TO THE SHAREHOLDERS
Your Directors have pleasure in presenting the 31st Annual Report together with AuditedBalance Sheet and Profit & Loss Account for the year ended 31st March 2018. Thehighlights of the financial results are as under:
|FINANCIAL RESULTS: || || |
(Rs. in crore)
| ||Standalone ||Consolidated |
|Particulars ||For the year ended March 31 ||For the year ended March 31 |
| ||2018 ||2017 ||2018 ||2017 |
|Total Revenue ||663.66 ||499.37 ||710.04 ||499.37 |
|Profit Before Tax ||11.01 ||8.56 ||12.63 ||8.50 |
|Less : Tax Expenses ||3.14 ||2.09 ||4.30 ||2.1 |
|Profit After Tax ||7.87 ||6.47 ||8.33 ||6.40 |
|Share of Profit of Asso- ciates /Joint Venture ||- ||- ||0.43 ||(1.10) |
|Profit for the Year ||7.87 ||6.47 ||8.76 ||5.30 |
|Add: Balance in profit and loss account (Adjusted) ||71.01 ||65.97 ||69.86 ||65.98 |
|Less: Other Compre- hensive Income ||- ||0.22 ||0.12 ||0.25 |
|Sub Total ||78.88 ||72.22 ||78.50 ||71.03 |
|Less: Appropriation: || || || || |
|Dividend ||1.01 ||1.01 ||1.01 ||1.01 |
|Tax on Dividend ||0.20 ||0.20 ||0.20 ||0.20 |
|Minority Interest ||- ||- ||0.12 ||(0.04) |
|Prior year adjustment ||- ||- ||(0.07) ||- |
|Closing balance in Retained Earnings ||77.67 ||71.01 ||77.24 ||69.86 |
Your Directors are pleased to recommend a Dividend of Rs. 1.60 per equity share i.e 16% (Previous Year Rs. 1.60 per equity share i.e. 16 %) per equity share of Rs. 10 eachfully paid up which will be paid in line with the applicable rules After your approval atthe ensuing Annual General Meeting.
TRANSFER TO RESERVE
The Company proposes to transfer Rs. 0.25 Crore to the General Reserve (p.y. Rs. 0.25Crores). An amount of Rs. 77.24 Crores is proposed to be retained on the Retained Earnings(p.y. Rs. 69.86 Crores).
During the year 2017-2018 total revenue of the Company on standalone basis is Rs.663.66 crores as compared to Rs. 499.37 crores in the previous year and on consolidatedbasis is Rs. 710.04 crores as compared to Rs. 499.37 crores in the previous year. TheProfit After tax on standalone basis is Rs. 7.87 Crores as compared to Rs. 6.47 crores inthe previous year and on consolidated basis is Rs. 8.76 Crores as compared to Rs. 5.30crores in the previous year. There is no material change in the nature of business of thecompany.
WIRE RODS & CONDUCTORS
During the year 2017-2018 Aluminium Division of the Company has contributed total Rs.702.31 Crores as compared to Rs. 494.86 Crores in the previous year in the total revenueof the Company.
During the year Mining Division of the Company has not carried out any activity.
Your Company has two Wind Turbine Generators (WTG) of total 2.75 Mega Watts Viz. (1)1.25 Mega Watts at Nandurbar Maharashtra (2)1.50 Mega Watts located at Sangli-Maharashtra.
Your Company also has four solar power plants of total 1.43 Mega Wattsviz. (1) 100 KWPat Pune-Maharashtra (2) 522 KWP at Bangluru -Karnataka (3) 403 KWP at Rewari- Haryana& (4) 403 KWP at Alwar-Rajasthan.
During the year the power segment of the company has contributed Rs. 3.25 crores in thetotal revenue of the Company as compared to Rs. 3.32 crores in the previous year.
CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinAfter referred to as "ListingRegulations") and applicable provisions of Companies Act 2013 read with the Rulesissued thereunder the Consolidated Financial Statements of the Company for the Financialyear 2017-18 have been prepared in compliance with applicable Accounting Standards and onthe basis of audited financial statement of the company and its subsidiary company asapproved by the respective Board of Directors.
The Consolidated Financial Statements together with the Auditors' Report form part ofthis Annual Report.
SUBSIDIARY AND JOINT VENTURE COMPANIES
The Company has two subsidiaries & one Joint Venture Company as on March 312018.There is no activity carried out during the year in subsidiary named Hind PowerProducts Pvt. Ltd. There has been no material change in the nature of the business of thesubsidiaries & Joint Venture Companies.
A separate statement containing the salient features of financial statements of allsubsidiaries of the company in prescribed Form AOC-1 forms a part of consolidatedfinancial statements in compliance with Section 129(3) and other applicable provisions ifany of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014.
The Company has formulated a Policy for determining Material Subsidiaries. The Policymay be accessed at: www.associatedgroup.com/hail/investors.htm
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of Companies Act 2013 with respect toDirectors' responsibility statement it is hereby confirmed that:
a. in the preparation of Annual Accounts the applicable accounting standards have beenfollowed 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 as at 31st March 2018 and of the profitof the Company for the said period;
c. the Directors have taken proper and suffiicient care of 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 have prepared the Annual Accounts on a going concern basis.
e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Shri Lalit Kumar Daga Chariman/ Director of the Company is liable to retire byrotation at the ensuing AGM and being eligible has offered himself for reappointment. ShriLalit Kumar Daga is a Commerce Graduate from the University of Kolkata. He has vastexperience of over 52 years in Aluminium Industries. He holds 595616 equity shares inthe Company & also hold directorship in another Listed Company viz. Nirav CommercialsLtd.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2018 are: Shri Shailesh Daga Managing Director Shri SudhirGoel Whole-Time Director Shri Mahendra Kumar Jain Chief Financial Officer and Ms.Sakshi Sharma Company Secretary.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they continue to meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Independent Directors haveconfirmed that they have complied with the Company's code of conduct.
MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. For details ofmeetings of the board please refer to the corporate governance report which forms part ofdirectors' report.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBIListing Regulations').
The performance of the board was evaluated by the board After seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.
The performance of the committees was evaluated by the board After seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual director on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent director performance of non-independent directorand the board as a whole was evaluated taking into account the views of executivedirectors and non-executive directors. The same was discussed in the board meeting thatfollowed the meeting of the independent director at which the performance of the boardits committees and individual director was also discussed. Performance evaluation ofindependent director was done by the entire board excluding the independent directorbeing evaluated.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other matterprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of directors' report.
INTERNAL FINANCIAL CONTROLS
The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.
The present auditors M/s Motilal & Associates (Firm Reg.No. 106584W) has giventheir unwillingness for their appointment as Statutory Auditors of the Company in theensuing 31st Annual General meeting due to their pre-occupation.
On the recommendation of the Audit Committee the Board of Directors have proposed toappoint M/s. Karnavat & Company (Firm Reg.No. 104863W) Chartered Accountants as thestatutory auditors of the Company for a period of five years from the conclusion of theensuing Annual General Meeting.
RISK MANAGEMENT POLICY
The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.
PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loans guarantees and investments have been disclosed in thefinancial statements of the Company.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis.
Your Directors draw attention of the members to Note no.34 of the financial statementwhich set out related party transactions. Information on transactions with related partiespursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts)Rules 2014 are given in Annexure -II in Form AOC-2 and the same forms part of thisreport.
The composition of the Audit Committee is in alignment with provisions of Section 177of the Companies Act 2013 read with the Rules issued thereunder and Regulation 18 of theListing Regulations. The members of the Audit Committee are financially literate and haveexperience in financial management.
The Audit Committee comprises of Shri Navinchandra Shah Shri Sundeep Mohta and ShriSudhir Goel.
All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure III of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. For other details regarding the CSR Committeeplease refer to the corporate governance report which forms part of this report.
The Company has established a robust Vigil Mechanism and a Whistle-blower policy inaccordance with provisions of the Act and Listing Regulations. The Vigil Mechanism andwhistle-blower policy is put on the Company's website and can be accessed at :www.associatedgroup.com/hail/investors.htm
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure IV to thisReport.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force) inrespect of Directors/employees of the Company is set out in the Annexure V of this report.
SECRETARIAL AUDITORS' REPORT
The Secretarial Audit Report for the financial year ended March 31 2018 relating toSecretarial Audit conducted by M/s Arun Dash & Associates Company Secretaries isannexed herewith marked as Annexure VI to this report.
Disclosure requirements As per SEBI Listing Regulations the Corporate GovernanceReport with the Auditors' Certificate thereon and the Management Discussion and Analysisare attached which form part of this report.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
There was no significant and material orders passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY:
Energy conservation continues to be an area of focus for the company. Initiatives tointegrate energy efficiency into overall operations are undertaken through designconsiderations and operational practices. The key initiatives towards conservation ofenergy were:
a. improved monitoring of energy consumption through smart metering and integrationwith building management systems;
b. setting internal targets for energy performance improvement and institution ofrigorous operational controls toward achieving these targets;
c. The Company is evaluating utilizing Wind & Solar energy as an alternate sourceof energy.
d. The Company has invested on energy conservation equipment.
TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION:
The Company continues to use the latest technologies for improving the productivity andquality of its services and products. The Company's operations do not require significantimport of technology.
RESEARCH AND DEVELOPMENT (R&D):
The Company is actively engaged in product upgradation design development and newproduct development. Since the expenditure incurred on research and development activitieswere not substantial no separate account for the same was being maintained.
FOREIGN EXCHANGE EARNING AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows:
Foreign Exchange Earnings & Outgo are provided in the Notes forming part of theAccounts.
The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2015 certifiedand the Company is committed to maintain and improve quality.
Disclosures under Sexual Harassment of Women at Workplace (Prevention prohibition& redressal) Act 2013:
The Company has in place the Policy on Prevention of Sexual Harassment at Workplace(POSH) in line with the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. No Complaint received by the Companyunder the said Act .
The Board of Directors wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year.
Further the Board sincerely conveys its appreciation for its customers shareholderssuppliers as well as vendors bankers business associates regulatory and governmentauthorities for their continued support.
| ||For and on behalf of the Board |
| ||Lalit Kumar Daga |
| ||Chairman |
|Place: Mumbai || |
|Date: 15th June 2018 || |