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Fluidomat Ltd.

BSE: 522017 Sector: Engineering
NSE: N.A. ISIN Code: INE459C01016
BSE 00:00 | 28 Sep 133.30 0.95






NSE 05:30 | 01 Jan Fluidomat Ltd
OPEN 132.00
52-Week high 168.90
52-Week low 70.40
P/E 13.67
Mkt Cap.(Rs cr) 66
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 132.00
CLOSE 132.35
52-Week high 168.90
52-Week low 70.40
P/E 13.67
Mkt Cap.(Rs cr) 66
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Fluidomat Ltd. (FLUIDOMAT) - Director Report

Company director report


The members

Fluidomat Limited

Your Directors have pleasure in presenting 44th Annual Report on the business andoperations of the Company along with the standalone & Consolidated audited financialstatements for the financial year ended March 31 2020.


Financial performance of the Company is summarized in the table below:-

Rs. In Lakhs)

Particulars Standalone Consolidated
Year ended on Year ended on
31.03.2020 31.03.2019 31.03.2020 31.03.2019
Revenue from Operations 2549.09 2677.46 2549.09 2677.46
Other Income 167.91 112.03 167.66 112.03
Total Income 2717.00 2789.49 2716.75 2789.49
Total Expenditure except Interest and Depreciation 2222.82 2386.40 2223.77 2386.40
Profit before Interest Depreciation & Tax (EBIDTA) 494.18 403.09 492.98 403.09
Less: Interest 0.70 0.10 0.70 0.10
Less: Depreciation 66.01 69.79 66.01 69.79
Profit before Tax 427.47 333.20 426.27 333.20
Less: (a) Current Tax 124.24 89.03 124.24 89.03
(b) Deferred Tax (17.02) 5.14 (17.02) 5.14
Profit for the year 320.25 239.03 319.05 239.03
Other Comprehensive Income/(Loss) (21.17) (1.59) (21.17) (1.59)
Total Comprehensive Income for the year 299.08 237.44 297.88 237.44
Reserves & Surplus 2786.16 2739.51 2784.96 2739.51
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) 6.07 4.82 6.05 4.82
Paid up Equity Share Capital 492.70 492.70 492.70 492.70


During the financial year 2019-20 the Company has posted a total revenue fromoperations of Rs. 2717.00 lakhs as against Rs. 2789.49 lakhs in the previous financialyear 2018-19 representing decrease in total revenue of 2.60%.

The business was impacted in the last quarter of the financial year due to Covid-19 andthe consequent lockdown imposed w.e.f. 23.03.2020 which led to loss of sales in March'2020.

Company has booked the orders of Rs.3194.87 lakhs during the current financial year asagainst the order booking of Rs. 2905.71 lakhs in the previous financial year which ishigher by 9.95%.

During the year ended on March 31 2020 the Earnings before Interest Depreciation andTax (EBIDTA) has been increased to Rs. 494.18 lakhs as against the EBIDTA of Rs. 403.09lakhs in the corresponding previous financial year.

The Net Profit of the Company for the financial year 2019-20has been increased to Rs.299.08 lakhs as compared to Rs. 237.44 lakhs during the previous financial year.Earningper share (EPS) for the year increased to Rs. 6.07 as compared to EPS of Rs. 4.82 inprevious financial year.

Increase in Profit was mainly contributed by increase in bank interest of Rs. 122.26lakhs received on Fixed Deposits during the current financial year as against Rs. 106.13lakhs received in previous financial year recovery of bad debts of Rs. 26.25 lakhs in thecurrent financial year bad debts were written off of Rs. 60.90 lakhs in the previousfinancial year as against current financial year bad debts amount of Rs. 6.93 lakhs.


During the year under review your company has incorporated a wholly owned foreignsubsidiary in the name of Fluidomat UK Pvt. Ltd. on 26th June 2019 and the saidsubsidiary is yet to commence commercial operations therefore there is no change in theearning as such. However the subsidiary company has incurred expenses of Rs. 1.20 Lakhswhich has impact on the EBIDT and other concerned financial figures as show in theaforesaid table.

Covid-19 Impact:

The operations of the Company were completely suspended w.e.f. 23rd March 2020 as perthe directives of Government due to Covid-19 pandemic and now resumed in a phased mannerw.e.f. 10th May 2020 taking into account directives from the Government. As a result oflockdown the volume for the month of March 2020 have been affected and consequently theperformance for the Month of March 2020 and the current quarter has also been partiallyaffected. The Company has evaluated the impact of this pandemic in its businessoperations liquidity and financial position and based on management review of currentindicators and economic conditions there is no material impact on its financial resultsas at 31st March 2020. The impact assessment of Covid-19 is a continuing process giventhe uncertainties associated with its nature and duration accordingly the impact may bedifferent from that estimated as at the date of approval of these financial results. Thecompany will continue to monitor any martial changes to future economic conditions.


The Company has paid an interim dividend of Rs. 2.25 per equity share of Rs. 10/- eachfully paid up (being 22.50%) on 06.03.2020. The Board has not recommended any finaldividend for the financial year 2019-20 and the interim dividend already declared and paidwill be considered as the Dividend for the financial year 2019-20. (Previous year Rs. 2.00(20%) per equity share of Rs. 10/- each). The dividend absorbed Rs.133.64 Lakhs includingDividend Distribution Tax of Rs. 22.79 Lakhs.


During the year your company has voluntarily transferred Rs 100.00 Lakhs(Previous yearRs. 100.00 Lakhs) to General Reserve.


The paid up Equity Share Capital of the Company as on 31st March 2020 was Rs. 492.70Lakhs divided into 49.27 Lakhs equity shares of Rs. 10/- each. There is no change inEquity share Capital of the Company during the year. Your company does not hold anyinstruments convertible into the equity shares of the Company.


There is no change in control and nature of business activities during the period underreview.


There is no transfer of business during the period under review.


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 2019 the Members had re-appointedMrs. Radhica Sharma as the Whole Time Director designated as Deputy Managing Director (DIN06811597)w.e.f. 10th February 2020for 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 the criteria ofthe independency as required under the Companies Act 2013 and the SEBI (LODR)Regulations 2015. All the Independent Directors have also registered themselves withIndependent Directors' Databank.

The members of the Company in their 42nd Annual General Meeting held on 26th September2018 has re-appointed all Independent Directors of the Company for a second term of fiveconsecutive years w.e.f. 1st April 2019 not liable to retire.

Directors liable to retire by rotation seeking re-appointment:

Shri Kunal Jain (DIN 01475424) the Executive director is liable to retire by rotationat the ensuing annual general meeting and being eligible offers himself forre-appointment. Your directors recommend to pass necessary resolution as proposed in theItem No. 3 of the Notice.


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 includes other matters asprescribed under the provisions of section 178 of Companies Act 2013 and Regulation 19 ofSEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of theCompany at Link:- The details of the same are also covered inCorporate 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 Nomination & Remuneration Committee and the Board carried out an annualperformance evaluation of the Board Committees Individual Directors and the Chairman.The Chairman of the respective Committees shared the report on evaluation with therespective Committee members. The performance of each Committee was evaluated by theBoard based on report on evaluation received from respective Committees.

The report on performance evaluation of the Individual Directors was reviewed by theChairman of the Board & Nomination & Remuneration Committee and feedback was givento Directors.


In accordance with the Companies Act 2013 and the SEBI (LODR) Regulations 2015 andother purposes the Board has the following Five(5) committees as on 31.03.2020: (a) AuditCommittee (b) Nomination and Remuneration Committee (c) Stakeholders' RelationshipCommittee

(d) Corporate Social Responsibility Committee (CSR) (e) Corporate Compliance Committee

Apart from the aforesaid committees under the Companies Act 2013 and the SEBI (LODR)Regulations 2015 the Company has also constituted Internal Complaints Committee (ICC)under the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.A detailed note on the Board and its committees is provided under theCorporate Governance Report section in this report.


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) Inthe preparation of the annual financial statementsfor the year ended March 31 2020 theapplicable accounting standards have been followed; b) Appropriate accounting policieshave been selected applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to givea true and fair view of the state of affairs ofthe companyas at March 31 2020 and of the profit of the company for the year ended onthat date; c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records inaccordance with the provisions of the Companies Act2013 for safeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; d) The annual financial statements have been prepared on a going concernbasis; e) Proper internal financial controls were in place and the financial controls wereadequate and operatingeffectively; and f) Proper systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.


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 RegistrationNo. 000518C) was appointed as the statutory auditors of theCompany to hold office for one term of 5 years commencing from conclusion of the 41stAnnual General Meeting upto the conclusion of the Annual General Meeting of the Company tobe held in calendar year 2022.

The Standalone & Consolidated Auditors Report and the Notes on financial statementfor the year 2019-20 referred to 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 Auditand maintenance of Cost Records is not applicable to Company during the year 2019-20.

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 Secretarial Auditof the Company for the year 2019-20. The Secretarial Auditors in their report for the year2019-20 has made certain observations which has been replied by the Management of thecompany. The Report of the Secretarial Audit for the year 2019-20 in the Form MR-3 isannexed herewith as "Annexure-1".

Observations of the Secretarial Auditors:

a) The Company has un-expended amount of Rs.988764 towards the CSR activities as at31stMarch 2020 as required to be expended under section 135 of the Companies Act 2013.Further that the Company has not considered any requirement for expending towards CSR forthe year 2019-20 in view of the net profits fall below the threshold limit of Rs. 5.00Crores as per amendment in the section 135 w.e.f. 19thSept. 2018.

b) There are 2 (Two) Charges for Charge ID No. 90205616 and 90204976 reflecting in theIndex of Charges at the portal of MCA.However the loan amount was repaid and satisfiedlong back but no evidence for the filing of Forms for satisfaction were produced beforeus.

Management Reply:

a) During the financial year Company has spent Rs. 1072000 out of Rs. 2060764(previous year's accumulated balances) Committee could not identify any suitableImplementing Agency for this purpose and required more time to meet other ImplementingAgency to achieve its CSR objectives. Company will endeavor to spend the complete amounton CSR activities in accordance with the statutory requirements

b) The company is trying to get the charge satisfied however the company could notfind whereabout the charge holders therefore the filing of Form CHG-4 with the digitalsignature of the charge holder could not be uploaded however the management trying tofind suitable way to file the same and comply with the requirement of law.

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 2019-20.


The Company has not entered into any material contracts with the related partiesduring the year 2019-20 and other contracts or arrangements wherein the ordinary course ofbusiness on armslength 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.


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.


Company is having one Wholly Owned Subsidiary incorporated in UK. Therefore company ispresenting Consolidated Financial Statement for the year 2019-20.

Pursuant to section 136 of the Companies Act 2013 the Standalone financial statementsand consolidated financial statements along with relevant documents and separate unauditedaccounts of Fluidomat UK Private Limited are available on the website ( the company


Your company have one Wholly Owned Subsidiary (WOS) incorporated in UK in the name andstyle ofFluidomat UK Private Limited on 26th June 2019. There was no associate companyor/and joint venture within the meaning of Section 2(6) of the Companies Act 2013.

The WOS is yet to commence the commercial activities. However pursuant to Section129(3) of the Companies Act 2013 a statement containing salient features of the financialstatements of the Company's subsidiaries in Form AOC-1 is annexed herewith as "Annexure-2".


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 31stMarch 2020. Further theCompany has not accepted any deposit or loans in contravention of the provisions of theChapter V of the Companies Act 2013 and the Rules made there under.

Particulars Amt in Rs.
1 Details of Deposits accepted during the year Nil
2 Deposits remaining unpaid or unclaimed at the end of the year Nil
3 Default in repayment of deposits
At the beginning of the year
Maximum during the year
At the end of the year N.A.
4 Deposits not in compliance with law N.A.
5 NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed N.A.

Further your company has filed form DPT-3 for the Annual compliance as at 31st March2020 for the amount received by the company which is not considered as deposit under thepurview of section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposit) rules 2014 as amended form time to time.


The Board of Directors has devised systems policies and procedures / frame workswhich are currently operational with in 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 if any are identified as a result of the reviews new procedures areput in 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 oro verriding of the controls andprocedures.


The outbreak of the novel coronavirus pandemic (Covid-19) is causing significantdiscrepancies in economic activities the impact of which has been discussed in Review ofOperations and the Management Discussion and Analysis report which forms part of thisAnnual Report.

Except the above no material changes and commitments affecting the financial positionof the Company occurred during the Financial Year to which this financial statementsrelate and the date of report.


The Company has not provided any loans and guarantees pursuant to section 186 of theCompanies Act 2013. However The Company has made investment in the share capital offoreign WOS for Rs. 16.54 Lakhs as well as given advance against salary or otherwise tothe employees of the Company as per the Company's policy. Details of the existinginvestment is provided in the

Financial Statement and hence not reproduced here.


The Extract of the Annual Return in form MGT-9 for the year ended 31stMarch 2020 isannexed herewith as "Annexure-3". Copy of Form MGT-9 is also hosted


Your Company is not required to make any new budget for CSR expenses for the year2019-20 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. 20.61 Lakhs out of which the company has spent Rs. 10.72 Lakhs towards CSR activitiesas specified in Schedule VII of the Act in the current year and the remaining balance ofRs. 9.89 Lakhs will be spent by the company in subsequent financial years.

Report on CSRas per Rule 8 of the Companies (CSR Policy) Rules 2014 is enclosed as "Annexure-4"of this Report.


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 and Practicing Company Secretary relatedDis-qualification of Directors form part of Corporate Governance Report.


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-5".


The Company has framed ‘Anti–Sexual Harassment Policy' at workplace and hasconstituted Internal Complaints Committee

(ICC) as per the requirement of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules made thereunder. No complaints withallegations of sexual harassment were reported during the year under review.


The company is not required to have risk management Committee therefore the saidcommittee was dissolved. However the Audit Committee will frame implement and monitorthe risk management plan for the Company.


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 safeguards to employees and Directors from anyvictimization onraising of concerns of any violations of legal or regulatory requirementsincorrect or misrepresentation of any financial statements and reports etc.The VigilMechanism/Whistle Blower Policy of the

Company can be accessed on the Company's website at the link:( the same is being attached with this Report as "Annexure-6".

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


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's remuneration andthe percentage increase in remuneration of each Director & Key Managerial Personnel:

Name Designation Remuneration for the year 2019-20 (Rs.) Remuneration for the year 2018-19 (Rs.) Increase In Remuneration (Rs.) Percentage of Increase In Remuneration Ratio Between Director's Remuneration and Median Employee Remuneration
1 Shri Ashok Jain CMD 5084651 4486708 597943 13.33% 17.06
2 Shri Kunal Jain WTD 4377525 3880281 497244 12.81% 16.16
3 Radhica Sharma WTD 3372518 2958693 413828 13.99% 12.60
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 1261686 1185264 76422 6.45% 5.01
8 CS Devendra CS 607978 493483 114495 23.20% 2.50
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:10%. C. The number of permanent employees on the Roll of the Company as on 31stMarch2020: 191.

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 at10% and managerial remuneration was increased at 13.38% this is based on RemunerationPolicy of the Company that rewards peoplebased on their contribution to the success of thecompany and also ensures that external market competitiveness and internal relativitiesare 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 year2019-20:

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-7".

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 receivedremuneration in excess of Rs. 102.00 Lakh or more per annum or Rs.8.50 Lakh per month forpart of the year. In accordance with the provisions of section 197 of the Companies Act2013 read with Rule 5(2)of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 therefore there is no information is available to disclose. ii.During the year none of the employees received remuneration in excess of that drawn bythe Managing Director or Whole-time director and none of the employees hold two percent ofthe equity shares of the Company.


Pursuant to the provisions of the Companies Act 2013 read with the IEPF Authority(Accounting Audit Transfer and Refund)

Rules 2016 ("the Rules") notified by the Ministry of Corporate Affairs theunclaimed and unpaid dividends amount for the year 2012-13 is required to be transferredto IEPF in the due date as specified in the Notice of the AGM and shares of the respectiveshares on which no dividend is claimed for a consecutive 7 years will also be transferredto IEPF Authority as per the requirement of the IEPF rules on due date.

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


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 ensuing AGM will be conducted through Video Conferencing/ OVAM and no physicalmeeting will be held and your company has made necessary arrangements with CDSL toprovide facility for remote e-voting and e-voting at AGM. The details regarding e-votingfacility is provided with the notice of the Meeting.