The Directors present their 48th Annual Report on the business andoperations of the Company and the financial accounts for the year ended on 31stMarch 2018.
FINANCIAL RESULTS (' In lakhs)
|Particulars ||For the year ended on 31/03/2018 ||For the previous year ended on 31/03/2017 |
|Gross Profit (before interest depreciation & taxation) ||891.36 ||726.32 |
|Less: Interest ||24.11 ||42.53 |
|Depreciation ||101.61 ||216.97 |
|Profit before tax ||765.64 ||466.82 |
|Tax expense/Deferred Tax ||- ||(37.09) |
|Other comprehensive income ||(12.98) ||17.20 |
|Profit / Loss after Tax ||752.66 ||486.71 |
|Add: Balance brought from previous year ||(3202.82) ||(3688.95) |
|Profit / (Loss) available for appropriations ||(2109.72) ||(3202.82) |
|APPROPRIATIONS / TRANSFERS || || |
|Profit/(loss) carried to Balance Sheet ||(2109.72) ||(3202.82) |
Your Directors do not recommend any dividend on equity shares in view of the workingcapital requirement and brought forward loss of earlier years incurred by the Company.
OPERATION AND FUTURE OUTLOOK
During the year under review the turnover has increased to ' 5302.46 lakhs against '4719.63 lakhs in the previous year registering increase of 12.35% in revenue. The netprofit during the year rose to ' 752.66 lakhs against ' 486.71 earned during the previousyear registering 54.64%. Accordingly basic and diluted Earning Per Share stood at ' 19.01against ' 14.27 in the previous year. The Company could able to achieve higher turnover onaccount of improved working capital.
Board of Directors Board and Audit Committee Meetings:
Your Company's Board is duly constituted and is in compliance with the requirements ofthe Companies Act 2013 the Listing Regulations and provisions of the Articles ofAssociation of the Company. During the year under review a total of five Meetings of theBoard of Directors and four meetings of Audit Committee held and details of Meetings heldduring the financial year 2017-18 have been provided in the Corporate Governance Reportwhich forms part of this Annual Report.
Mr. Sadruddin Jiwani and Mrs. Shahnaz A. Dawoodani the Directors of the Company shallretire by rotation at the forthcoming Annual General Meeting and offer themselves forre-appointment. Mr. Husen Somji has been appointed as Independent Director with effectfrom 30th May 2018 and hold office upto the date of the ensuing Annual GeneralMeeting. A brief profile along with necessary disclosures of retiring Directors andappointed Independent Director has been annexed to the Notice convening the ensuing AGMand forms an integral part of this Annual Report.
Your Board recommends re-appointment of Mr. Sadruddin Jiwani and Mrs. Shahnaz A.Dawoodani as Directors liable to retire by rotation and Mr. Husen Somji as IndependentDirector of the Company.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed in Section 149(6) ofthe Companies Act 2013.
SHARE CAPITAL - PREFERENTIAL ISSUE
The Members of the Company passed a resolution through postal ballot dated 14thJuly 2017 to issue 800000 equity shares of ' 10/- each at a premium of ' 15/- per shareand 2425000 warrants convertible into equity shares within 18 months from the date ofissue at a price of ' 25/- warrant on preferential basis to Promoter group and other thanpromoter group. The object of the issue was to meet (a) working capital (b) reduction/repayment of debt and (c) other general corporate purposes.
Accordingly the Committee of Board of Directors allotted 800000 equity shares of '10/- each at a premium of ' 15/- and 2425000 convertible warrants of ' 25/- each onAugust 11 2017. Further a warrant holder has excercised conversion option and allotted800000 equity shares on December 14 2017 against 800000 convertible warrants by theholder. The remaining warrant holders have excercised conversion option and allotted1625000 equity shares on July 16 2018.
The Management confirms that the Company has utilized the proceeds of issue of sharesand convertible warrants for the objects as approved by the shareholders vide resolutionpassed through postal ballot on 14th July 2017.
Also during the year 2017-18 the Company had forfeited 10548 Equity Shares of theCompany for non-payment of allotment monies and calls in arrears. The paid up capital ofthe Company post Preferential Issue and Forfeiture of Shares is 6504728 Equity Shares of'10/- each.
During the year under review the Company has not exported its products to othercountries.
Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
There were no material changes occurred subsequent to the close of the financial yearof the Company to which the balance sheet relates and the date of the report likesettlement of tax liabilities depression in market value of investments institution ofcases by or against the company sale or purchase of capital assets or destruction of anyassets etc.
Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
There were no significant a nd material orders p assed by t he regulators o r courts or t ribunals i impacting th e go ing co ncern status and company's operations in future
Internal control systems and their adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board and to theChairman.
The Company has obtained ISO 9001 certification and adheres to the Standard OperatingPractices its manufacturing and operating activities.
The management of the Company evaluates the efficiency and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies of the Company. Based on the assessment the management undertakes correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations with corrective actions thereon are presented to theAudit Committee of the Board.
Subsidiaries/ Joint Ventures
The Company does not have Subsidiary or Joint Ventures.
There no outstanding deposits payable by the Company.
Auditors & auditor's report
The Company's Auditors M/s. A.N. Damania & Co. Chartered Accountants will retireat the forthcoming Annual General Meeting.As per section 139(2) of the Companies Act2013 M/s. A.N. Damania & Co. has completed 5 years from the date of appointment.M/s. N.S. Shetty & Co. Chartered Accountants are proposed to be appointed as newauditors. The Company has received a letter from them to the effect that theirappointment if made would be within the provision prescribed limits under Section141(3)(g) of the Companies Act 2013 and that they are not disqualified for appointment.
The Notes on Financial Statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments. Extract of Annual Return
The details forming part of the extract of Annual Return in form MGT-9 is annexedherewith as Annexure -B.
Conservation of energy technology absorbtion etc.
The particulars of conservation of Energy Technology Absorption foreign ExchangeEarnings and outgo have not been given since the same are not applicable to the Company.
Corporate Social Responsibility Initiatives
During the year under review the Company does not come under the parameters specifiedunder Section 135 of the Companies Act
2013 hence no Committee were constituted for Corporate Social Responsibility (CSR)Initiatives. However CSR is applicable from the Financial Year 2018-2019 and accordinglythe Company has constituted a Committee comprising Mr. Ahmed H. Dawoodani as ChairmanMrs. Shahnaz A. Dawoodani and Mr. Suresh John as the Members.
Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations theBoard has carried out an evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Appointment & Remuneration andStakeholder's Grievance Committees. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report.
Nomination and Remuneration Committee
The Board has on the recommendation of the Appointment and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
Board and Audit Committee Meetings
During the year Five Board Meetings and Four Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.
Vigil Mechanism / Whistle Blower Policy
The Company has established a vigil mechanism to be known as the "Whistle BlowerPolicy" for its Directors and employees to report instances of unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct. The aim of thepolicy is to provide adequate safeguards against victimization of whistle blower whoavails of the mechanism and also provide direct access to the Chairman of the AuditCommittee in appropriate or exceptional cases.
The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading underSecurities and Exchange Board of India (Insider Trading) Regulation 2015 with a view toregulate trading in securities by the Directors designated employees and their immediaterelatives and other connected persons. The Code requires pre-clearance for dealing in theCompany's shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed. All the members of the Board and designated employeeshave confirmed compliance with the Code.
Policy on prevention of sexual harassment of women at workplace
The Company has adopted a Policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder. YourCompany is committed to provide a safe and secure environment to its women employeesacross its functions and other women stakeholders as they are considered as integral andimportant part of the Organization.
An Internal Complaints Committee (ICC) with requisite number of representatives hasbeen set up to redress complaints relating to sexual harassment if any received fromwomen employees and other women associates. All employees (permanent contractualtemporary trainees) are covered under this policy which also extends to cover all womenstakeholders of the Company.
The following is a summary of sexual harassment complaints received and disposed offsatisfactorily during the financial year ended March 31 2018:
Number of complaints received: Nil
Number of complaints disposed off : Nil
Particulars of loans guarantees or investments
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by the Companyare given in the notes to the financial statements.
Related Party Transactions
During the financial year ended 31st March 2018 all transactions with theRelated Parties as defined under the Companies Act 2013 read with Rules framed thereunder were in the ordinary course of business and at arm's length basis. Your Company doesnot have a 'Material Subsidiary' as defined under Regulation 16(1)(c) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ['Listing Regulations'].
During the year under review your Company did not enter into any Related PartyTransactions which require prior approval of the Members. The Members at their meetingheld on 30th September 2016 have given approval to the Directors of the Companyto enter into transactions upto ' 40 crores cumulatively with 5 Related Parties listed.All Related Party Transactions of your Company had prior approval of the Audit Committeeand the Board of Directors as required under the Listing Regulations. There has been nomaterially significant Related Party Transactions having potential conflict with theinterest of the Company during the year under review.
All Related Party Transactions entered into by your Company were in the ordinary courseof business and also on an arm's length basis therefore details required to be providedin the prescribed Form AOC - 2 isnot applicable to the Company. Necessary disclosuresrequired under the Ind AS 24 have been made in the Notes to the Financial Statements forthe year ended on 31st March 2018.
Mr. N. Hariharan Company Secretary in practice have undertaken the Secretarial Auditof the Company. The Secretarial Audit report is annexed herewith as Annexure-A which isself-explanatory.
Risk Management Policy
Pursuant to Section 134(3) (n) of the Companies Act 2013 and SEBI Listing Regulationsthe Company has constituted a business risk management committee. The details of theCommittee and its terms of reference are set out in the corporate governance reportforming part of the Board report. At present the Company has not identified any element ofrisk which may threaten the existence of the Company.
The Report on Corporate Governance along with a certificate of compliance from theAuditors and Management Discussion and Analysis Report forms part of this Report.
Director's responsibility statement
The Board of Directors of your Company confirms that:
i) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;
ii) 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;
iii) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
iv) the Directors have prepared the Annual Accounts on a going concern basis; and
v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operative effectively.
Particulars of employees
The Company did not have any employee falling within the purview of Section 197 of theCompanies Act 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Persons Rule 2014).
The Industrial Relations continued to be cordial during the year under review.
The Directors wish to place on record their sincere appreciation for the continuedco-operation by the Company's Bankers and the support given by the Company's valuedcustomers. The Board also express its sincere appreciation to the commitment and dedicatedemployees at all levels. Last but not least the Board places on record their gratitude tothe Investors Clients and Shareholders of the Company.
| ||On behalf of the Board of Directors |
|PLACE: NAVI MUMBAI ||Suresh John |
|DATE : August 14 2018 ||Chairman |