Your Directors have pleasure in presenting their report on the business and operationof your Company together with the Audited Financial Statements for the year ended March31 2019.
|FINANCIAL RESULTS ||2018-19 ||2017-18 |
|Total Revenue ||81244.54 ||70800.07 |
|Profit before Depreciation Finance Cost & Tax ||5570.47 ||5794.43 |
|Less: Finance Cost ||3346.32 ||3012.15 |
|Less : Depreciation and Amortisation Expenses ||2572.04 ||2563.34 |
|Profit before Tax ||(347.89) ||218.94 |
|Provision for Tax || || |
|- Current Tax ||44.81 ||127.03 |
|- Deferred Tax ||(87.79) ||(199.32) |
|- Income Tax earlier years ||44.56 ||25.58 |
|Profit after Tax ||(349.47) ||265.65 |
DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year ended March 312019 however Rs. 550 lacs transferred from Debenture Redemption Reserve to GeneralReserve due to redemption of Debentures during the year.
OPERATIONS AND STATE OF COMPANY AFFAIRS
During the year under review your Company's total Revenue has increased from Rs.70800.07 lacs to Rs. 81244.54 lacs. However company has suffered loss after tax of Rs.349.47 lacs against the profit after tax of Rs. 265.65 lacs as compared to previous year.
The adverse performance during the year has been due to rising raw material prices andlower demand in international market particularly from China.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as required under Regulation 34(3) of SEBI (LODR)Regulations 2015 read with Schedule V of said Regulations forms part of this Board'sreport and is annexed as Annexure - A'.
DIRECTORS KEY MANAGERIAL PERSONNEL AND COMMITTEES
As per provision of Section 152 of the Companies Act 2013 Shri Shishir JaipuriaManaging Director retires by rotation at the ensuing Annual General Meeting and beingeligible offer himself for re-appointment. Shri Shishir Jaipuria has given his declarationin terms of Section 164(2) of the Companies Act 2013 to this effect that he is notdisqualified from being reappointed as a Director of the Company.
Based on the recommendation of Nomination and Remuneration Committee Shri Joginder PalKundra Dr. Har Prasad Bhattacharya Shri Jugal Kishore Bhagat Shri Sushil ChandraTripathi and Smt. Manju Rana were reappointed as an Independent Directors for a secondterm of five (5) years w.e.f. 10th September 2019 to 09thSeptember 2024. The Board is of the opinion that the skills knowledge and experience ofShri Joginder Pal Kundra Dr. Har Prasad Bhattacharya Shri Jugal Kishore Bhagat ShriSushil Chandra Tripathi and Smt. Manju Rana would be of immense help to the businessinterest of the Company. Proposal for their re-appointment as Independent Directors areplaced before the shareholder for approval at the ensuing Annual General Meeting.
Pursuant to Section 149(7) of the Companies Act 2013 Independent Directors namelyShri Joginder Pal Kundra Dr. Har Prasad Bhattacharya Shri Jugal Kishore Bhagat ShriSushil Chandra Tripathi and Smt. Manju Rana have given their declaration of independencein terms of Section 149(6) of the Companies Act 2013. One meeting of the IndependentDirectors excluding all other Directors and officials of the Company was held as requiredunder Rule 8 of Schedule IV to the Companies Act 2013 and Regulation 25 of SEBI (LODR)Regulations 2015.
Dr. R. C. Vaish has resigned from the post of independent director of the companyw.e.f. OS01 August 2018. The Board placed on record its appreciation for theoutstanding contribution made by Dr. R. C. Vaish during his tenure.
The company has several Committees and the details alongwith its meetings have beenincluded in the Corporate Governance report.
ANNUAL EVALUATION BY THE BOARD
The performance evaluation of the Board as stipulated under Listing Regulations andSection 134 of the Companies Act 2013 read with Rule 8(4) of the Companies (Account)Rules 2014 a formal Annual Evaluation process has been carried out for evaluating theperformance of the Board its Committees and the individual Directors. The performance ofthe Board was evaluated by the Board after seeking inputs from all directors on basis ofcriteria such as board composition and structure effectiveness of board processesinformation and functioning etc.
The performance of the Committee was evaluated by the Board after seeking input fromthe Committee members on the basis of criteria such as composition of Committeeseffectiveness of Committee meetings etc. The Board and the NRC reviewed the performanceof individual directors on the basis of criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of Independent Directors performance of Non IndependentDirectors and performance of the Board as a whole was evaluated. Further they alsoevaluated the performance of the Chairman of the Company taking into account the views ofthe Executive Directors and Non-executive Directors. Additionally the IndependentDirectors in the said meeting also evaluated the quality quantity and timeliness of flowof information between the company management and the Board that is necessary for theBoard to effectively and reasonably perform their duties
The above evaluations were then discussed in the board meeting that followed themeeting of the independent directors and NRC at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place the Vigil Mechanism / Whistle Blower Policy with a view toprovide for adequate safeguards against victimization of persons who use such mechanismand made provisions for direct access to the chairperson of the Audit Committee inappropriate or exceptional cases. The details of the Vigil Mechanism and whistle BlowerPolicy are available on the website of the Company.
NOMINATION AND REMUNERATION POLICY
The salient features of Nomination and Remuneration Policy of the Company is annexed tothis report as Annexure-B'. The Nomination and Remuneration Policy asapproved by the Board may be accessed on the Company's website i.e. www.ginnifilaments.com.
MEETINGS OF THE BOARD
During the year under review four (4) Board Meetings were held on May 29 2018 August9 2018 November 12 2018 and February 08 2019 and four (4) Audit Committee meetingswere held on May 29 2018 August 9 2018 November 12 2018 and February 08 2019. Inaccordance with the requirement from time to time other Committee meetings were held andone separate meeting of Independent Directors was also held. The attendance of theDirectors who attended the Board Meetings and Committees thereof have been included in theCorporate Governance Report.
CODE OF CONDUCT
The Code of conduct laid down by the Board is in operation in the Company. All Boardmembers and senior management personnel have affirmed the compliance with the code. Thedeclaration to this effect is enclosed to the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 tothe best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statements that:
a. in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any;
b. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d. the Directors had prepared the annual accounts on a going concern basis;
e. the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of Loans Guarantees or Investments are provided in the FinancialStatements of the Company. Please refer to Note No. 5 of the Financial Statements of theCompany.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Policy on Related Party Transactions may be assessed at the Company's website atwww.ainnifilaments.com . During the year under review there were no material contracts orarrangements with the related parties refer to in Section 188 of the Companies Act 2013.
However the particulars of contracts or arrangements with related party in the formAOC-2 is annexed as Annexure C'.
Disclosure related to transactions of the listed entity with person or entity belongingto the promoter/promoter group which hold(s) 10% or more shareholding in the Company havebeen disclosed in the accompanying Financial Statement of the Company. Please refer toNote No. 41 of the Financial Statement of the Company.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors on the Board of the Company are well versed with theCompany's business model and the nature of industries in which it is operating.
The Directors are also kept updated with information of the Company the industry anddevelopments in different segments in which the Company operates at the Board meetingswhile reviewing the operations quarterly/annual financial results and considering thebudgets.
A familiarization programme for IDs laid down by the Board has been posted on theCompany's website at www.ainnifilaments.com.
The company has a risk management committee which has the responsibility to identifythe risk and suggest the management the mitigation plan for the identified risks inaccordance with the risk management policy of the Company. The detail of risks and otherconcerns are included in the Management Discussion and Analysis which is the part of thisDirectors' Report.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 of the Companies Act 2013 The Board of Directors of theCompany had constituted a Corporate Social Responsibility Committee (CSR Committee). TheCommittee comprises of four Directors out of which two are Independent Directors. The CSRCommittee framed a CSR policy of the Company which had been approved by the Board ofDirectors of the Company. The Company has taken initiatives and contributed Rs. 29.51 lacstowards the construction of school building for advancement of education against therequest letter of Seth Anandram Jaipuria Education Society as CSR contribution for thefinancial year 2018-19. The Annual Report on Corporate Social Responsibility activitiesforms part of this Board's Report is annexed as Annexure D'.
EXTRACT OF THE ANNUAL RETURN
In terms of provision of Section 134 (3) (a) of the Companies Act 2013 the extract ofthe Annual Return as provided under Sub section (3) of the Section 92 in form MGT-9 formspart of the Board's Report is annexed as Annexure - E'. The Annual Return maybe accessed on the company website i.e. www.ginnifilaments.com.
The Company has neither invited nor accepted any deposits from the public or itsemployees under section 73 of Companies Act 2013 and rules made thereunder during theyear under review.
DETAILS OF MATERIAL CHANGES AND COMMITMENTS
There is no significant and material order after March 31 2019 passed by any ofregulators court of law or tribunals impacting the going concern status of the company orimpacting its operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial controls system commensurate with the sizescale and complexity of its operation. The details have been included in the ManagementDiscussion and Analysis which is the part of this Board's Report.
M/s. Doogar & Associates Chartered Accountants (Firm Registration No. 000561 IN)Statutory Auditors of the Company were appointed as Auditor of the Company at 34thAnnual General Meeting held on August 5 2017 to hold office from the conclusion of 34thAGM until the conclusion of 3981 AGM. The requirement to place the matterrelating to appointment of auditors for ratification by Members at every AGM has been doneaway by the Companies (Amendment) Act 2017 with effect from May 7 2018. Accordingly noresolution is being proposed for ratification of appointment of statutory auditors at theensuing AGM and a note in respect of same has been included in the Notice for this AGM.
M/s. Doogar & Associates Chartered Accountants (Firm Registration No. 000561 IN)has furnished a certificate of their eligibility and consent under Section 139 and 141 ofthe Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as theAuditors of the Company for the FY 2019-20. In terms of the Listing Regulations theAuditors have confirmed that they hold a valid certificate issued by the Peer Review Boardof the ICAI.
The Auditors Report on the Audited Financial Statement of the Company for the yearended 31st March 2019 do not contain any qualification reservation or adverseremark so need not require any explanation or comment.
The Board of Directors on the recommendation of the Audit Committee has appointed M/sK. G. Goyal & Associates Cost Accountants (Firm Registration No. 000024) as CostAuditor to audit the cost accounts of the Company for the Financial Year 2019-20. Inaccordance with the provisions of Section 148 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 the remuneration payable to the cost Auditorsrequires ratification by the shareholders of the company.
The Cost accounts and records as required to be maintained under Section 148 (1) of Actare duly made and maintained by the Company.
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 of Directorshas appointed Mr. Praveen Rastogi Proprietor of M/s Praveen Rastogi and Co. CompanySecretary in practice as Secretarial Auditor of the Company to conduct the SecretarialAudit for the Financial Year ended March 312019. The Secretarial Audit Report is annexedas Annexure -F'.
The Secretarial Audit Report for the Financial Year ended on March 31 2019 issued bySecretarial Auditor do not contain any qualification reservation or adverse remark soneed not require any explanation or comment
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy technology absorption foreignexchange earnings and out-go in accordance with the requirement of the Section 134(3)(m)of the Companies Act 2013 read with rule 8 of the Companies (Account) Rules 2014 formspart of this Board's Report and is annexed as Annexure - G'.
REMUNERATION AND PARTICULARS OF EMPLOYEES
The information in accordance with the provisions of Section 197 of the Companies Act2013 read with rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure - H'.
Your Company is in compliance with the requirements and disclosures with respect to thereport of Corporate Governance as required under Regulation 34 read with Schedule V ofSEBI (LODR) Regulations As a listed company necessary measures are taken to comply withthe requirements of regulations of SEBI (LODR) Regulations 2015. A report on CorporateGovernance as stated above along with a certificate of compliance from the StatutoryAuditors M/s Doogar & Associates. Chartered Accountants forms part of this Board'sReport and is annexed as Annexure - 'I'.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has constituted committee under the sexual harassment of women at workplace(prevention prohibition and Redressal) Act 2013 and complied with the provisions of thesame.
The Company is committed to provide a safe and conducive work environment to itsemployees during the financial year. Your Directors further state that during thefinancial year there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
The Directors wish to convey their deep appreciation for the cooperation and assistancereceived from its stakeholders valued customers suppliers banks financialinstitutions government authorities and stock exchanges. The Directors also wish to placeon record their sincere appreciation of the devoted and dedicated services rendered by allExecutives Staff Members and Workmen of the Company.
| ||For and on behalf of the Board of Directors |
|Place : NOIDA (U.P.) ||SHISHIR JAIPURIA |
|Date :21st May 2019 ||Chairman & Managing Director |