Personnel on the Board of the Company and shalltake necessary steps to appoint the same them after achieving financial stability.
6. Due to irregularity/delay in payments to the depositories and intermediaries likeNDSL CDSL Registrar and Share Transfer Agent (R&T) certain reports have beenreleased by them after the prescribed due date for filing the returns which have causeddelay in filing of certain forms/disclosures to Registrar of Companies West Bengal andStock Exchanges where the securities of the Company are listed i.e. BSE and NSE.
7. The Company is foreseeing to re-commence the production at all the manufacturingunits in the coming financial year.
8. The Company shall take necessary steps for meeting its CSR Obligation in the comingfinancial year after achieving financial stability.
9. The Company shall take necessary corrective steps to comply with the provisions ofSection 197 & 198 read with Schedule V of the Companies Act 2013
10. The Company is in the process of taking necessary steps for obtaining thepossession of the corporate office of the Company by making the necessary payment to theCreditor of the Company.
11. The Company shall take necessary steps to transfer the said amount to InvestorEducation and Provident Fund (IEPF) in the due course of time
19. REPORT ON CORPORATE GOVERNANCE:
A separate section on Corporate Governance forming part of the Directors Reportand the certificate from the Auditors of the Company confirming compliance of CorporateGovernance norms as stipulated under Regulation 27 of SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 (SEBI Listing Regulations) is included in theAnnual Report as (Annexure-C).
20. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
An Audit Committee of the Board of Directors of the Company has been constituted as perprovisions of the Companies Act 2013 and SEBI (LODR) 2015.
The Internal Audit Function is looked after internally by the finance and accountsdepartment and reviewed by the audit committee and the management at the regularintervals. The Internal Auditors Reports dealing with Internal Control Systems areconsidered by the Audit Committee and appropriate actions are taken whichever necessary.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
22. PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:
In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationand Disclosure Requirement (Regulations) 2015 the Company has formulated a Policy onRelated Party Transactions which is also available on Companys website atwww.essdee.in. The Policy intends to ensure that proper reporting approval and disclosureprocesses are in place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for the transactions which are of a foreseen and repetitive nature.
However there were no Related Party Transactions entered into by your Company duringthe year under review. Accordingly the disclosure of Related Party Transactions asrequired under Section 134(3) (h) of the Companies Act 2013 in Form AOC-2 is notapplicable and thus is not provided hereunder.
23. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company isset out in (Annexure-A) of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.
24. RISK MANAGEMENT:
Pursuant to the requirement of Regulation 27 of SEBI Listing Regulations the Companyhas a structured Risk Management Policy. The risk management process is designed tosafeguard the organisation from various risks through timely and adequate actions. It isdesigned to anticipate evaluate and mitigate risk in order to minimise its impact on thebusiness. The potential risks are inventoried and integrated with the management processsuch that they receive the necessary consideration during decision making. It is dealtwith in greater details in the Management Discussion and Analysis Section. As required byRegulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015the Company has framed the Risk Management Policy. The main objective of this policy is toensure sustainable business growth with stability and to promote proactive approach and toidentifying evaluating and resolving risks associated with the business. In order toachieve the key objective the policy establishes structured and disciplined approach torisk management in order to guide decisions on risk related issues. Under the currentchallenging and competitive environment the strategy for mitigating inherent risk inaccomplishing the growth plan of the Company is imperative. The common risk inter-alia areregulatory risk competition financial risk technology obsolescence human resourcesrisk political risks investments retention of talents expansion of facilities andproduct price risk. It is dealt with in greater details in the Management Discussion andAnalysis Section.
25. PARTICULARS OF EMPLOYEES AND REMUNERATION:-
The information required pursuant to Section 197 (12) read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofremuneration paid to the Directors/ employees of your Company are set out as (Annexure-D).
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:-
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is provided as (Annexure-H).Further we would like to inform that since there were no operations carried out by theCompany during the financial year under review there were no figures for energy and / ortechnology consumption or foreign exchange earnings and outgo to be reported.
27. EXTRACT OF ANNUAL RETURN
The annual report has been posted on the website of the Company at www.essdee.in.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "Listing Regulations") is provided in aseparate section and forms an integral part of this Report. (Annexure-B)
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there was Corporate Insolvency ResolutionProcess (CIRP) initiated against the Company on a petition filed by Cytech CoatingsPrivate Limited which was admitted vide an Order of the National Company Law Tribunal(NCLT) Kolkata dated June 18 2018 under the provisions of the Insolvency and BankruptcyCode 2016 ("Code / IBC"). The Honble NCLT on June 18 2018 appointed Mr.Rajendra K. Bhuta as Interim Resolution Professional (IRP) in terms of IBC who wassubsequently confirmed as Resolution Professional (RP) by Committee of Creditors (CoC)constituted under IBC. Mr. Rajendra K. Bhuta in his capacity as RP has taken control andcustody of the management and operations of the company with effect from June 18 2018.
However the Company took necessary steps and settled the matter with the other partyand as per the settlement; the disputed amount was deposited with the Registrar NCLTKolkata Bench.
In effect order(s) passed by the Adjudicating Authority appointing ResolutionProfessional declaring moratorium freezing of account and all other order (s)passed by the Adjudicating Authority pursuant to impugned order and action taken by theResolution Professional including the advertisement published in thenewspaper calling for applications all such orders and actions were declared illegal andare set aside. The application preferred by Respondent under Section 9 of theI&B Code was dismissed.
30. MATERIAL EVENTS AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THECOMPANY:
The following material event and commitment occurred during the financial year endedMarch 31 2019 and before the date of this report that have significant bearing on thefinancial position of the Company:
1. Most of the production facilities have faced challenges due to severe financialstress and liquidity constraint resulting in all the manufacturing units becomingvirtually non-operational during the period under review.
2. There were no operations carried out by the Company and thus no operational incomewas generated during the financial year under review.
3. Suspension of work at one of the manufacturing units of the Company situated atKamarhati Kolkata w.e.f. 01 July 2016.
4. The Company has defaulted in repayment of Non-Convertible Debentures obtained fromLife Insurance Corporation of India Limited which has resulted into disqualification ofDirectors of the Company.
5. Most of the senior leadership team which was directly responsible for theCompanys business affairs was responsible for overgrown debt burden and consequentfinancial stress and has left the company.
6. The Company has been looking for various options for its revival. A critical elementof the revival plan is settlement of the debt burden and infusion of fresh capital toprovide liquidity for re-starting the business. The Company is in discussions with alllenders for resolution of the problems including possible restructuring and one-timesettlement. The Company has also sought for and received support from Institutionalinvestors to help in the resolution plan.
7. The Company and the Prospective Investors (including the funds manager and/orfunds advised by SSG Capital Management and their associates) have continued to look forvarious options for revival and are in active discussions with existing as well asprospective lenders. Further SSG Capital Management has through its asset reconstructionentity in India taken over the loans given by one bank and is in advanced stage ofnegotiations for similar restructuring/settling loans of other banks and lenders. Thewholly owned subsidiary in Singapore Ess Dee Aluminium PTE Ltd is the fulcrum andcornerstone of the revival activity and will continue to play a key and pivotal role inthe revival process.
31. Fraud Reported by auditors other than those which are reportable to the CentralGovernment 143(12)
During the year under review the Company has not reported any fraud mentioned underSection 143(12) of the Act.
The Directors record their grateful thanks for the co-operation support and assistancereceived from the customers shareholders the Government other statutory bodies BanksSolicitors Distributors Suppliers and other business associates during these mostturbulent times.
The Directors also express their sincere appreciation to the employees at all levelsfor having risen to meet the several challenges encountered and look forward to theirvaluable support and commitment in the times ahead.
For and on Behalf of the Board of Directors
Whole Time Director
September 4 2019