We present our 58th Annual Report together with the Audited FinancialAccounts for the year ended March 31 2020:
1. Financial Results
| || ||(Rs. in Lakhs) |
|Financial Results ||As on March 31 2020 ||As on March 31 2019 |
|Revenue from Operations ||8299.84 ||10216.84 |
|Other Income ||1493.27 ||976.05 |
|Total Income ||9793.11 ||11192.89 |
|Profit before Finance Cost & Depreciation ||1954.01 ||1914.32 |
|Less- Finance Cost ||1.91 ||- |
|Less-Depreciation ||353.19 ||301.54 |
|Profit before taxes ||1598.91 ||1612.78 |
|Provision for taxation for the year (including deferred tax and Earlier year's income-tax adjustment) ||300.98 ||332.43 |
|Profit after Taxes ||1297.93 ||1280.35 |
The Directors recommend for consideration of the shareholders at the Annual GeneralMeeting payment of dividend of Rs. 1.80 per Equity Share of Re. 1.00 each for the yearended March 31 2020 as against Rs. 1.50 per Equity Shares of Re.1.00 each in the previousyear.
The revenue from operations of Rs. 8299.84 lakhs is 18.76% lower than last year'srevenue from operations of Rs. 10216.84 Lakhs. The net profit of Rs. 1297.93 is more1.37% as compared to last year's net profit of Rs. 1280.35 lakhs.
The growth in sectors like automotive metals engineering and other manufacturingsectors where the Company's offer its products/solution are not noticeable in currentfinancial year and as such investment in capital goods and heavy industries is still topick up. The Company is working on adding new/enhanced product lines in existingportfolio enlarging its range and reach in market and cost control.
The Company's 4 Windmills produced 65.11 Lakhs units of energy in the current year asagainst 70.80 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 Shri Nirav Nayan 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. His Brief profilehas been given in Corporate Governance Report.
During the year under review the Board of Directors on recommendation of theNomination and Remuneration Committee re-appointed Smt Shruti Jatia and Shri Vandan Shahas an Independent Director on the Board of Directors of the Company in accordance withSection 149(4) of the Act with effect from November 11 2019 and February 6 2021respectively to hold office for second term of 5 (five) consecutive years subject toapproval of ensuing Annual General Meeting of the Company. Brief profile of both Directorsare given in Corporate Governance Report
Shri Kiran Mukadam was appointed as a Company Secretary and Compliance Officer witheffect from May 25 2019 in place of Shri Mahesh Kumar Sharma's who resigned on May 242019.
5. 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. The terms and conditions of appointment of the Independent Directors areplaced on the website of the Company.
In compliance with the requirement of Listing Regulations the Company has put in placea familiarisation programme for the independent directors to familiarise them with theirrole rights and responsibility as directors the working of the Company nature of theindustry in which the Company operates. The details of familiarisation programme areexplained in the Corporate Governance Report
A) Statutory Auditor
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 August 92017. The statutory auditors of the Company shall hold office from the conclusion of the55th AGM of the Company till the conclusion of the 60th AGM. The Audit Report forFY2019-20 is unmodified i.e. it does not contain any qualification reservation oradverse remark.
B) Cost Auditor:
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 2020-21 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 Auditor:
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/sDeloitte Touche Tohmatsu India LLP. The Audit Committee of the Board of Directorsperiodically reviews the adequacy and effectiveness of the internal control systems andsuggests improvements to strengthen the same. The Company has policies and procedure inplace 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 2020 have beendisclosed as per Schedule III of the Companies Act 2013.
The financial statements up to year ended March 31 2020 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
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 of the Companies Act2013 is 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 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 of the companies Act 2013 are provided in the annexedCorporate Governance Report.
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. Business Responsibility Report
SEBI expands the ambit of Business Responsibility Reporting (BRR) to top 1000 listedCompanies by notification No. SEBI/ LAD-NRO/GN/2019/45 dated 26.12.2019. Your Companybeing one of such top 1000 listed entities has included first BRR as part of the AnnualReport describing initiatives taken from an environmental social and governanceperspective. As a green initiative the BRR for financial year 2019-20 has been hosted onthe website of the Company- www.indef.com. Physical copy of the BRR will be made availableto any members on request.
18. 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 lakhper annum. The details of his remuneration are given under MGT 9 - Point VII- Remunerationdetails of Directors and Key Managerial Personnel.
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.
19. 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.
20. Number of Meetings of the Board and Audit Committee
During the year four Board Meetings and four Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report.
21. 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.
22. 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 AuditCommittee for approval. Omnibus approval was obtained on a yearly basis for transactionswhich are of repetitive nature. Transactions entered into pursuant to omnibus approval areverified and a statement giving details of all Related Party Transactions are placedbefore the Audit Committee and the Board for review and approval on a quarterly basis. Thepolicy on Related Party Transactions as approved by the Board is placed on the Company'swebsite www.indef.com.
23. 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.
24. 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.
25. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure B"
26. 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.
III) Annual report under the Companies (Corporate Social Responsibility Policy) Rules2014:
1. A brief outline of the Company's CSR policy including overview of projects orprogrammes proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programmes
The Corporate Social responsibility (CSR) activities of Bajaj Group are guided by thevision and philosophy of its Founding Father late Shri Jamnalalji Bajaj who embodied theconcept of Trusteeship in business and common good and laid the foundation for ethicalvalue-based and transparent functioning. The objective of CSR policy is to undertake CSRactivities to do overall good to the community with special emphasis on activities forthe benefit of the poor and needy sections of the society. The CSR Policy is placed onwww.indef.com. CSR policy gives an overview of the projects or programmes which areproposed to be undertaken by the Company in the coming years.
2. Composition of the CSR Committee:
The CSR committee of the Board is responsible for overseeing the execution of theCompany's CSR policy. The composition of CSR Committee as on the date of Director's Reportis as follows:
a. Shri Shekhar Bajaj-Chairman
b. Shri H A Nevatia- Member
c. Smt Shruti Jatia- Member (Independent Director)
3. Average net profit of the Company for last three financial years: Rs102708772/-
4. Prescribed CSR Expenditure for FY 2019-20 (2% of the amount as in item '3' above): Rs.2054175/-
5. Details of CSR spent during the financial year 2019-20:
a) Total amount spent for the financial year : Rs. 2524376
b) Amount un-spent: NIL
Manner in which the amount spent during the financial year is detailed below:
| || || || || || ||(Rs. in Lakhs) |
|SN ||CSR Project/ Activity ||Project/ Activity Sector ||Location of the Project ||Amount approved for the year ||Amount spent direct/ overhead during the year ||Cumulative expenditure upto reporting period |
|1. ||Krida- Vikas Phase III ||Generating interest in sports within the upcoming generation through providing training and other facilities giving sports scholarship specially remote area ||15 Villages in Karjat Raigad Area ||28.17 ||16.41 ||16.36 |
|2. ||Nana- Nani Park ||To provide public garden with a moto of a good green hub health and enjoyment model ||Khalapur City ||28.58 ||8.47 ||8.47 |
|3. ||Tree Plantation at Khalapur Karjat Area ||Tree Planting activity [600 samplings] ||Karjat & Khalapur ||2.15 ||0.36 ||0.86 |
| || || || ||45.32 ||25.24 ||25.69 |
Note- Each project is implemented plan wise directly and with the help of HerculesHoists Charitable Trust and funds are released post monitoring the completion of eachphase
|Shekhar Bajaj ||H A Nevatia |
|Chairman ||Whole-time Director |
|(DIN No. 00089358) ||(DIN No. 00066955) |