The Board of Directors are pleased to present the 32nd Annual Report of the Company forthe financial year ended 31st March 2019.
The Company's financial performance for the year ended 31st March 2019 issummarized below:
(Rs in crore)
| ||Standalone ||Consolidated |
|Particulars ||For the year ended March 31 ||For the year ended March 31 |
| ||2019 ||2018 ||2019 ||2018 |
|Total Revenue ||547.53 ||663.82 ||559.56 ||710.04 |
|Profit Before Tax ||4.76 ||11.01 ||0.45 ||12.63 |
|Less : Tax Expenses ||1.00 ||3.14 ||0.69 ||4.30 |
|Profit A_er Tax ||3.76 ||7.87 ||(0.24) ||8.33 |
|Share of Profit of Asso- ciates /Joint Venture ||- ||- ||2.62 ||0.43 |
|Profit for the Year ||3.76 ||7.87 ||2.38 ||8.76 |
|Add: Profit & loss brought forward from previous year ||77.67 ||71.01 ||77.24 ||69.86 |
|Other Comprehensive ||0.09 ||- ||0.09 ||(0.12) |
|Income/(Loss) || || || || |
|Sub-Total ||81.52 ||78.88 ||79.71 ||78.50 |
|Appropriation: || || || || |
|Dividend paid during the year ||(1.01) ||(1.01) ||(1.01) ||(1.01) |
|Tax on Dividend ||(0.20) ||(0.20) ||(0.20) ||(0.20) |
|Minority Interest ||- ||- ||0.42 ||(0.12) |
|Prior Year Adjustments ||(4.35) ||- ||(4.35) ||0.07 |
|Closing balance in Retained Earnings ||75.96 ||77.67 ||74.57 ||77.24 |
During the financial year 2018-2019 total revenue of the Company on standalone basis isRs.547.53 crores as compared to Rs.663.82 crores in the previous year and on consolidatedbasis is Rs.559.56 crores as compared to Rs.710.04 crores in the previous year. The Profitafter tax on standalone basis is Rs.3.76 Crores as compared to Rs.7.87 crores in theprevious year and on consolidated basis is Rs.2.38 Crores as compared to Rs.8.76 crores inthe previous year. There is no material change in the nature of business of the company
Your Directors are pleased to recommend a Dividend of Rs.0.50 per equity share i.e 5 %(Previous Year Rs.1.60 per equity share i.e.16 %) per equity share of `10 each fully paidup which will be paid in line with the applicable rules after your approval at the ensuingAnnual General Meeting.
TRANSFER TO RESERVE
The Company has not transferred any amount to the reserves during the current financialyear.
WIRE RODS & CONDUCTORS
During the year 2018-2019 Aluminium Division of the Company has contributed totalRs.551.58 Crores as compared to Rs.702.31 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.3.82 crores in thetotal revenue of the Company as compared to Rs.3.25 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 2010-11to 2017-18 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 2018-19 togetherwith the Auditor's 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 2019.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 salientfeatures of financial statements of all subsidiaries of the company are given in AnnexureI in prescribed Form AOC-1 forms a part of consolidated financial statements in compliancewith Section 129(3) and other applicable provisions if any of the Companies Act 2013read 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 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 2019 and of the profitof the Company for the said period;
c. the Directors have taken proper and sufficient 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 Appointments / Re-appointments
Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardof Directors at its meeting held on 29.11.2018 has appointed Mrs. Kiran Mundhra (DIN:07059160) as an Additional Independent Director in terms of Section 149 152 161Schedule IV and other applicable provisions if any of the Companies Act 2013 read withCompanies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modification(s) or re-enactments(s) thereof for the time being force) to holdoffice for a period of 5 (five) consecutive years not liable to retire by rotationsubject to the approval of the shareholders at the ensuing AGM.
Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardat its Meeting held on May 29 2019 has approved the re-appointment of ShriNavinchandra Shah and Shri Sundeep Mohta who are holding the office of IndependentDirectors for five consecutive years upto the conclusion of the 32nd Annual GeneralMeeting of the Company to be held in the calendar year 2019 are proposed to bere-appointed as Independent Directors of the Company not liable to retire by rotationfor their second term of five consecutive years with effect from the conclusion of the32nd AGM upto the conclusion of the 37th AGM of the Company to be held in the calendaryear 2024 and that the approval of shareholders are also sought for the appointment of ShriNavinchandra Shah even after completed the age of 75 years.
In accordance with the provisions of the Companies Act2013 and the Articles ofAssociation of the Company Shri Sudhir Goel Director of the Company is liable to retireby rotation at the ensuing AGM and being eligible has offered himself for re-appointment.Shri Sudhir Goel is a qualified Chartered Accountant and has over 36 years of experiencein Aluminium Industry. He is a Director of this company from the date of itsincorporation. He is looking after financial affairs of the company as a Whole-TimeDirector. He holds 3000 equity shares in the Company.
The Board of Directors on recommendation of the Nomination and Remuneration Committeehas recommended appointment / re-appointment of all the above Directors.
During the year under review due to pre-occupation and other assignment Mrs. RenuSomani resigned as an Independent Director of the Company w.e.f. 1st September 2018. TheBoard placed on record its appreciation for the valuable contribution and quality expertadvices given by her during her tenure as a Independent Director of the Company.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2019 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 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
Six meetings of the Board of Directors were held during the financial year 2018-19. Fordetails of meetings of the board please refer to the corporate governance report whichforms 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 directors on the basis of criteria such as the contribution of the individualdirectors 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 directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent director at which the performance ofthe board its committees and individual directors was also discussed. Performanceevaluation of independent directors was done by the entire board excluding theindependent directors being evaluated.
CORPORATE GOVERNANCE REPORT
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance forms anintegral part of this Annual Report.
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 controls and their adequacy are includedin the Management Discussion and Analysis which is a part of this report.
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.
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: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 arm's lengthbasis. There are no materially significant related party transactions that may havepotential conflict with interest of the Company at large. There are no person(s) orentities forming part of the Promoter(s)/Promoter(s) Group which individually hold 10% ormore shareholding in the Company.
Your Directors draw attention of the members to Note no.36 to the Standalone FinancialStatement which set out related party transactions. Information on transactions withrelated parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of theCompanies(Accounts) Rules 2014 are given in Annexure -II in Form AOC-2 and the same formspart of this report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return of the Company as on 31st March 2019 in Form MGT - 9in accordance with Section
92 (3) of the Act read with Companies (Management and Administration) Rules 2014 isavailable on the website of the Company at https://www.associatedgroup-investors.com andis set out in Annexure III to this Report.
The Audit Committee comprises Directors namely Shri Navinchandra Shah (Chairman) ShriSundeep Mohta and Shri Sudhir Goel.
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 of Shri Lalit Kumar Daga (Chairman) Shri Sudhir Goel andShri Navinchandra Shah. The brief outline of the corporate social responsibility (CSR)policy of the Company and the initiatives undertaken by the Company on CSR activitiesduring the year are set out in Annexure IV of this report in the format prescribed in theCompanies (Corporate Social 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 V of this report.
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 31st March2019 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 except the Company has not maintained employee benefits as per Ind AS 19.
The Company is required to maintain cost records for certain products as specified bythe Central Government under sub-section (1) of Section 148 of the Act and accordinglysuch accounts and records are made and maintained in the prescribed manner.
The Board of Directors of the Company on the recommendations made by the AuditCommittee has appointed Mr. Mohammad Asthaf Anathan Proprietor of Mohammad AsthafAnathan & Co Cost Accountants (Membership No. 42018) as the Cost Auditor of theCompany to conduct the audit of cost records of certain products for the financial year2019 - 20.
The remuneration proposed to be paid to the Cost Auditor subject to ratification bythe members of the Company at the ensuing 32nd AGM.
The Company has received consent from Mr. Mohammad Asthaf Anathan Propritor ofMohammad Asthaf Anathan & Co Cost Accountants to act as the Cost Auditor forconducting audit of the cost records for the financial year 2019-20 along with acertificate confirming their independence and arm's length relationship.
The Secretarial Audit Report relating to Secretarial Audit conducted by M/s Arun Dash& Associates for the financial year ended March 31 2019 under Companies Act 2013read with Rules made thereunder is set out in the Annexure VI to this report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark except the Company has submitted Annual financial result for financial year ended31.03.2018 to the stock exchange on 15.06.2018 which was beyond the prescribed time limitunder regulation 33 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. i.e 30.05.2018.
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
During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits)Rules 2014 (including any statutory modification(s) or re- enactment(s) thereof for thetime being in force).
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
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure VII to this Report.
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: 29th May 2019 || |