Fiberweb (India) Ltd.
|BSE: 507910||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE296C01020|
|BSE 00:00 | 18 Oct||13.90||
|NSE 05:30 | 01 Jan||Fiberweb (India) Ltd|
|Mkt Cap.(Rs cr)||40|
|Mkt Cap.(Rs cr)||40.02|
Fiberweb (India) Ltd. (FIBERWEBINDIA) - Director Report
Company director report
Your Directors have pleasure in presenting the 33rd Annual Report and Audited FinancialStatements of the Company for the year ended 31st March 2018. The summarized financialresults are given below:
SUMMARISED FINANCIAL RESULTS:
(Rs. In Lakhs)
During the year under review your Company has recorded tremendous progress. Theearlier constraints are overcome by teamwork and all efforts of our executive andworkforce resulting in encouraging results. Last year your Company has installed MeltBlown Machine and started commercial production from January 2018 which is reflected insales of the last quarter for F. Y 2017-18. Sales and other receipts of our Companyincreased from Rs. 10435.88 lakhs (Standalone in previous year) to Rs. 20606.83 lakhs(Standalone - Current year) and Rs. 28616.89 lakhs (Consolidated - Current year) from Rs.13037.74 lakhs in previous year. Theres an year to year increase of 97% instandalone Turnover and 119% increase in Consolidated Turnover. That shows your companyhad achieved double turnover in current year as compare to last year - both Standaloneand Consolidated.
Gross Profit also increased from Rs. 2809.82 lakhs (Standalone in previous year) toRs. 4394.97 lakhs (Standalone in current year) an increase of 56% approximately.Consolidated Gross Profit also increased from Rs. 1993.15 lakhs in previous year to Rs.5380.95 lakhs an increase of 170% approximately.
So also Net Profit of the Company increased from Rs. 1424.78 lakhs to Rs. 2663.94lakhs (Standalone) an increase of 87% approx. and group (Consolidated) net profit ofprevious year Rs. 1723.74 lakhs increased by 111% approx. to Rs. 3630.91 lakhs incurrent year.
The Earning Per Share of Rs. 10/- each (Basic as well as diluted) improved to Rs. 9.25(Standalone) after issue of 1:1 Bonus shares on 20.01.2018 from Rs.11.21 in previousyear.And the Consolidated Earning Per Share also improved from Rs. 13.68 per share inprevious year to Rs. 12.61 per share in current year (after issue of Bonus shares inproportion of 1:1 as on 20.01.2018).The Company has very healthy order book position. Thefuture outlook for your Company is very bright and promising.
During the year under review the Board of Directors declared and paid InterimDividends of Rs. 0.50 per equity share on 14395855 equity shares aggregating to Rs.7198000/-.
In view of expansion of capacity and diversification planned by the Company it isessential to preserve resources as such no provision for final dividend is made
TRANFSER TO RESERVES:
For the year ended March 312018 your Directors do not propose to transfer any amountto the General Reserve and amount of Rs. 4991.61 Lakh is proposed to be retained assurplus in the statement of Profit and Loss account under the heading Reserves andSurplus.
EXPANSION AND MODERNISATION
The Company proposes to expand its manufacturing facilities which is presently at NaniDaman which requires huge funds. The Company invested in wholly owned subsidiary Sheth NonWoven Trading FZE. The details of the expansion programme is available at Companyswebsite:www.fiberwebindia.com.
INVESTMENT IN SUBSIDIARY:
During previous year Sheth Non Woven Trading FZE a wholly owned subsidiary of yourCompany has done good progress and given better performance.
During the year under review there have been no companies which have become or haveceased to be the subsidiaries or associate companies of your Company except detailsprovided in Annexure I. Further Neither the Managing Director nor the Whole-time Directorsof your Company receives any remuneration or commission from any of its subsidiaries.
A Statement containing salient features of the Financial Statement of its SubsidiaryCompany pursuant to first proviso to sub-section (3) of section 129 of the Companies Act2013 read with rule 5 of Companies (Accounts) Rules 2014 is provided as Annexure I tothis report in form AOC - 1.
INCREASE IN AUTHORISED CAPITAL AND ALTERATION TO MEMORANDUM AND ARTICLES OFASSOCIATION:
During the year the authorised share capital of the Company has been increased by Rs.20 Crores. Members approval for the same has been obtained through Postal Ballot and theresult for the same has been declared on 26th February 2018 and accordingly Memorandum& Articles of Association also altered. Hence the Authorized Share Capital of theCompany increased from existing Rs.300000000/- (Rupees Thirty Crores Only) divided into30000000 (Three Crores) Equity Shares of Rs.10/- each to Rs.500000000/- (RupeesFifty Crores Only) divided into 50000000 (Five Crores Only) Equity Shares of Rs.10/-each by way of creation of additional Rs.20000000 (Two Crores Only) Equity Shares of
Rs.10/- each aggregating to Rs.200000000/- (Rupees Twenty Crores Only) ranking paripassu in all respect with the existing Equity shares of the Company.
ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES ON PREFERENTIAL BASIS TO NON-PROMOTERAND PROMOTER:
During the year the consent and approval of the members of the Company have beenaccorded to Board to offer issue allot and deliver 2235000 (Twenty two Lakhs ThirtyFive Thousand) Equity Shares of face value of Rs. 10/- each at a price of Rs. 179/- perequity aggregating to Rs. 400065000/- (Rupees Forty Crores Sixty Five Thousand only)including premium of Rs. 169/- (Rupees One Hundred Sixty Nine Only) per share aggregatingto Rs.377715000/- (Rupees Thirty Seven Crore Seventy Seven Lakh Fifteen Thousand only)to the New Horizon Opportunities Master Fund Registered Portfolio investor under theSecurities and Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 asper SEBI (ICDR) Regulations 2009. Members approval for the same has been obtained throughPostal Ballot result declared on 24thFebruary 2018 but the same has not been worked asthe Fund not received and on June 2018 New Horizon Opportunities Master Fund has informedthat they will not make investment which has been informed to Bombay Stock Exchange.Further the consent and approval of the Company accorded to Board to offer issue allotand deliver in one or more tranches upto 360000 (Three Lakhs Sixty Thousand) convertiblewarrants of face value of Rs. 10/- each at a price of Rs. 331/- per warrant aggregating toRs. 119160000/- (Rupees Eleven Crores Ninety One Lakh Sixty Thousand only) to Promoterbeing the price which is in accordance with the guidelines for Preferential Issuecontained in Chapter VII of the SEBI (Issue of Capital and Disclosure Requirement)Regulations 2009 (SEBI ICDR Regulations") on a Preferential basis. The approval forthe same have been obtained from members in the Extra Ordinary General Meeting held on 8thJanuary 2018. However in view of non-receipt of funds from New Horizon OpportunitiesMaster Fund as above and subsequent events this was not pursued by the Company.
ISSUE OF BONUS SHARES AND RECLASSIFICATION OF PROMOTERS:
During the year the Company issued Bonus shares in the ratio of 1: 1 to thoseshareholders whose names registered in the Register of Members as on Record date of 18thJanuary 2018 as fully paid Bonus shares through capitalization of Securities PremiumAccount. Further promoters Sulochanadevi Agarwal Abhishek Agarwal Mitesh AgarwalManisha Gupta Pragna Patel and Anil Agarwal have been reclassified from Promoter Categoryto Public category. The approval for above items have been obtained from members in theExtra Ordinary General Meeting held on 8th January 2018.
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to the provisions of Section 129 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 and applicable Accounting Standards the Company hasprepared a Consolidated Financial Statement of the Company its Subsidiary Company in thesame form and manner as that of the Company which shall be laid before the ensuing AnnualGeneral Meeting of the Company along with the laying of the Companys StandaloneFinancial Statement.
The Annual Report of the Company inter alia contains the Audited Financial Statement ofthe Company and Consolidated Audited Financial Statement of the Company and its whollyowned subsidiary Company Sheth Non Woven Trading FZE.
Pursuant to the provisions of Section 136(1) of the Companies Act 2013 the AuditedFinancial
Statements of the Company Consolidated Financial Statements along with relevantdocuments required to be attached there to and separate Audited Financial Statements inrespect of its Subsidiary Company are also placed on the Companys website:
The Audited Financial Statements of the Subsidiary Company and the related detailedinformation will be made available to any member of the Company / its Subsidiary Companywho may be interested in obtaining the same. The Audited Financial Statements of yourCompany and of its Subsidiary Company would be kept for inspection by any Member at theRegistered Office of your Company.
HEALTH SAFETY AND ENVIRONMENT
Top priority continues to be given to environmental protection for all the units of theCompany by keeping emission levels to the minimum possible. Adequate Insurance cover hasbeen taken for properties of the Company including Buildings Plant & MachineriesStocks and other assets.
All Plant sites of the Company are environment regulations compliant.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits which are not in compliance with the Chapter V of the Act is notapplicable.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 are set out as follows.
The Company constantly takes effective steps to attain energy conservation.
The Company does not employ any foreign technology which needs absorption oradaptation.
Relevant figures of foreign exchange earnings and outgo are given in notes to accountsparagraph annexed to the financial statements.
SEGMENT REPORTING UNDER ACCOUNTING STANDARDS 17:
Your Company's main business is "Polymer Processing" and all other activitiesof the company revolve around this main business. As such there are no separate reportablesegments within the Company and hence the segment wise reporting as defined in Ind AS 108- Operating Segments (Accounting Standards 17) is not applicable to the Company.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review companies listed in Annexure I to this Report have becomeor ceased to be Companys subsidiaries joint ventures or associate companies.
A statement containing the salient features of the financial statement of subsidiary /associate / joint venture companies is provided as Annexure I to this report and thereforenot repeated to avoid duplication.
The audited financial statement including the consolidated financial statement of theCompany and all other documents required to be attached thereto may be accessed on theCompanys website at the www.fiberwebindia.com.The financial statements of each of the subsidiaries may also be accessed on theCompanys website at the link: www.fiberwebindia.com.These documents will also be available for inspection on all working days that is exceptSaturdays Sundays and Public Holidays at the Registered Office of the Company.
The Company has formulated a policy for determining material subsidiaries. The Policymay be accessed at the link: www.fiberwebindia.com.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of your Company during the Financial Yearended 31st March 2018.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year of the Company i.e. 31st March 2018 andthe date of this Directors Report
i.e. 9thAugust 2018 except as mentioned above.
Your Company has always been conducting its business with due compliance of lawsrules regulations and with sound internal control systems and procedures. As per ClauseC of Schedule V on Annual Report pursuant to Regulations 34(3) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has complied with all the provisions of CorporateGovernance.
The Company has obtained a Certificate from the Auditors of the Company regardingcompliance of conditions of Corporate Governance as stipulated in the SEBI (LODR)Regulations 2015.This is annexed to the Directors Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
(Including criteria for determining qualification positive attributes independence ofa Director policy relating to remuneration for Directors Key Managerial Personnel andother employees)
Policy on Directors Appointment
Policy on Directors appointment is to follow the criteria as laid down under theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015. Emphasis is given to persons from diversefields or professions.
Policy on Remuneration
Guiding Policy on remuneration of Directors Key Managerial Personnel and employees ofthe Company is that -
Remuneration to unionized workmen is based on the periodical settlement with theworkmen union.
Remuneration to Key Managerial Personnel Senior Executives Managers Staff andWorkmen (non
Unionised) is industry driven in which it is operating taking into account theperformance leverage and factors such as to attract and retain quality talent.
For Directors it is based on the shareholders resolutions provisions of theCompanies Act 2013 and Rules framed therein circulars and guidelines issued by CentralGovernment and other authorities from time to time.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The results of the evaluationare satisfactory and adequate and meet the requirement of the Company.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in Section 149(6) of the Act and the same has been taken on recordby the Board of Directors of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Bhavesh P. Sheth and Ms. Soniya P. Sheth Directors of the Company retire byrotation at the ensuing Annual General Meeting and being eligible offer themselves forreappointment. Your Directors recommend that re-election of Mr. Bhavesh P. Sheth and Ms.Soniya P. Sheth will be in the interest of the Company.
Mr. Pravin V. Sheth on completion of his terms of appointment ceased to be ManagingDirector of the Company but he will continue as a Director of the Company. Mr. Pravin V.Sheth Managing Director liable to retirement by rotation whose term expired on 30thSeptember 2018 did not offer himself for reappointment and accordingly he was notre-appointed as a Managing Director of the Company. However he will continue as aChairman Emeritus.
Ms. Sunita Agarwal Company Secretary of the Company resigned on 15th May 2017 due toher preoccupation and in her place Ms. Nital Chirag Gandhi has been appointed as CompanySecretary w.e.f 15/05/2017 upto 14/10/2017. During the year Company has appointed Ms.Rakhi Patwa as Company Secretary w.e.f 08/01/2018 and resigned on 27/02/2018 due to herpreoccupation and in her place Ms. Sonal Sharma has been appointed as Company Secretaryw.e.f 07/03/2018.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 134(3) (c) of the Companies Act 2013 and onthe basis of explanation and compliance certificate given by the executives of theCompany and subject to disclosures in the Annual Accounts and also on the basis ofdiscussions with the Statutory Auditors of the Company from time to time we state asunder:
That in the preparation of the accounts for the financial period ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures ;
That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of
the state of affairs of the Company at the end of the financial period and of theprofit or loss of the Company for the period under review;
That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with provisions of the Companies Act 2013forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
That the Directors have prepared the annual accounts for the financial periodended 31st March 2018 on a 'going concern' basis.
The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
The Directors have devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
NUMBER OF MEETINGS OF THE BOARD:
Thirteen meetings of the Board of Directors were held during the year. For furtherdetails please refer report on Corporate Governance in the Annual Report.
DETAILS OF COMMITTEE OF DIRECTORS:
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/ Grievance Committee of Directors Number ofmeetings held of each Committee during the financial year 2017-18 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report forming part of the report.
All the recommendations made by the Audit Committee were accepted by the Board.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors and General Meetingsrespectively have been duly followed by the Company.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:
There is no transaction with Related Party which requires disclosure under Section134(3) (h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014.
There were no Material Related party transaction(s) made with the Companyspromoters Directors Key Managerial Personnel or their relatives as specified underRegulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
All Related Party Transactions are placed before the Audit Committee for their priorapproval. The Policy on Related Party Transactions as approved by the Board is uploaded onthe Companys website: www. fiberwebindia.com.
Since all the transaction with Related Parties entered during the Financial Year2017-18 by the Company were in its ordinary course of business and on arms lengthbasis FORM AOC- 2 is not applicable to the Company. However the same are provided in thefinancial statement forming part of this annual report.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED:
Particulars of Loans given investments made guarantees given and securities providedif any alongwith the purpose for which the loan or guarantee or security is proposed tobe utilized by the recipient are provided in the standalone financial statement formingpart of this annual report.
INTERNAL FINANCIAL CONTROLS
The Company is having in place Internal Financial Controls System. The InternalFinancial Controls with reference to the financial statements were adequate and operatingeffectively.
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the board in (a) Overseeing and approvingthe Companys risk management framework; and (b) Overseeing that all the risks thatthe organization faces such as strategic financial credit market liquidity securityproperty IT legal regulatory reputational and other risks have been identified andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks. A Group Risk Management Policy was reviewed and approved by theCommittee.
The Company manages monitors and reports on the principle risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Companys managementsystems organisational structures processes standards code of conduct and behaviorsthat governs how the Group conducts the business of the Company and manages associatedrisks.
ISSUE OF CONVERTIBLE EQUITY WARRANTS ON PREFERENTIAL BASIS TO STRATEGIC INVESTORS NOTFORMING PART OF PROMOTERSGROUP:
The Board of Directors of the Company at their meeting held on 19/01/2017 discussed thefuture plans of the Company and possible growth options. During previous year the paid-upcapital of the Company was only Rs.12.60crore. The Company proposed to expand itsmanufacturing facilities at the present Nani Daman unit for which substantial funds isrequired. The proposed preferential issue will benefit the Company in the long run as thepromoter and/or non-promoter are bringing the funds at a premium which will benefit theCompany as well as other shareholders of the Company. The proposed funds will giveleverage to the Company to expand its manufacturing facilities which can give betterreturn on investment. It was also felt that the present capital is too small for thegrowth & investment activities which Company intend to undertake in future. Based onthe above discussions the Board in order to raise resources to fund the expansion plansof its present manufacturing facilities to invest in wholly owned subsidiaries; to repayany loans/ICD taken to meet working capital requirements and for general corporatepurposes thought it prudent to infuse fresh equity capital in the Company by issue andallotment of 1800000 (Eighteen Lacs only)Convertible Equity Warrants of face value of Rs.10/- (Rupees Ten Only) each at an Issue Price of Rs. 181/- (including premium amount ofRs. 171/-) per Convertible Equity Warrants aggregating to Rs. 325800000/- (RupeesThirty-Two Crores Fifty-Eight Lacs Only) or at such higher prices as may be determined incompliance with Chapter VII of the SEBI (ICDR) Regulations 2009 on Preferential Basis tothe Strategic Investors not forming part of the Promoter Group of the Company.
In view of the above it was decided to issue 1800000 convertible Equity warrants offace value of Rs. 10/- each at an Issue price of Rs.181/- per convertible Equity warrant(including premium of Rs. 171/- per share warrant) on preferential basisto the StrategicInvestors not forming part of the Promoter Group of the Companyand for which membersapproval has been obtained in the Extra Ordinary General Meeting held on 18/02/2017.Inthis connection the Company has complied with the Companies Act 2013 as well asSecurities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations 2009 and other applicable laws.
25% of the value of the Warrants (advance payment) shall become payable on the date oftheir allotment. Hence on 11/03/2017 the Board of Directors of the Company has allotted1800000 convertible Equity warrants on preferential basis to the group of StrategicInvestors not forming part of the promoters group.
The balance amount is payable at the time of conversion of Warrants into Equity Shares.The said advance payment of 25% shall be kept by the Company as a deposit to be adjustedand appropriated against the price of the Equity shares payable by the warrant holder atthe time of exercising the option. Upon receipt of the requisite payment as above theBoard shall allot one equity share against each warrant by appropriating Rs. 10/- perequity shares towards equity share capital (Rs. 10/-).
Further on 29/03/2017 700000 equity warrants were converted in to 700000 equityshares of face value of Rs. 10/- each @ Rs.181/- per share (including premium of Rs. 171/-per share) after receiving balance 75% of exercise amount. Out of 1800000 convertibleequity warrants only 700000 equity warrants converted into 700000 Equity shares andbalance 1100000 equity warrants to be converted within 18 months from the date of issueof warrants.
Further on 15/04/2017 100000 equity warrants were converted in to 100000 equityshares of face value of Rs. 10/- each @ Rs.181/- per share (including premium of Rs. 171/-per share) after receiving balance 75% of exercise amount. The Company has also receivedTrading approval from BSE on 06/07/2017 for 725000 equity shares and on 12/07/2017 for75000 equity shares.
Further on 06/07/2017 1000000 equity warrants were converted in to 1000000 equityshares of face value of Rs. 10/- each @ Rs.181/- per share (including premium of Rs. 171/-per share) after receiving balance 75% of exercise amount. The Company has receivedTrading approval on 23/08/2017 from BSE for 1000000 equity shares.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics & Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Task Force or theChairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policymay be accessed on the Companys website at the link:www. fiberwebindia.com
WHISTLE BLOWER MECHANISM
Your Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the names and other particulars of employees are set out in aseparate statement attached herewith and forming part of the report. (Annexure-II)
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per section 135 of Companies Act 2013 all the companies having net worth of Rs.500 crores or more or a turnover of Rs. 1000 crores or more or a net profit of Rs. 5crores or more during financial year will be required to constitute corporate socialresponsibility (CSR) committee of the board of directors comprising three or moredirectors at least one of whom will be an independent director.
Aligning with the guidelines we have constituted a committee comprising of Mr. C. A.Rege (Non-Executive & Independent Director)being the Chairman of Committee Mr.Bhadresh H. Shah(Non-Executive & Independent Director) and Mrs. Soniya P. Sheth(Non-Executive & Non-Independent Director) being the members of the Committee. Thecommittee is responsible for formulating and monitoring the CSR policy of the Company.
The Annual Report on CSR activities of the Company is furnished in Annexure III and isattached to this report.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provision of Section 134(3) (a) and 92(3) of the Companies Act 2013read along with Rule 12 of the Companies ((Management & Administration) Rules 2014 anextract of Annual Return as of 31st March 2018 in Form No. MGT-9 is annexed herewith asAnnexure IV to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules should be provided in the Annual Reports.None of the Companys employees were covered by the disclosure requirement.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not provided in the Annual Report but will beprovided to shareholders on asking for the same.
Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.The full Annual Report including the aforesaid information is being sent electronically toall those members who have registered their email addresses and is available on theCompanys website.
Electronic trading of the Company's Equity Shares has been made compulsory by theSecurities & Exchange Board of India (SEBI) from 30th October 2000. As on 31st March2018 about 94.97% shareholding representing 27343724 Equity Shares of the Company hasbeen dematerialized. Your Company has executed agreements with both NSDL and CDSL fordemat of its shares.
AUDITORS AND AUDITORS'REPORT:
M/s. A.V. Jobanputra & Co. Chartered Accountant Mumbai (Firm RegistrationNo.104314W) have been appointed as the Auditors of the Company to hold office for a termof 5(five) consecutive years from the conclusion of 29th Annual General Meeting held on30th September 2014 until the conclusion of the 34th Annual General Meeting subject toratification of their appointment by the members at every Annual General Meeting duringthe remaining term of 5(five) years. Accordingly being eligible their appointment isrequired to be ratified at the ensuing Annual General Meeting.
The notes on financial statement referred to in the Auditors' Report are selfexplanatory and therefore do not call for any further explanation. The AuditorsReport does not contain any qualification reservation or adverse remark.IND AS isApplicable from FY 2017-18.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read along withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board of Directors of the Company had appointed M/s. K. Pratik & AssociatesMumbai Practising Company Secretary (COP No. 12368) as Secretarial Auditor for the yearending 31st march 2018. The Secretarial Audit Report contains Qualifications Reservationand explanations which are self explanatory.
The Secretarial Auditor has submitted its Report in Form No. MR-3 for the FinancialYear ended 31st March 2018 and the same is set out in Annexure V forming part of thisReport.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
3. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Yours Directors place on record their deep appreciation of the continued supportreceived from shareholders and bankers.