We present our 57th Annual Report together with the Audited FinancialAccounts for the year ended March 31 2019:
1. Financial Results
| || ||(Rs. in Lakhs) |
|Financial Results ||As on March 31 2019 ||As on March 31 2018 |
|Revenue from Operations ||10216.84 ||7707.73 |
|Other Income ||976.05 ||980.69 |
|Total Income ||11192.89 ||8688.42 |
|Profit before Finance Cost & Depreciation ||1914.32 ||1365.58 |
|Less- Finance Cost ||- ||3.80 |
|Less-Depreciation ||301.54 ||292.23 |
|Profit before Taxes ||1612.78 ||1069.55 |
|Provision for Taxation for the year (including Deferred tax and earlier year's Income-Tax adjustment ) ||332.43 ||91.15 |
|Profit after Taxes ||1280.35 ||978.40 |
The Directors recommend for consideration of the shareholders at the Annual GeneralMeeting payment of dividend of Rs. 1.50 per Equity Share of Re.1.00 each for the yearended March 31 2019 as against Rs. 1.25 per Equity Shares of Rs.1.00 each in the previousyear.
The revenue from operations of Rs.10216.84 Lakhs is 32.55% more than last year'srevenue from operations of Rs. 7707.73 Lakhs. The net profit of Rs. 1280.35 Lakhs is30.86% more as compared to last year's net profit of Rs. 978.40 Lakhs.
The implementation of Theory of Constraints (ToC) on based demand and supply managementsystem model adopted by the Company since the last two years is progressing satisfactorilyand has helped bring improvement in the operating processes for improved customer andsupplier management and working capital. The Companies is actively working on adding new /enhanced product lines in its portfolio. This should help the Company in offering animproved range of the products going forward.
The Company's 4 Windmills produced 70.80 Lakhs units of energy in the current year asagainst 54.04 Lakhs units of energy produced in the previous year.
4. Directors and Key Managerial Personnel-Changes
As per section 152 (6) of the Companies Act 2013 Mr. Shekhar Bajaj is liable toretire by rotation at the ensuring Annual General Meeting and being eligible offerhimself for re-appointment. The Board recommends his re-appointment for the considerationof the Members of the Company at the forthcoming Annual General Meeting. Brief profile ofMr. Shekhar Bajaj has been given in Corporate Governance Report.
During the year under review the Board of Directors on recommendation of theNomination and Remuneration Committee re-appointed Mr. Gaurav Vinod Nevatia as anIndependent Director on the Board of Directors of the Company in accordance with Section149(4) of the Act with effect from April 1 2019 to hold office for term of 5 (five)consecutive years subject to approval of the ensuing Annual General Meeting of theCompany. His brief profile has been given in Corporate Governance Report.
Further the Board of Directors on recommendation of the Nomination and RemunerationCommittee appointed Mr. Niravnayan Niraj Bajaj as an Additional Director with effect fromJune 5 2019 In terms of Section 161 of the Act. He holds office up to the date of ensuingAnnual General Meeting. The Company has received requisite notice in writing from a memberproposing him for the office of Director. Accordingly the Board recommends the resolutionin relation to appointment of Mr. Niravnayan Bajaj as a Non-executive Director for theapproval by the members of the Company. His brief profile has been given in the CorporateGovernance Report.
Being pre-occupied with other activities Mr. Kishorilal Jhunjhunwala Mr. Klaus Ubeland Mr. Naresh Chandra expressed their desire to step down from the Directorship of theCompany with effect from March 31 2019. The five-year tenure of Mr. Vinaya Mehrotra andMr. Mukul Upadhyay Independent Directors ended on March 31 2019. The Board places onrecord its deep appreciation for the services rendered by them during their tenure asDirector and Member of various Committees of the Board of Directors of the Company.
5. Declaration by Independent Directors
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013. In the opinion of the Board theIndependent Directors fulfil the conditions of independence specified in Section 149(6)of the Act and Regulation 16(1) (b) of the Listing Regulations. The Independent Directorshave also confirmed that they have complied with the Company's Code of Business Conduct& Ethics.
A) Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethereunder the auditors of the Company M/s. Kanu Doshi Associates LLP CharteredAccountants Mumbai were appointed as Statutory Auditors of the Company for a period offive consecutive years at the Annual General Meeting (AGM) of the Members held on August9 2017 on a remuneration mutually agreed upon by the Board of Directors and the StatutoryAuditors.
Their appointment was subject to ratification by the Members at every subsequent AGMheld after the AGM held on August 9 2017. Pursuant to the amendments made to Section 139of the Companies Act 2013 by the Companies (Amendment) Act 2017 effective from May 72018 the requirement of seeking ratification of the Members for the appointment of theStatutory Auditors has been withdrawn from the Statute. Hence the resolution seekingratification of the Members for continuance of their appointment at this AGM is not beingsought. There is no audit qualification reservation or adverse remark for the year underreview.
B) Cost Auditors
Pursuant to Section 148 of the Companies Act 2013 and rules made thereunder the Boardof Directors had on the recommendation of the Audit Committee appointed M/s R Nanabhoy& Co. Cost Accountants to audit the cost accounts of the Company for the financialyear 2019-20 at a remuneration of Rs. 45000/-plus GST reimbursement of out-of pocketexpenses subject to ratification by the shareholders at ensuing Annual General Meeting.Accordingly a Resolution seeking Members' ratification for the remuneration payable toCost Auditors is given in the notice.
C) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rule madethereunder the Company has appointed M/s S N Ananthasubramaniam & Co CompanySecretaries to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit Report is annexed herewith as "Annexure C". There is nosecretarial audit qualification for the year under review.
7. Significant and Material orders passed by the Regulators or Court
During the year in review there were no significant and material orders passed by theRegulators or Courts or Tribunals which may impact the going concern status of theCompany and its operations in future.
8. Internal Control over system and financial reporting
The Company's internal control system is commensurate with its size scale andcomplexities of its operations. The internal and operational audit is entrusted to M/sAneja Associates a firm of Chartered Accountants. The Audit Committee of the Board ofDirectors periodically reviews the adequacy and effectiveness of the internal controlsystems and suggests improvements to strengthen the same. The Company has policies andprocedure in place for reliable financial reporting.
9. Material Changes & Commitments
There have been no material changes and commitments affecting the financial positionof the company which have occurred between the end of the financial year of the companyand the date of this report.
10. Presentation of Financial Results
The financial results of the Company for the year ended March 31 2019 have beendisclosed as per Schedule III of the Companies Act 2013.
The financial statements up to year ended March 31 2019 were prepared in accordancewith the accounting standards notified under Companies (Accounting Standard) Rules 2006 asamended and other relevant provisions of the act.
The annexed financial statements comply in all material aspects with Indian AccountingStandards (IND AS) notified as per Companies (Indian Account Standard) Rules 2015 undersection 133 of the Companies Act 2013 and other relevant provisions of the act.
11. Risk Management Policy
Risk Management is embedded in your Company's operating framework. The Risk Managementframework is reviewed periodically by the Board and the Audit Committee. Information onthe development and implementation of a risk management framework for the company is givenunder Management Discussion and Analysis.
12. Corporate Social Responsibility (CSR)
Detailed information on CSR Policy developed and implemented by the Company on CSRinitiatives taken during the year pursuant to section 134&135 ofthe Companies Act 2013is given in the "Annexure A".
13. Directors' Responsibility Statement
As required under section 134(3)(c) of the Companies Act 2013 Directors to the bestof their knowledge and belief state that-
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
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.
14. Vigil Mechanism
The details of the Vigil Mechanism Policy covered under the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are explained inthe Corporate Governance Report and also posted on the website of the Company.
15. Directors' Remuneration Policy and Criteria for matters under section 178
Information regarding Directors' Remuneration Policy & criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of Section 178 are provided in the annexed Corporate GovernanceReport.
16. Corporate Governance
Detailed reports on matters relating to Corporate Governance and Management Discussionand Analysis Report under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are annexed as part of this Annual report together with the report ofPracticing Company Secretary on its compliance thereon.
17. Particulars of Employees
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. The Company had one employee who wasemployed throughout the year and were in receipt of remuneration more than Rs. 102 Lakhsper annum.
In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the Members at the Registered Office of the Companyduring business hours on working days of the Company up to the date of the ensuing AnnualGeneral Meeting.
18. Particulars of Loans Guarantees or Investments
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in note No. 8 13 and 17 to the FinancialStatements.
19. Number of Meetings of the Board and Audit Committee
During the year five Board Meetings and four Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report.
20. Formal Annual Evaluation of the performance of Board its Committees and Directors
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance Board as a whole and Committees. The mannerin which the evaluation has been carried out has been explained in the CorporateGovernance Report.
21. Related Party Transactions
All transactions entered with Related Parties for the year under review were on arm'slength basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is notrequired. There were no materially significant related party transactions made by theCompany with Promoters Directors and Key Managerial Personnel which may have a potentialconflict with the interest of the Company. All related party transactions are mentioned inthe notes to the accounts.
All Related Party Transactions are placed before the Audit Committee for approval.Omnibus approval was obtained on a yearly basis for transactions which are of repetitivenature. Transactions entered into pursuant to omnibus approval are verified and astatement giving details of all Related Party Transactions are placed before the AuditCommittee and the Board for review and approval on a quarterly basis. The policy onRelated Party Transactions as approved by the Board is placed on the Company's websitewww.indef.com.
22. Prevention Prohibition and Redressal of Sexual Harassment of Women at Workplace
The Company has in place an Anti-Sexual Harassment Policy and Internal ComplaintsCommittee (ICC) to redress complaints received regarding sexual harassment in line withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. All employees are covered under this policy. Therewere no Complaints received during the year.
23. Energy Conservation Technology Absorption and Foreign Exchange Earning and Outgo
The information on conservation of energy technology absorption foreign exchangeearning and outgo etc. to the extent applicable stipulated under section 134 (3) (m) ofthe Companies Act 2013 read with Rule no. 8 of the Companies (Accounts) Rules 2014 isset out in "Annexure A' annexed hereto.
24. Extract of Annual Return
The details forming part ofthe extract ofthe Annual Return in form MGT 9 is annexedherewith as "Annexure B"
25. Industrial Relations
The relationship with the employees continued to remain cordial during the year.
Your Directors take this opportunity to thank the Banks Government authoritiesRegulatory authorities Stock exchanges Employees and all Stakeholders for theircontinued co-operation and support to the Company.
| ||On behalf of the Board of Directors |
| ||Shekhar Bajaj |
|Dated : 24/05/2019 ||Chairman |
|Place : Mumbai ||(DIN No. 00089358) |