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Fluidomat Ltd.

BSE: 522017 Sector: Engineering
NSE: N.A. ISIN Code: INE459C01016
BSE 00:00 | 29 Sep 91.00 1.00
(1.11%)
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91.90

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NSE 05:30 | 01 Jan Fluidomat Ltd
OPEN 91.90
PREVIOUS CLOSE 90.00
VOLUME 6
52-Week high 129.90
52-Week low 51.00
P/E 15.37
Mkt Cap.(Rs cr) 45
Buy Price 81.10
Buy Qty 100.00
Sell Price 94.70
Sell Qty 11.00
OPEN 91.90
CLOSE 90.00
VOLUME 6
52-Week high 129.90
52-Week low 51.00
P/E 15.37
Mkt Cap.(Rs cr) 45
Buy Price 81.10
Buy Qty 100.00
Sell Price 94.70
Sell Qty 11.00

Fluidomat Ltd. (FLUIDOMAT) - Director Report

Company director report

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

To

The members Fluidomat Ltd.

Your Directors have pleasure in presenting 43rdAnnual Report on the businessand operations of the Company together with the audited financial statements for thefinancial year ended March 31 2019.

FINANCIAL RESULTS:

The Summarized financial results for the year as under :

(Rs. In Lakhs)

Particulars Year ended on
31.03.2019 31.03.2018
Revenue from Operations 2677.46 2405.48
Other Income 110.44 109.52
Total Income 2787.90 2515.00
Total Expenditure except Interest and Depreciation 2386.40 2130.77
Profit before Interest Depreciation & Tax (EBIDTA) 401.50 384.23
Less: Interest 0.10 0.09
Less: Depreciation 69.79 69.87
Profit before Tax 331.61 314.27
Less: (a) Current Tax 89.03 94.21
(b) Deferred Tax 5.14 (12.62)
Net Profit for the Year 237.44 232.68
Reserves & Surplus 2739.51 2606.01
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) 4.82 4.72
Paid up Equity Share Capital 492.70 492.70

REVIEW OF OPERATIONS /STATE OF AFFAIRS:

For the year ended on March 31 2019 the Company has posted a total revenue of Rs.2787.90 lakhs (net of GST) as against Rs. 2471.92 lakhs (net of Excise duty) in theprevious year representing increase in turnover of 12.78%.

During the year ended on March 31 2019 the Earnings before Interest Depreciation andTax (EBIDTA) has been increased to Rs. 401.50 lakhs as against the EBIDTA of Rs. 384.23lakhs in the corresponding previous year.

The Net Profit of the Company for the year 2018-19has been increased to Rs. 237.44lakhs as compared to Rs. 232.68 lakhs during the previous year. Company has booked theorders of Rs.2905.71 lakhs during the current financial year as against the order bookingof Rs. 2687.31 lakhs in the previous financial year which is higher by 8.12%.Earning pershare (EPS) for the year stood at Rs. 4.82 as compared to EPS Rs. 4.72 of previous year.

The company has incorporated a Wholly Owned Subsidiary in United Kingdom on 26thJune 2019 for global business opportunity which shall help in opening businessopportunity for export turnover.

DIVIDEND:

Your Board of Directors are pleased to recommend a dividend of Rs.2.00 (20%) on EquityShare of Rs.10/- each for the year ended March 31 2019. (Previous year Rs.1.75 (17.50%)per Equity Share of Rs.10/- each).The above dividend would be paid subject to approval bythe Members in the ensuing Annual General Meeting. The proposed dividend will absorbRs.118.80 Lakhs including Dividend Distribution Tax of Rs.20.25 Lakhs.

TRANSFER TO RESERVES:

During the year your company has voluntarily transferred Rs 100.00 Lakhs to theGeneral Reserves However your company has not transferred any amount to any otherreserves. Previous year Rs. 100.00 Lakhs transferred to General Reserve.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2019 was Rs. 492.70 Lakhs dividedinto 49.27 Lakhs equity shares of Rs. 10/- each. There is no change in Equity shareCapital of the Company during the year. Your company does not hold any instrumentsconvertible into the equity shares of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNELS:

Executive Directors and KMPs

The Company is having adequate Key Managerial Personnel's as per requirements ofsection 203 of the Companies Act 2013 as well as the SEBI (LODR) Regulations 2015. Thereis no change in the key managerial personnel's during the year under review. However atthe Annual General Meeting (AGM) held on September 26 2018 the Members had re-appointedShri Ashok Jain as the Chairman and Managing Director (DIN 00007813) w.e.f. 1stJuly2019 for a further term of Five years.

Declaration for Independency of Independent Directors

The Company have received necessary declaration from all the independent directors asrequired under section 149(6) of the Companies Act 2013 confirming that they meet thecriteria of Independence as per the SEBI (LODR) Regulation 2015 and the Companies Act2013.In the Opinion of the Board all the independent directors fulfills thecriteria of the independency as required under the Companies Act 2013 and the SEBI (LODR)Regulations 2015.

Independent Directors seeking re-appointment:

Pursuant to the provision of section 149(10) of the Companies Act 2013 a term of fiveconsecutive years on the Board of the Company of Shri Khushal Chandra Jain (DIN 00007916)Shri Mahendra Kumar Shah (DIN 00014556) and Shri Praful Turakhia (DIN 00366398)asIndependent Directors completed on 31st March 2019.

However they were eligible for re-appointment on passing of special resolution for asecond term of five consecutive years. Therefore the Board in their meeting held on 13thAugust2018 upon the recommendation of the Nomination and Remuneration Committee has recommendedtheir re-appointment w.e.f. 1st April 2019 to 31st March 2024 andthe members of the Company in their 42nd Annual General Meeting held on 26thSeptember 2018 has re-appointed all Independent Directors of the Company for a furtherperiod of five consecutive years w.e.f. 1st April 2019.

Directors liable to retire by rotation seeking re-appointment:

Mrs. Radhica Sharma (DIN 06811597) the Deputy Managing director is liable to retireby rotation at the ensuing annual general meeting and being eligible offers herself forre-appointment. Your directors recommend to pass necessary resolution as proposed in theItem No. 4 of the Notice.

Executive Directors seeking re-appointment:

The tenure of Mrs. Radhica Sharma as the Deputy Managing Director will be completed on9thFebruary 2020 therefore the Board upon the recommendation of theNomination and Remuneration Committee has re-appointed herfor a further period of fiveyears w.e.f. 10thFebruary 2020. Your Board of directors recommends to passspecial resolution as per the Companies Act 2013 to that effect as set out in the noticeof the Annual General Meeting.

BOARD MEETING AND THE BOARD:

A. Number of meetings of the Board:

Total Four (4) meetings of the Board were held during the year. The intervening gapbetween any two meetings was not exceeding 120 days as prescribed by the Companies Act2013 and the SEBI (LODR) Regulations 2015. For further details of the meetings pleaserefer the Corporate Governance Report which forms part of this report.

B. Policy on Directors' appointment and remuneration:

The Board has on the recommendation of the nomination and remuneration committeeframed a nomination remuneration and evaluation policy which lays down the criteria foridentifying the persons who are qualified to be appointed as directors and or seniormanagement personnel of the company along with the criteria for determination ofremuneration of directors KMP's and other employees and their evaluation and includesother matters as prescribed under the provisions of section 178 of Companies Act 2013and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given atthe website of the Company at Link:-http://www.fluidomat.com. The details of the same arealso covered in Corporate Governance Report forming part of this annual report.

C. Board Evaluation:

The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which include criteriafor performance evaluation of Non-executive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategy.

The Board carried out an annual performance evaluation of the Board CommitteesIndividual Directors and the Chairman. The Chairman of the respective Committees sharedthe report on evaluation with the respective Committee members. The performance of eachCommittee was evaluated by the Board based on report on evaluation received fromrespective Committees. The report on performance evaluation of the Individual Directorswas reviewed by the Chairman of the Board and feedback was given to Directors.

COMMITTEES OF THE BOARD:

In accordance with the Companies Act 2013 and the SEBI (LODR) Regulations 2015 andother purposes the Board has the following Five(5) committees: (a) Audit Committee (b)Nomination and Remuneration Committee (c) Stakeholders' Relationship Committee (d)Corporate Social Responsibility Committee (CSR) (e) Risk Management Committee (Voluntarilyconstituted) (Dissolved w.e.f. 12.02.2019) (f) Corporate Compliance Committee Apart fromthe aforesaid committees under the Companies Act 2013 and the SEBI (LODR) Regulations2015 the Company has also constituted Internal Complaints Committee (ICC) under the SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.Adetailed note on the Board and its committees is provided under the Corporate GovernanceReport section in this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act 2013 your directors to the bestof their knowledge and belief and according to the information and explanations obtainedby them in the normal course of their work state that in all material respects;

a) In the preparation of the annual financial statements for the year ended March 312019 the applicable accounting standards have been followed;

b) Appropriate accounting policies have been selected applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the company as at March 31 2019 and of theprofit of the company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) The annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and the financial controls wereadequate and operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

AUDITORS AND THEIR REPORT:

A. Statutory Auditors:

In terms of the provisions of section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. C.P. Rawka & Co. CharteredAccountants (Firm Registration No. 000518C) was appointed as the statutory auditors ofthe Company to hold office for one term of 5 years commencing from conclusion of the 41stAnnualGeneral Meeting upto the conclusion of the Annual General Meeting of the Company to beheld in calendar year 2022.

The Auditors Report and the Notes on financial statement for the year 2018-19 referredto in the Auditor's Report are self-explanatory and does not contain any qualificationreservation or adverse remark therefore do not call for any further comments.

B. Cost Auditors and Records:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 amended time to time the provision regarding Cost Auditunder this act was not applicable to Company during the year 2018-19.

C. Secretarial Auditors:

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasre-appointed M/s D.K. Jain & Co. Company Secretaries to undertake the SecretarialAudit of the Company for the year 2018-19. The Secretarial Auditors in their report forthe year 2018-19 has confirmed the compliances by the Company as covered in their report.

The Report of the Secretarial Audit for the year 2018-19 in the Form MR-3 is annexedherewith as "Annexure-1".

D. Disclosure of frauds against the Company:

There were no instances for other than reportable fraud to the Central Governmentcovered under section 134(3)(ca) of the Companies Act 2013. Further that the auditorshave not found any fraud as required to be reported by them under section 143(12) to theCentral Government during the year 2018-19.

TRANSACTIONS WITH RELATED PARTIES:

The Company has not entered into any material contracts with the related partiesduring the year 2018-19 and other contracts or arrangements were in the ordinary course ofbusiness on arms length basis which were approved by the Audit Committee and the Boardfrom time to time. Therefore there is no particulars of contracts or arrangements withrelated parties referred to in section 188(1) of the Companies Act 2013 which needs todisclose in the prescribed form AOC-2 and may be treated as not applicable. However therelated party transactions as covered under Indian Accounting Standards (Ind AS 24) havebeen disclosed in the Note of the financial statements for the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts of law whichwould have impact on the going concern status of the Company and its future operations.

CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any subsidiary associate or joint venture thereforethe requirement for consolidation of the Financial Statements are not applicable to theCompany.

PERFORMANCE OF SUBSIDIARIES ASSOCIATE COMPANIES AND JOINT VENTURES:

Your company does not have any subsidiary associate or joint venture company at thebeginning or any time during the year 2018-19 therefore the disclosure in the Form AOC-1is not applicable to the Company.

However Company has incorporated a wholly owned foreign subsidiary (WOS) in UnitedKingdom (UK) on 26th June 2019 with the name and style of Fluidomat UK PvtLtd. However the company has not invested any amount in the WOS till issuance of thisReport.

PUBLIC DEPOSITS: DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit ofsection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and there were no remaining unclaimed deposits as on 31st March 2019.Further the Company has not accepted any deposit or loans in contravention of theprovisions of the Chapter V of the Companies Act 2013 and the Rules made there under.

Further your company has filed form DPT-3 for One time and for the Annual complianceas at 31st March 2019 for the amount received by the company which is notunder the purview of section 73 of the Companies Act 2013 read with Companies (Acceptanceof Deposit) rules 2014 as amended form time to time.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL RESULTS:

The Board of Directors has devised systemspolicies and procedures / frameworks whichare currently operational within the Company for ensuring the orderly and efficientconduct of its business which includes adherence to Company's policies safeguardingassets of the Company prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation. In line with best practices the Audit Committee reviews these internalcontrol systems to ensure they remain effective and are achieving their intended purpose.Where weaknesses ifany are identified as a result of the reviews new procedures are putin place to strengthen controls. These controls are reviewed at regular intervals.

Nothing has come to the attention of the Directors to indicate that any materialbreakdown in the function of these controls procedures or systems occurred during theyear under review. There have been no significant changes in the Company's internalfinancial controls during the year that have materially affected or are reasonably likelyto materially affect its internal financial controls. There are inherent limitations tothe effectiveness of any system of disclosure controls and procedures including thepossibility of human error and the circumvention or overriding of the controls andprocedures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Companyoccurred during the Financial Year to which this financial statements relate and the dateof report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The Company has not provided any loans guarantees and not made any investmentspursuant to section 186 of the Companies Act. However The Company has given advanceagainst salary or otherwise to employees of the Company as per the Company's policy.

EXTRACT OF ANNUAL RETURN:

The Extract of the Annual Return in form MGT-9 for the year ended 31stMarch2019 is annexed herewith as "Annexure-2". Copy of Form MGT-9 is alsohosted on www.fluidomat.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company is not required to make any new budget for CSR expenses for the year2018-19 because the company is not falling under the eligibility criteria under section135 of the Act read with Companies (CSR Policy) Rules 2014 as amended from time to time.

However the company is required to spend remaining balance amount of previous years ofRs. 24.26 Lakhs out of which the company has spent Rs. 3.65 Lakhs towards CSR activitiesas specified in Schedule VII of the Act in the current year and the remaining balance ofRs. 20.61 Lakhs will be spent by the company in next financial years.

Report on CSR as per Rule 8 of the Companies (CSR Policy) Rules 2014 is enclosed as "Annexure-3"of this Report.

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice underCorporate Governance. A separate section on Corporate Governance and a certificateobtained from Auditors of the Company that effect form part of this Annual Report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 annexed herewith as "Annexure-4".

INTERNAL COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT:

The Company has framed ‘Anti–Sexual Harassment Policy' at workplace and hasconstituted Internal Complaints Committee (ICC) as per the requirement of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andRules made thereunder. No complaints with allegations of sexual harassment were reportedduring the year under review.

RISK MANAGEMENT:

The risk management of the Company shall be reviewed by the Audit Committee due todissolve of Risk Management Committee. The Audit Committee will frame implement andmonitor the risk management plan for the Company. The Committee is responsible forreviewing the risk management plan and ensuring its effectiveness.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your company has a Vigil Mechanism in place which also includes a whistle blower policyin terms of the SEBI (LODR) Regulation 2015 for Directors and employees of the Company toprovide a mechanism which ensures adequate safe guards to employees and Directors from anyvictimization on raising of concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reportsetc.The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on theCompany's website at the link:(http://www.fluidomat.com) and the same is being attachedwith this Report as "Annexure-5".

All the employees have the right/option to report their concern/grievance to theChairman of the Audit Committee. During the year under review no protected disclosure fromany Whistle Blower was received by the designated officer under the Vigil Mechanism.

PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act 2013 read withRule 5(1) and 5(2) of the Companies (Appointment & remuneration of ManagementPersonnel) Rules 2014 as amended are given below:

A. Ratio of the remuneration of each director to the median employee'sremuneration and the percentage increase in remuneration of each Director & KeyManagerial Personnel:

S. No Name Designation Remuneration for the year Remuneration for the year Increase In Remuneration Percentage of Increase In Remunera tion Ratio Between Director's Remuneration and Median Remuneration
2018-19(Rs.) 2017-18(Rs.) (Rs.)
1 Shri Ashok Jain CMD 4486708 4444389 42319 0.95% 20.79
2 Shri Kunal Jain WTD 3880281 3500948 379333 10.84% 18.74
3 Radhica Sharma WTD 2958693 2736600 222093 8.12% 14.31
4 *Shri Khushal Chandra Jain Independent Director Nil Nil NA NA NA
5 *CA Mahendra Kumar Shah Independent Director Nil Nil NA NA NA
6 *Shri Praful R Turakhia Independent Director Nil Nil NA NA NA
7 Mrs. Monica Jain CFO 1185264 1160364 24900 2.15% 5.92
8 CS Devendra CS 493483 434906 58577 13.47% 2.35
Kumar Sahu

*Shri Khushal Chandra Jain CA Mahendra Kumar Shah and Shri Praful R. TurakhiaIndependent Directors were paid sitting fees for attending the Meetings of the Board.

B. The percentage increase in the Median remuneration of employees in the financialyear: 6.10%.

C. The number of permanent employees on the Roll of the Company as on 31stMarch2019: 194.

D. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Based on Remuneration Policy of the Company salary of the employees was increased ataverage 10% and managerial remuneration was increased at 6.64% this is based onRemuneration Policy of the Company that rewards people based on their contribution to thesuccess of the company and also ensures that external market competitiveness and internalrelativities are taken care of.

E. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company:

F. Name of the top 10 employees in terms of remuneration drawn in the financial year2018-19:

A statement of top-10 employees in terms of remuneration drawn as per rule 5(2) readwith rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended is annexed with the report as "Annexure-6".

G. Details of employees who received remuneration in excess of Rs. One crore and Twolakh or more per annum:

i. During the year none of the employees received remuneration in excess of Rs. 102.00Lakh or more per annum or Rs.8.50 per month for part of the year. In accordance with theprovisions of section 197 of the Companies Act 2013 read with Rule 5(2)of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 therefore there is noinformation is available to disclose.

ii. During the year none of the employees received remuneration in excess of thatdrawn by the Managing Director or Whole-time director and none of the employees hold twopercent of the equity shares of the Company.

TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act 2013 read with the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 ("the Rules") notified bythe Ministry of Corporate Affairs the unclaimed and unpaid dividends amount for the year2011-12 is required to be transferred to IEPF in the due date as specified in the Noticeof the AGM and respective shares on which no dividend is claimed for a consecutive 7 yearswill also be transferred to IEPF Authority as per the requirement of the IEPF rules on duedate.

The details related to dividend remains unpaid-unclaimed in the Company has been givenin the Corporate Governance Report attached with the annual report of the Company.

PROVISION OF VOTING BY ELECTRONIC MEANS:

Your Company is providing E-voting facility under section 108 of the Companies Act2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules2015. The details regarding e-voting facility is being given with the notice of theMeeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: A. Economic Scenario and Outlook:

The Global economic scenario remains in turmoil with issues of US-China Trade WarBrexit Iran Issue Crude prices and many other issues. This has slowed the manufacturingand trade activities at Global level. The Global economic growth is projected as 3.3%against earlier projection of 3.9% in 2019.

On crude oil price India is adversely affected due to price increase and ban on oilsupply from Iran.

The Indian economy continues to face challenges due to several factors like NBFCcrisis Liquidity Crunch Delay in execution of various projects etc.

With forecast of normal monsoon Union Government fund allocation of approx. 90000crores in infrastructure and expected GDP growth rate of 6 to 7% the economic future is onpositive note.

Fluidomat with wide spectrum of clients in Power Steel Cement Paper Metal PortTrust & Mining is able to take advantage of growth in new projects in any of theseindustry sectors.

Your Company with accreditation of ISO:9001-2015 ISO:14001-2015 & OHSAS:18001-2007and with indigenous technology is in strong position to earn business from theseindustrial sectors in domestic and international front. Fluidomat continues with productand quality improvement and modernization activity. Your Company saw a revival in revenueduring the year with growth of double digit.

Fluidomat formed a Subsidiary Company in UK as Fluidomat UK Pvt. Ltd. The formationdate is 26th June 2019. Foreseeing the benefits of presence in UK which will help inpromoting business Joint Ventures and suitable Collaboration the decision of forming thesubsidiary Co. was made after due diligence. The UK Government Department of InternationalTrade (DIT) also provided assistance in the matter. Once we become a Company in UK thenthe UK Government provides many assistance in various ways through their presence invarious countries and their strong trade relations and tie ups.

Mr. Sundeep Sharma who is Sr. Vice President in the Co. has been appointed as Directorin the Subsidiary Company.

B. Industry structure and developments:

Your Company deals only in the one segment i.e. manufacturing and sale of the hi-techproducts "Fluid Couplings" which are mainly used in various sector of industriesincluding Thermal Power Plants Steel Metal Cement Paper Chemical Fertilizers Coaland Ore-mining and Port handling facilities etc. New projects in these sectors haveimportant contribution towards growth and profitability of the Company.

C. Quality Management System:

The company continued to be certified under ISO:9001:2015 by British StandardInstitution –BSI Management system for the Company's quality system. The QualityManagement System in the Company is well defined and is well in place.

D. Internal Control System:

The Company has adequate internal control systems and procedures in place for effectiveand smooth conduct of business and to meet exigencies of operation and growth.Thetransactions are recorded and reported in conformity with generally accepted accountingpractices. The internal control systems and procedures ensure reliability of financialreporting compliance with the Company's policies and practices governmental regulationsand statutes. Internal Audit is conducted by independent firm of auditors. InternalAuditors regularly check the adequacy of the system their observations are reviewed bythe management and remedial measures as necessary are taken. Internal Auditors reportdirectly to the Chairman of the Audit Committee to maintain its objectivity andindependence.

E. Opportunities and Threats:

Since your company is catering the needs of almost all sectors of Industries thereforeit has a good business cushion against recession in one or other sector as the othersector may improve concurrently.

The Indian Government focus on infrastructure growth will offer more opportunities tocapital goods sector.

The Banking system in the domestic market is facing an unprecedented situation ofuncertainty and economic challenge due to non- performing assets (NPAs). Though theGovernment and the central Bank are seized of the gravity of the situation and are movingahead with initiative to contain and resolve the problem global macro-economic factorsbeyond the control of the domestic economy can disrupt the equilibrium. In such a scenariothe entire capital goods sector itself will face difficulties due to lack of new projectsand liquidity crisis.

Apart from the normal risk demand-supply conditions raw material prices competitorstrategies changes in government regulations tax regimes economic developments withinthe country and globally no major risks are foreseen.

F. Human Resources:

We are committed to providing our employees with a work environment that is based onfairness openness and mutual respect. Our on-ground work force and our employees togetherare the key to successes of our Company.

The Company emphasizes on the highest level of professional ethics personal decorumadherence to deadliness compliance to standards and customer service.

The Company continues with its dedicated efforts to identify talent and has beenrecognized for its exemplary people-related parties in the Industry.

G. Health Safety and environment measures:

Company is committed to meet the highest international standards of health safety andenvironmental performance. It continues to accord highest priority to conducting safeoperations while being responsible towards the environment and ecology. The Companyfocused on safe operations in line with its commitments to improve its health safety andenvironment performance. As a part of our drive to standardize our health safety &environment management company has certified under occupational health & safetymanagement system (OHSAS 18001: 2007) for the manufacture of Fluid Couplings and FlexibleCouplings and environment management system (ISO 14001: 2004) by BSI.

Internal and external safety audits and inspections were carried out regularly.Emergency management plans have been developed to deal with any emergency within thefactory premises.

H. Segment Reporting & Finance performance of the Product:

Company has only one segment i.e. manufacturing of fluid couplings and the financialperformance of the product is being incorporated in the Director's Report section.

I. Cautionary statement:

Statement made in the management discussion and analysis report as regards theexpectations or predictions are forward looking statements within the meaning ofapplicable laws and Regulations. Actual performance may deviate from the explicit orimplicit expectations.

J. Details of Significant Changes in Key Financial Ratios

Key Ratio 2018-19 2017-18 Variation in % Comments for Variation in ratio above 25%
Debtors Turnover Ratio 2.60 2.46 5.69% -
Inventory Turnover Ratio 4.19 3.00 39.67 Better working capital management
Interest Coverage Ratio 0 0 0 -
Current Ratio 3.18 3.28 3.05 -
Debt Equity Ratio 0.00 0.00 0.00 -
Operating Profit Margin (%) 12.39 13.31 (6.91) -
Net Profit Margin (%) 8.87 9.85 (9.95) -
Return on net worth (Any Change) 7.35% 7.51% (2.10) due to increase in deferred liabilities

K. Compliance with Indian Accounting Standards

In the preparation of the financial statements the Company has followed the IndianAccounting Standards as notified. The significant accounting policies which areconsistently applied have been set out in the Notes to the Financial Statements.

INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review.

ACKNOWLEDGEMENTS:

Your directors place on record their appreciation of the continued support extendedduring the year by the company's customers business associates suppliersbankersinvestors and Government authorities. They also place on record their appreciation of thededication and contributions made by all the employees for their commitment hard work andsupport.

Your directors would also like to thank all their shareholders for their continuedfaith in the company and expect the same in future.

For and on behalf of the Board
Place: Indore Ashok Jain
Date 13thAugust 2019 Chairman & Managing Director
DIN 00007813

#MDEnd#