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Inflame Appliances Ltd.

BSE: 541083 Sector: Consumer
NSE: N.A. ISIN Code: INE464Z01017
BSE 00:00 | 10 Aug 111.35 -11.65
(-9.47%)
OPEN

110.80

HIGH

112.00

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110.70

NSE 05:30 | 01 Jan Inflame Appliances Ltd
OPEN 110.80
PREVIOUS CLOSE 123.00
VOLUME 3000
52-Week high
52-Week low
P/E 32.37
Mkt Cap.(Rs cr) 67
Buy Price 110.70
Buy Qty 1000.00
Sell Price 120.00
Sell Qty 1000.00
OPEN 110.80
CLOSE 123.00
VOLUME 3000
52-Week high
52-Week low
P/E 32.37
Mkt Cap.(Rs cr) 67
Buy Price 110.70
Buy Qty 1000.00
Sell Price 120.00
Sell Qty 1000.00

Inflame Appliances Ltd. (INFLAMEAPPLIAN) - Director Report

Company director report

To The Shareholders

Your Directors have pleasure in presenting the 2nd (Second) Annual Report together withthe Audited Financial Statements of your Company for the financial year ended March 312019. 1. FINANCIAL RESULTS:

The Company’s financial performance for the year ended March 31 2019 issummarized as below: (Amount in Rs.)

Particulars Current Year 2018-19 Previous Year 2017-18*
Revenue from operations 551104756 89907038
Other income (net) 9417167 69999
Total Income 560521923 89977037
Less:
Operating & Administrative expenses 517320691 84653552
Profit Before Depreciation 43201232 5323485
Interest & Tax Less:
Depreciation and amortization expense 12036787 1198256
Finance costs 2672904 184004
Profit before exceptional item and tax 28491541 3941224
Exceptional item 0.00 0.00
Profit before tax (PBT) 28491541 3941224
Tax expense 7874746 898937
Profit after tax for the year (PAT) 20616795 3042287
EPS (Rs.) 3.44 0.76

• Our Company was incorporated on November 14 2017 by conversion of partnershipfirm M/s Techno Engineering Corporation which was formed in the year 2010. The financialperformance mentioned above belongs to the period after incorporation of Company.

2. OPERATION & REVIEW:

Your Company witnessed a steady improvement in growth as compared to the previousFinancial Year. All our segments registered a decent double-digit growth. The financialgrowth of the Company is as follows:

Revenue (Net) Up by 72% to Rs.5511 Lakhs in FY 19 against RS 3212 Lakhs inFY 18.

EBITDA including other income grew by 126% to Rs.432 Lakhs FY19Vs Rs.191Lakhs in FY18.

EBITDA margin Improved by 180 basis points to 7.7% in FY19 Vs 5.9% in FY18.

PBT grew by 85% to Rs.285 Lakhs in FY19Vs Rs.154 lakhs in FY18.

PAT grew by 66% grew to Rs.206 Lakhs Vs Rs.124 Lakhs in FY18.

EPS by 66% to Rs.3.44 in FY19 against Rs.2.07 in FY18.

ROCE Stand at 18% & ROE stand at 17% for FY19.

Detailed report on operations of and structure of Business of the Company has beenincluded in Management Discussion and Analysis Report which forms part of this AnnualReport.

3. RISK MANAGEMENT AND INTERNAL CONTROL

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. The Company at regular intervalsmonitors the financial operational legal risk to the Company through procedures likeaudit inspections etc.

There is no risk which in the opinion of the Board may threaten the existence of theCompany. The internal financial controls are adequate and are monitored at regularintervals.

4. DIVIDEND

The Board of Directors have recommended payment of Rs. 0.50 (Fifty Paisa only) perequity share of the face value of Rs. 10 (Rupee Ten only) each as final dividend for thefinancial year 2018-19 which translate to a healthy 14.55% Dividend pay-out ratio for theapproval of the shareholders at the ensuing Annual General Meeting (‘AGM’) ofthe Company.

5. SHARE CAPITAL

During the financial year 2018-19 the Company has allotted 2000000 equity shares ofRs. 10/- each through a Bonus Issue to award our patron Shareholders. This will also pavethe way for Company to meet Capital Criteria for Migration to Main Board of BSE.

6. USE OF PROCEEDS

Objects as mentioned in the Prospectus Amount Allocated Amount Utilised Balance as on Deviation (if any)
(In Lakhs) (In Lakhs 31.03.2019
Working Capital Requirements 250.00 250.00 Nil Not Applicable
Capital Expenditure 300.00 300.00 Nil Not Applicable
General Corporate Expenses 28.00 28.00 Nil Not Applicable

7. TRANSFER TO RESERVES

The Company has transferred the Profit to the General Reserve account during thereporting period.

8. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review there is no unpaid/unclaimed dividend which is requiredto transfer in IEPF (Investor Education and Protection Fund) as per the provisions of theCompanies Act 2013.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A Separate report on Management Discussion and Analysis Report as required underregulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 has been presented in a separate section forming part of this Annual Report.

10. CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the year underreview.

11. HUMAN RESOURCE DEVELOPMENT

The Company sees its employees as critical to the future and believes that everyemployee needs to possess apart from competence capacity and capabilities sustainablevalues current and contemporary which would make them useful and relevant and competitivein managing the change constructively for overall growth of the organization. To this endthe company’s approach and efforts are directed towards creating a congenial workatmosphere for individual growth creativity and greater dedicated participation inorganizational development. The Company believes that the success of an organizationlargely depends on the quality of its workforce. Employee relations remained cordial andpeaceful throughout the year.

12. QUALITY INITIATIVES:

The Company is committed to the highest level of quality and continuous improvementprogramme are organized at all the level. We are having Quality Approval from thedepartment of BIS (Bureau of Indian Standard) and our products are per specification andstandards set by the Department. Our Company is IS 4246:2002 certified company by theindependent originations.

13. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary companies. Hence Your Company is not requiredto present the consolidated financial statement as per the requirement of the provision ofSection 136 of the Companies Act 2013.

14. MATERIAL CHANGES AND COMMITMENTS

There is no material change and commitments affecting the Financial Position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relates and the date of the report.

15. PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The details of programme for familiarization of independent directors of the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company’s website www.inflameindia.com

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Dinesh Kaushik Whole Time Director is liable to retire by rotation at theforthcoming Annual General Meeting and being eligible offer himself for re- appointment.

Brief profile of retiring director is given in the Notice of Annual General Meeting.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with rules made there under.

CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY

Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Amit KaushikChief Financial Officer and Mr. Abhimanyu Company Secretary were formalized as the KeyManagerial Personnel of the Company. Mr. Abhimanyu has resigned w.e.f. May 15 2019.

Presently Ms. Harpreet Parashar is appointed as Company Secretary w.e.f June 03 2019.

17. NUMBER OF MEETINGS OF THE BOARD

Nine (9) meetings of the board were held during the year. For details of the meetingsof the board please refer to the Corporate Governance Report which forms part of thisreport.

18. BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors by seeking their inputs on various aspects of Board/CommitteeGovernance. The evaluation covered functioning and composition of the Board and itscommittees understanding of the roles and responsibilities experience competenciesparticipation at the Board and Committee meetings corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined processcovering the areas of the Boards functioning viz. composition of the Board and Committeesunderstanding of roles and responsibilities experience and competencies contribution atthe meetings etc.

19. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the requirement of Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy on appointment of Directors including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other senior management has been disclosed in thecorporate governance report which forms part of this report.

20. AUDIT COMMITTEE

During the year under review the Company constituted the Audit Committee and theprimary objective is to monitor and supervise the financial reporting to ensure accurateand timely disclosures transparency integrity and quality of financial reporting. As ofthe date of this report the audit committee is comprised of Mr. Akshay

Kumar Vats (Chairman) Mrs. Smita Bhandari (Member) and Mr. Aditya Kaushik (Member).

21. EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protectits assets as well as to improve the overall productivity of its operations. All thetransactions are properly authorized recorded and reported to the management. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The detailed process of review not onlyensures reliability of control systems and legal compliances with applicable legislationdefined policies and processes but also reviews efficiency of systems and ensuressafeguarding of tangible and intangible assets.

22. STATUTORY AUDITORS

M/s Gandhi Minocha & Co. are our Statutory Auditors for a period of five years.

23. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Ms. AmitKumar Company Secretary in practice to undertake the Secretarial Audit of the Company forthe year under review. The Board has duly reviewed the Secretarial Auditor’s Reportand the comments appearing in the report are self-explanatory and do not call for anyfurther explanation by the Board of Directors as provided under section 134 of the Act.The Secretarial Audit Report is annexed herewith as "Annexure–IV".

24. SECRTARIAL AUDITORS OBSERVATION

1. There was a delay in filing of E-form CHG-1 (Creation and Modification of Charge)with the Registrar of Companies as per Section 77 78 and 79 of the Companies Act 2013.

Management Reply

1. Due to oversightness of Secretarial Department there was delay in fling of saide-form Management of the Company assure you that effective and efficient steps will betaken by the Company to Comply all the compliances within the stipulated time period.

25. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

26. VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per the provisions of Section 177 (9) & (10) of the Companies Act 2013 readwith Regulation 22 of Securities and Exchange Board Of India (Listing Obligations andDisclosure Requirements) Regulations 2015 your Company has a Whistle Blower Policy witha view to provide vigil mechanism to Directors employees and other stakeholders todisclose instances of wrong doing in the workplace and report instances of unethicalbehaviour actual or suspected fraud or violation of the Company’s code of conduct orethics policy. The Whistle Blower Policy also states that this mechanism should alsoprovide for adequate safeguards against victimization of Director(s)/ Employees who availof the mechanism and also provide for direct access to the Chairman of the Audit Committeein exceptional cases.

27. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.

During the Financial Year 2018-19 the Company has not received any complaints ofsexual harassment.

28. TRANSACTIONS WITH RELATED PARTIES

Pursuant to the provisions of Section 134 (3) read with Section 188 (2) of theCompanies Act 2013 details of transaction for the year under review are given in FormAOC-2 as Annexure–III to this report and in the section on Related Party Transactionsin Corporate Governance Report.

29. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as perprovisions of Companies Act 2013 and rules there to be annexed to this report as"Annexure – II".

30. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company will be provide upon request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employee’s particulars which is available for inspectionby members at the registered office of the Company during the business hours on allworking days of the Company up to the date of ensuing Annual General Meeting of theCompany. If any member is interested in inspection the same the member may write to theCompany Secretary in advance.

31. PARTICULARS OF REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company will be provide upon request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employee’s particulars which is available for inspectionby members at the registered office of the Company during the business hours on allworking days of the Company up to the date of ensuing Annual General Meeting of theCompany. If any member is interested in inspection the same the member may write to theCompany Secretary in advance.

32. DEPOSITS FROM PUBLIC

Your Company has not accepted any Fixed Deposits as defined under Section 73 of theCompanies Act 2013 and rules framed thereunder.

33. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended 31st March 2019 and state that: (i)in the preparation of the annual financial statements applicable accounting standardshave been followed and there are no material departures from the said standards; (ii) suchaccounting policies have been selected and applied consistently and judgments andestimates made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company as at March 31 2018 and of the profit of the company forthe year ended on that date; (iii) proper and sufficient care has been taken formaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for prevention and detection of fraud andother irregularities; (iv) the annual financial statements have been prepared on a goingconcern basis; (v) proper internal financial controls are in place and are adequate andare operating effectively; and (vi) the systems to ensure compliance with the provisionsof all applicable laws are in place and are adequate and operating effectively.

34. CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under the criteria as mentioned in the Section 135 of theCompanies Act 2013 and rules made thereof which specifies the requirement of forming theCorporate Social Responsibility Committee.

35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY:

Details of the energy conservation technology absorption and foreign exchange earningsand outgo are annexed to this report as "Annexure – I".

36. ‘THINK GREEN GO GREEN’ INITIATIVE

The Companies Act 2013 permits companies to send documents like Notice of AnnualGeneral Meeting Annual Report and other documents through electronic means to its membersat their registered email addresses besides sending the same in physical form.

As a responsible Corporate Citizen the Company has actively supported theimplementation of ‘Green Initiative’ of Ministry of Corporate Affairs (MCA) andeffected electronic delivery of Notices and Annual Reports to those shareholders whoseemail ids were already registered with the respective Depository Participants (DPs) andwho have not opted for receiving such documents in physical form. The intimation ofdividends (interim/final) is also being sent electronically to those shareholders whoseemail ids are registered.

Members who have not registered their e-mail addresses so far are requested toregister their e-mail address with the Registrar and Share Transfer agent (R&TA) ofthe Company/Depository participant (DP) of respective member and take part in the GreenInitiative of the Company for receiving electronic communications and support the"THINK GREEN GO GREEN" initiative.

Further pursuant to Section 108 of the Companies Act 2013 read with Rule 20 of theCompanies (Management and Administration) Rules 2014 the Company is providing e-votingfacility to all members to enable them to cast their votes electronically in respect ofresolutions set forth in the Notice of Annual General Meeting (AGM). The detailedinstructions for e-voting are provided in the Notice of AGM.

37. OTHER DISCLOURES

The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings;

There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future;

Auditors of the Company have reported any fraud as specified under the secondproviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force);

The Company does not have any scheme or provision of money for the purchase of itsown shares by employees/ Directors or by trustees for the benefit of employees/ Directors;and

Your Company got the Listing approval from BSE Limited on 16th day of March 2018However Corporate Identification Number of the Company still represent that it is unlistedCompany. Your Directors have filed the required documents with Registrar of Companies NCTof Delhi & Haryana to update the CIN of Company.

The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

During the year under review your Company has passed resolution through postalballot for shifting of registered office from the state of Himachal Pradesh to HaryanaIncrease the Authorised Share Capital and Issue of fully paid up bonus shares in theproportion of 1 (One) new fully paid up equity shares of Rs. 10/- (Rupees Ten Only) forevery 2 (Two) existing fully paid up equity shares of Rs. 10/- (Rupees Ten Only).

38. ACKNOWLEDGEMENT

We thank our customers vendors dealers investors business associates and bankersfor their continued support during the year. We place on record our appreciation of thecontribution made by employees at all levels.

For and on behalf of the Board of
Inflame Appliances Limited
Reg. Office: Sd/-
Khewat Khatoni No. 45/45 Dinesh Kaushik
Khasra No. 942/855/1 Village Kalyanpur Tehsil-Baddi Whole Time Director
Baddi Solan HP 173205 DIN: 07971536
Sd/-
Place: Baddi (H.P.) Aditya Kaushik
Dated: June 03 2019 Chairman & Managing Director
DIN: 06790052

 

ANNEXURE TO BOARD’S REPORT
ANNEXURE –I
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy; The Company has adopted the system of shutting down the electrical machineries and appliances when not in use to avoid unnecessary waste of energy. New investment in machines is being considered with an idea to have reduction of consumption of energy. The impacts of measures taken are not precisely ascertainable.
(ii) The steps taken by the company for utilizing alternate sources of energy; The Company has been taking energy saving measures viz. Use of energy saver electrical equipments LED fittings are provided inside the building for common area lighting in the projects of the Company Efficient ventilation system in offices and the projects of the Company.
(iii) The capital investment on energy conservation equipment; NIL

B. TECHNOLOGY ABSORPTION ADOPTION & INNOVATION:

The activities of the Company at present do not involve technology absorption and research and development
(i) The efforts made towards technology absorption; NIL
(ii) The benefits derived like product improvement cost reduction product development or import substitution; in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; NIL
(iii) (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and
(iv) The expenditure incurred on Research and Development. NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year: Rs. 3086 582
The Foreign Exchange loss during the year in terms of actual outflows: Rs. 88607135

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year Number of shareholders who approached listed entity for transfer of shares from suspense account during the year Number of shareholders to whom shares were transferred from suspense account during the year Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
NIL NIL NIL NIL

We hereby declare that the voting rights on shares in the suspense account shall remainfrozen till the rightful owner of such shares claims the shares.

For and on behalf of the Board of
Inflame Appliances Limited
Reg. Office: Sd/-
Khewat Khatoni No. 45/45 Dinesh Kaushik
Khasra No. 942/855/1 Village Kalyanpur Tehsil-Baddi Whole Time Director
Baddi Solan HP 173205 DIN: 07971536
Sd/-
Place: Baddi (H.P.) Aditya Kaushik
Dated: June 03 2019 Chairman & Managing Director
DIN: 06790052