Board of Directors' Report
Your Directors have pleasure in presenting the 33rd Annual Report andAudited Financial Statements for the Financial Year ended 31st March 2018.
FINANCIAL SUMMARY AND HIGHLIGHTS (Rs. In Lacs)
|Financial Performance ||2016-17 ||2017-18 |
|Income from operation (net of excise/GST) ||25919.92 ||30594.32 |
|Other Income ||30.77 ||26.62 |
|Profit(before financial charges depreciation and tax) ||2659.65 ||2811.77 |
|Financial Charges ||404.91 ||727.12 |
|Depreciation & Impairment expenses ||1292.43 ||1907.08 |
|Profit before tax ||962.31 ||177.57 |
|Provision for tax(after adjustment of deferred tax) ||486.78 ||(302.71) |
|Profit after tax ||475.53 ||480.29 |
|Other Comprehensive Income ||4.79 ||6.27 |
|Total Comprehensive Income for the period ||480.32 ||486.56 |
Net turnover of your Company has increased by 18.03 % from 25919.92 lacs in 2016-17 to30594.32 lacs in current year. Your Company has earned a pre-tax profit of Rs. 177.57lacs as compared to profit of Rs. 962.31 lacs in the last year.
RESULTS OF OPERATIONS OPERATIONS:
During the year under review the following are the highlights of your Company:
> Achieved a turnover during 2017-18 of Rs. 30594.32 lacs as compared to Rs.25919.92 lacs during 2016-17 reflecting an increase of 18.03%.
> Profit before tax during 2017-18 is Rs. 177.57 lacs against pretax profit duringthe year 2016-17 of Rs. 962.31 lacs.
> Profit after tax during 2017-18 is Rs. 480.29 against post tax profit during theyear 2016-17 of Rs. 475.53 lacs.
> Total Comprehensive Income during 2017-18 is Rs. 486.56 lacs as compared to Rs.480.32 lacs during previous financial year 2016-17.
> Pre- tax Cash Profit during 2017-18 is Rs. 2084.65 lacs against pre- tax cashprofit during the year 2016-17 of Rs. 2254.74 lacs.
internal financial control
Your company has in place adequate internal financial controls in accordance to thesize of the company and with reference to the financial statement. The internal financialcontrols have been regularly reviewed by the auditors of your company and no reportablematerial weakness in the design or operation was observed.
Your Directors recommend a dividend of 10% (i.e. Re.1 per equity shares of Rs. 10/-each) of the financial year 201718 amounting to Rs. 6136800/-. The dividend payout issubject to the approval of the members at the ensuing Annual General Meeting.
The dividend shall be paid to members whose names appear in the Register of Members ason 1st September 2018 and in respect of shares held in dematerialized form itwill be paid to members whose names are furnished by National Securities DepositoryLimited and Central Depository Services (India) Limited as beneficial owner as on thatdate.
The dividend income is tax free in the hands of the shareholders.
AMOUNT TRANSFERRED TO RESERVE
Your company proposed to transfer an amount of Rs. 2000000/- to general reserve outof the profits of the company. EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in Form No MGT - 9 inaccordance with the provisions of Section 92(3) of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 are set out herewith as 'Annexure-I' to this Report
NUMBER OF BOARD MEETINGS
The details of the number of Board and Audit Committee meetings of your Company are setout in the Corporate Governance Report which forms part of this Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 sub section (5) of the Companies Act 2013 the directors ofyour company state-
That in preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards have been followed and there are nomaterial departures from the same.
That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive true and fair view of the state of affairs of the company at the end of the financialyear as at 31st March 2018 and of the profit of the company for the year ended31st March 2018.
That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of your company and for preventing and detecting fraud and otherirregularities.
That the annual accounts have been prepared on a going concern basis.
That proper internal financial controls laid down by the directors to befollowed by the company and that such internal financial controls are adequate and isoperating effectively; and
That proper system to ensure compliance with the provisions of all applicablelaws is adequate and is operating effectively
declaration by independent director
Your Company has received declarations from all the Independent Directors that theymeet the criteria of independence as laid down under section 149(6) of the Companies Act2013 read with schedule and rules issued there-under and also in accordance to Securitiesand Exchange Board of India (Listing Obligations and Disclosures Requirements)Regulations 2015.
Your company has adopted the remuneration policy in accordance with Section 178 readwith rules made there under for director's appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directoretc. in the meeting of Board of Directors of the Company held on 9th February2015 in line with the recommendation of Nomination and Remuneration Committee; whosemeeting also held on the same date. The remuneration policy of your Company is annexed inAnnexure-II. The policy has been disclosed on the website of the company.
AUDIT AND AUDITOR'S REPORT:
M/s. KMGS & Associates Chartered Accountants were appointed as Statutory Auditorsof the Company to hold office till the conclusion of ensuing Annual General Meeting andare proposed to be appointed for a period of five years from 28.7.2017.
STATUTORY AUDITOR'S REPORT
There are no such observations in the statutory audit report which needs to beexplained by your company. The observation of the auditors is self- explanatory and/or issuitably explained in the notes to the accounts.
M/s A.K. & Associates Practicing Company Secretary were appointed as SecretarialAuditor for the financial year 2017-18 for secretarial audit of your company.
SEcRETARIAL AUDIT REPORT
There are no such observations in the secretarial audit report which needs to beexplained by your Company. The report of secretarial auditor is annexed to this report asAnnexure VIII.
PARTICULARS OF LOAN GUARANTEES OR INVESTMENT BY THE COMPANY
Your Company has not given any loan guarantee or made any investment in any other bodycorporate as per the provision of section 186 of the Companies Act 2013 except asdisclosed in the attached accounts.
RELATED PARTIES TRANSACTIONS
All related party transactions that were entered into during the financial year 2017-18were in the ordinary course of business and on an arm's length basis or with requiredapprovals. Your company has also adopted a policy on materiality of related partiestransaction and also dealing with related parties' transaction are approved by the Board.The policy has been disclosed on the website of your company at www.machino.com
The details of related parties transaction whether requiring approvals or otherwise asper the provision of Section 188 of the Companies Act 2013 Form AOC-2 is annexed inAnnexure-III.
STATE OF COMPANY'S AFFAIR
Your company is a joint venture Company of Maruti Suzuki India Limited Suzuki MotorCorporation and Jindal's. Your company was incorporated in 1986. Your company is a goingconcern. The shares of your company are listed on Bombay Stock Exchange Limited. Yourcompany is engaged in the production of plastics moulded automotive components. Yourcompany has total 3 plants out of which one operative plant is located in Gurgaon oneoperative plant is located in Manesar while the plant located in Pithampur is non-operative which is being used as a warehouse.
During the year under review your company has not made any default in repayment of anyof its term loans and have met generally all its obligation in time including its taxliabilities.
DETAILS Of SIGNIFIcANT AND MATERIAL ORDER
No significant or material orders have been passed by any regulators or court ortribunals impacting the going concern status and future operations of your company.
MATERIAL cHANGES AND cOMMITMENTS
There is no significant change and commitment affecting the financial position of yourcompany for the financial year ending on 31st March 2018 till the date of this report.
cONSERVATION OF ENERGY
Continuous overhauling of equipments and awareness amongst employees has helped toavoid wastage of energy. Company has installed solar power plant of 260KW at its ManesarPlant.
Series of steps have been taken to identify areas of excess consumption of power andchecks have been strengthened at these points and various alternative sources of energiesare utilized.
Data regarding energy consumed is given hereunder:
| ||Power & Fuel consumption ||2016-17 ||2017-18 |
|1. ||Electricity || || |
| ||(a) Purchase units/ co-generated ||15924644 ||19656538 |
| ||Total Cost (Rs. In lacs) ||1321.22 ||1590.57 |
| ||Rate per units ||8.30 ||8.09 |
| ||(b) Own Generation - D.G. Set || || |
| ||Units generated ||492792 ||637022 |
| ||Fuel Cost (Rs. In Lacs) ||93.67 ||107.90 |
| ||Fuel cost per unit ||19.01 ||16.94 |
|2. ||Coal ||NIL ||NIL |
|3. ||Furnace Oil ||NIL ||NIL |
|4. ||Other / Internal generation/ Solar power ||2218 ||2 50415 |
A statement giving details of technology absorption in accordance with the above Rulesis annexed hereto as Annexure VI and forms part of the Report.
FOREIGN EXCHANGE EARNING & OUTGO
| ||Rs. In Lacs |
|Total foreign exchange earning ||163.03 |
|Total foreign exchange outgo ||261.79 |
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your company already has"Risk Management Policy" in writing which is also uploaded on the website of thecompany. The policy is regularly updated taking in to consideration the changes takingplace in the business environment. Your company manages monitors and reports on theprincipal risks and uncertainties that can impact its ability to achieve its strategicobjectives.
Your company has also constituted a risk management committee the detail of which isgiven in the Corporate Governance section of the Annual Report.
ANNUAL Evaluation Of PERFORMANcE
The performance evaluation of all:
independent directors were made by Board (excluding the director who performanceis being evaluated)
non independent directors were made by the independent directors in its meeting
the board committees and of the board as whole was made by Nomination andRemuneration Committee
Your company has also adopted a policy for evaluation of performance of the board andindividual director in the meeting of the board of directors in line with therecommendation of Nomination and Remuneration Committee. The policy of annual evaluationis annexed in Annexure -IV.
The policy has also been disclosed on the website of the company.
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly your Company has established the Whistle Blower Policy which is incompliance with the provisions of Section 177(10) of Companies Act 2013 and Regulation 22of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 fordirectors and employees of the Company to report genuine concerns or grievances. The VigilMechanism provides the safeguard against the victimization of person who uses suchmechanism.
During the financial year 2017-18 all the directors and employees had full access toapproach the Vigil Mechanism Officer. No complaint was received during the year 2017-18 ofany sort from any directors and employee of your company.
The detail of establishment of such mechanism is also disclosed on the website of theCompany and also enclosed as per Annexure -V.
During the Financial Year 2017-18 Mr. Kazunari Yamaguchi was appointed as anAdditional Director of your company at the meeting of the Board of Directors held on 28thFebruary 2018 and subsequently he is proposed to be regularized as a SMC Nominee Directorby the shareholders at the Annual General Meeting held on 1st September 2018.
In accordance with the provisions of Section 168(1) of Companies Act 2013 Mr.Haruyuki Kawase SMC Nominee Director of your company has resigned w.e.f. 27thFebruary 2018.
The details of the Audit Committee including its composition and terms of referencementioned in the Corporate Governance Report forms part of Director's Report.
FAMILIRISATION PROGRAMME FOR THE INDEPENDENT DIRECTOR
Your company has organized a familiarization programme for the independent directors asper the requirement of the Companies Act 2013 along with the requirement of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The detail of such familiarization programme is also uploaded on the website of thecompany at www.machino.com . LISTING
The Equity Shares of the Company are listed on Bombay Stock Exchange. The company haspaid listing fees to the stock exchange for the financial year 2018-19.
Your company always places major thrust on managing its affairs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an organization's corporate governance philosophy is directly linked to highperformance.
Pursuant to Regulation 27(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the company regularly submits the corporate governancereport to the stock exchanges within the prescribed time line. Therefore reports oncorporate governance has been included in this annual report as a separate section(forming a part of Director's Report) along with the Auditor's Certificate.
Your company has not accepted any deposits under Section 73 of the Companies Act 2013& rules made there under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Regulation 34(2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report ispresented in a separate section forming part of the annual report.
DETAILS OF SUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES
None of the company has become or ceased to become the subsidiary joint venture orassociate of your Company during the financial year 2017-18.
PARTICULAR OF EMPLOYEES
Details of employee of the company as specified under Section 197 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are annexed hereto as Annexure-VII and forms part of the report.
The company is not involved in any type of activity hazardous to environment and doesnot discharge any trade effluents (solid liquid or gaseous) causing pollutions. As anenvironment conscious responsible corporate citizen your company has implemented GSCM(Green Supply Chain Management) standards and is ISO14001 certified holder. The companyhas also achieved ISO 18001-OHSAS certification for occupational health and safety.
CORPORATE SOCIAL RESPONSIBILITY
The provision of section 135(1) of Companies Act 2013 i.e. corporate socialresponsibility is not applicable on your company. Therefore your company has notconstituted CSR committee for this.
Your directors wish to place on record their appreciation for the valuable co-operationand assistance extended by Maruti Suzuki India Limited. Suzuki Motors Corporation JapanGovernment of India Government of Haryana and the company's bankers for their continuedsupport and guidance. The directors also commend the continuing commitment and dedicationof the employees at all levels and are thankful to the shareholders for their continuedpatronage trust and confidence in the Company.
| ||For and on Behalf of the Board |
| ||Machino Plastics Limited |
|Sd/- ||Sd/- |
|Aditya Jindal ||Sanjiivv Jindall |
|Executive Director cum cFO ||chairman cum Managing Director |
|Date: 30th May 2018 || |
|Place: Gurgaon || |