The Board of Directors are pleased to present the 34th Annual Report of theCompany for the financial year ended 31st March 2021.
The Companys financial performance for the year ended 31st March 2021 issummarized below:
(` in crore)
|Particulars ||Standalone For the year ended March 31 ||Consolidated For the year ended March 31 |
| ||2021 ||2020 ||2021 ||2020 |
|Total Revenue ||88.61 ||394.15 ||96.94 ||401.74 |
|Profit/(Loss) Before Tax ||(17.62) ||(7.96) ||(19.13) ||(14.18) |
|Less : Tax Expenses ||(4.30) ||(3.19) ||(4.59) ||(3.53) |
|Profit/(Loss) A_er Tax ||(13.32) ||(4.77) ||(14.54) ||(10.65) |
|Share of Profit/(Loss) of Associate Company ||- ||- ||(0.10) ||0.05 |
|Profit/(Loss) for the Year ||(13.32) ||(4.77) ||(14.64) ||(10.60) |
|Add: Profit & (Loss) brought forward from previous year ||69.78 ||75.96 ||64.82 ||74.57 |
|Other Comprehensive Income / (Loss) ||0.51 ||(0.07) ||0.52 ||(0.07) |
|Sub-Total ||56.97 ||71.12 ||50.70 ||63.90 |
|Appropriation: || || || || |
|Dividend paid during the year ||- ||(0.32) ||- ||(0.32) |
|Tax on Dividend ||- ||(0.06) ||- ||(0.06) |
|Minority Interest ||- ||- ||0.08 ||2.26 |
|Prior Year Adjustments ||- ||(0.96) ||- ||(0.96) |
|Closing balance in Retained Earnings ||56.97 ||69.78 ||50.62 ||(64.82) |
TheoutbreakofCOVID-19pandemichasledtoanunprecedented health crisis and has disruptedeconomic activities and global trade while weighing on consumer sentiments. During theyear under review the Government of India had imposed stringent nationwide lockdowns inphases which severely impacted manufacturing activities. Demand of Products of yourcompany was affected as key Aluminium consuming sectors struggled to operate amidstweakening economic activities working capital constraints shortage of manpower andlogistical issues.
During the financial year 2020-21 total revenue of the Company on standalone basis is _88.61 crores as compared to _ 394.15 crores in the previous year and on consolidated basisis _ 96.94 crores as compared to _ 401.74 crores in the previous year. The Profit/(Loss)after tax on standalone basis is _ (13.32) crores as compared to _ (4.77) crores in theprevious year and on consolidated basis is _ (14.64) crores as compared to _ (10.60)crores in the previous year. There is no material change in the nature of business of thecompany.
Considering the financial position of the company the Board of Directors have notrecommend any dividend for the financial Year 2020-21.
TRANSFER TO RESERVE
The Company has not transferred any amount to the reserves during the current financialyear.
WIRE RODS & CONDUCTORS
During the year 2020-21 Aluminium Division of the Company has contributed total _ 86.47Crores as compared to _ 385.76 Crores in the previous year in the total revenue of theCompany.
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 Watts viz. (1) 100KWP at Pune-Maharashtra (2) 522KWP 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 _ 1.74 crores in thetotal revenue of the Company as compared to _ 3.08 crores in the previous year.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with applicable provisions of the Companies Act 2013 read with InvestorEducation and Protection Fund (Accounting Audit Transfer and Refund)Rules 2016("IEPF Rules") all unclaimed dividends are required to be transferred by theCompany to the IEPF after completion of seven (7) years. Further according to IEPFRules the shares on which dividend has not been claimed by the shareholders for seven (7)consecutive years or more shall be transferred to the demat account of the IEPF Authority.The details relating to amount of dividend transferred to the IEPF and shares of theshareholders whose dividend had remained outstanding for a period of 7 years from 2012-13to 2018-19 are provided in the General Shareholders Information section to this AnnualReport.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Companies Act 2013 (hereinafter referred to as"the Act") Regulation 33 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"Listing Regulations") and applicable Accounting Standards the AuditedConsolidated Financial Statements of the Company for the financial year 2020-21 togetherwith the Auditors Report form part of this Annual Report.
SUBSIDIARY AND JOINT VENTURE COMPANIES
The Company has two subsidiaries & one joint venture company as on March 31 2021.There is no activity carried out during the year in subsidiary named Hind Power ProductsPvt.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 thesubsidiaries of the company in prescribed Form AOC-1 form a part of consolidated financialstatements in compliance with Section 129(3) and other applicable provisions if any ofthe 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: https://www.associatedgroup-investors.com.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) the Directors of the Company statethat:
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 2021 and of the profitof the Company for the said period;
c. the Directors have taken proper and su_icient care of the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 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
Appointments / Re-appointments
In accordance with the provisions of the Act and the Articles of Association of theCompany Shri Sudhir Goel Director of the Company is liable to retire by rotation at theensuing AGM and being eligible has offered himself for reappointment. Shri SudhirGoel is a qualified Chartered Accountant. He has vast experience of over 38 years inAluminium Industry.
Shri Shailesh Daga (DIN-00074225) is re- appointed as the Managing Director for a termof 3 years w.e.f. 1st June 2021 subject to shareholders approval at the ensuingAnnual General Meeting.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2021 are Shri Shailesh Daga Managing Director Shri MahendraKumar Jain Chief Financial O_icer and Ms. Sakshi Sharma Company Secretary.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of the Actread with the Schedules and Rules issued thereunder as well as clause (b) ofsub-regulation (1) of Regulation 16 of the Listing Regulations (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force). In terms ofRegulation 25(8) of the Listing Regulations the Independent Directors have confirmed thatthey are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties.
MEETINGS OF THE BOARD
Total Seven meetings of the Board of Directors were held during the financial year2020-21. For details of meetings of the board please refer to the corporate governancereport which forms part of this Annual 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 afterseeking inputs from all the directors on the basis of criteria such as the boardcomposition and structure effectiveness of board processes information and functioningetc. as provided by the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on January 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.
CORPORATE GOVERNANCE REPORT
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Practising Company Secretary on itscompliance forms an integral part of this Annual Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and othermatter provided in Section 178(3) of the Act has been disclosed in the corporategovernance report 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 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.
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 Companys website and can be accessedat:https://www.associatedgroup-investors.com.
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 arms lengthbasis. There are no materially significant related party transactions that may havepotential conflict with interest of the Company at large.
Your Directors draw attention of the members to Note no 36 to the Standalone FinancialStatement which set out related party transactions as per Ind As 24. As there were notransactions with related parties pursuant to section 134(3)(h) of the Act read with rule8(2) of the Companies(Accounts) Rules 2014 Nil details are given in Annexure -II in FormAOC-2 and the same forms part of this report.
The Annual Return for financial year 2020-21 as per provisions of the Act and Rulesthereto is available on the Companys website athttps://www.associatedgroup-investors.com
The Audit Committee comprises Shri Navinchandra Shah (Chairman / Member) Shri SundeepMohta and Shri Sudhir Goel are the members of the committee.
All the members of the Audit Committee are financially literate and have experience infinancial management.
During the year all the recommendations made by the Audit Committee were accepted bythe Board.
CORPORATE SOCIAL RESPONSIBILITY
The CSR Committee comprises Shri Lalit Kumar Daga (Chairman / Member) Shri Sudhir Goeland Shri Navinchandra Shah are the members of the committee.
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.
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 IV of thisreport.
AUDITORS AND AUDITORS REPORT Statutory Auditor:
M/s. Karnavat & Company Chartered Accountants was appointed as Auditors of theCompany for a term of 5 (five) consecutive years at the Annual General Meeting held onSeptember 27 2018. They have confirmed that they are not disqualified from continuing asAuditors of the Company. The Auditors Report for the financial year ended 31stMarch 2021 on the financial statements of the Company is a part of this Annual Report.The Independent Audit Report does not contain any qualification reservation or adverseremark.
M/s. Mohammad Asthaf Anathan & Co. Cost Accountants was appointed as cost auditorof the company for the financial year 2020-21 to conduct the cost audit of the Company.
The Secretarial Audit Report relating to Secretarial Audit conducted by M/s Arun Dash& Associates for the financial year ended March 31 2021 under the Companies Act 2013read with Rules made thereunder is set out in the Annexure V to this report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
Disclosure requirements As per SEBI Listing Regulations the Corporate GovernanceReport with the Practicing Company Secretary Certificate thereon and the ManagementDiscussion and Analysis are attached which form part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure VI to this Report.
There were no material changes and commitments affecting the financial position of yourCompany between end of financial year and the date of report.
Your Company has not issued any shares with differential voting.
There was no revision in the financial statements. Your Company has not issued anysweat equity shares. There is no change in the nature of business. During the year underreview your Company has not accepted any fixed deposits from the public falling underSection 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014. Thusas on March 31 2021 there were no deposits which were unpaid or unclaimed and due forrepayment.
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys operations in future.
There were no frauds reported by the Auditors u/s 143(12) of the Companies Act2013.
As per the requirement of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013 your Company has complied with provisions relatingto the constitution of Internal Complaint Committee under POSH. - There were no complaintsduring the year under review.
The Wire Rod & Conductor divisions of the Company are ISO 9001:2015 certified andthe Company is committed to maintain and improve quality.
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