Your Directors are pleased to present the 34th Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the yearended 31st March 2019.
|FINANCIAL PERFORMANCE || || |
| || ||(? in Crores) |
|Particulars ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
|Revenue from Operations ||440.05 ||408.94 |
|Other Income ||8.29 ||7.05 |
|Total revenue ||448.34 ||415.99 |
|Profit before finance cost and depreciation ||44.62 ||39.57 |
|Finance cost ||11.05 ||11.73 |
|Depreciation ||10.06 ||10.01 |
|Profit before exceptional items & tax ||23.51 ||17.83 |
|Exceptional Items || || |
|Profit before tax ||23.51 ||17.83 |
|Tax expense ||(2.01) ||1.20 |
|Profit after tax ||25.52 ||16.63 |
|Other comprehensive income (Net of tax) ||(0.66) ||(0.23) |
|Total comprehensive income ||24.86 ||16.86 |
|Retained earnings at the beginning of the year ||169.16 ||152.30 |
|Retained earnings at the end of the year ||194.02 ||169.16 |
The overall performance of the Company has been satisfactory inspite of challengingbusiness environment. Various factors have contributed for satisfactory performance ofyour Company inter alia optimization and improvement in operational efficiency therebyimprovement in productivity continuous efforts for production of value added insulatorsetc. The revenue from operation for the year has been Rs. 440.05 crores as against 408.94crores in previous year and net profit for the year stood at Rs. 24.86 crores as againstRs. 16.86 crores as compared to previous year.
There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.
During the year under review the division has achieved a turnover of Rs. 392.51 croresas against Rs. 365.40 crores and profit before interest & depreciation of Rs. 50.76crores as against Rs. 47.05 crores of previous year.
Terry Towels Division
The turnover of this division has been Rs. 47.54 crores as against Rs. 43.53 crores andloss before interest & depreciation has been Rs. 6.14 crores as against Rs. 7.48crores. The division has shown marginal improvement in performance however incurred lossesmainly due to lower capacity utilization.
The company is one of the major exporters of H.T. Porcelain Insulators from India. TheCompany has achieved export turnover of Rs. 98 crores during the year as compared to Rs.92 crores in previous year. During the whole year export has sustained on satisfactorylevel because of good quality and timely delivery. In addition we also tapped &revived potential customers especially from Europe USA Turkey and Russia market. Tobecome competitive in international market the company is doing tremendous efforts byexploring new market for insulators with RTV coating & by developing high strengthinsulators. This would help the company to strengthen the ability to cater the diverseneeds of global customers and strengthen its presence in all corners of global market. Thecompany is also continuously focusing on economize the manufacturing by way of R&Dactivities better process control and getting optimum utilization of its productiveresources so that products of the insulator division remain competitive in terms ofquality and price in the international market. These steps will help export turnover toincrease in coming years.
Your company is a regular supplier to all the major multinational OEMs for their worldwide requirements of quality Porcelain Insulators. Although Market opportunities areshifting towards developing countries i.e. Asia Africa & South America. Thereforeyour company needs to explore these markets to enhance the export business. In additionyour company needs to introduce more automation in manufacturing to increase reliabilityof process and cost effective manufacturing.
DIVIDEND AND RESERVES
During the year under review no amount from the profit is transferred to GeneralReserve. Keeping in view the need to conserve the Company's resources for meeting theenhanced working capital requirement and balancing the manufacturing equipments yourdirectors deemed it prudent not to recommend any dividend for the year.
ANALYSIS AND REVIEW
Your Company continues to be a leader in the manufacture of Extra High VoltageInsulators in the country. Despite stiff competition buyers show interest in yourcompany's product for its quality & timely delivery and hence your directors areconfident of achieving better working results in the coming years. Your Company is havingwell equipped R & D laboratory recognized by Govt. of India Ministry of Science &Technology which takes care of the stringent quality requirements of customers and ensuresquality and reliability in each and every product manufactured. In-house R&Dactivities have a thrust on qualitative development to replace expensive input rawmaterial & to bring consistency in quality of the products under manufacture. Thefuture of the Insulator industry looks promising as insulator demand is expected toimprove in medium term with Central Electrical authority targeting to upgrade thedistribution lines and adding new substations. Railway electrification in the country alsois on full swing and we are expecting substantial growth in current year. We are puttingour efforts to promote LRI to all potential SEBs and increase our share in domesticmarket. Your company has established fully equipped SGI and Aluminium foundry to caterdemand from various segments apart from fulfilling company's major captive requirement ofSGI and aluminium castings in time. This will give further boost to the revenue of theCompany in coming years.
The power generation transmission and distribution sector is the key growth driver forthe Insulators industry. The Government of India is putting emphasis on power sectorreforms in overcoming impediments; it will however take some time before on-ground demandimprovement is visible. Over the past few years demand in domestic insulators market hasbeen sluggish primarily due to poor financial health of state utilities which hasimpacted new projects and delay in the execution of ongoing projects.
The Indian Textile Industry is one of the leading textile industries in the world. Itis one of the key sectors of India's manufacturing segment as it contributes significantlyto the economy in terms of employment generation and foreign exchange revenue. Theindustry is taking all steps to promote textile exports which is the need of the hour.Costs are increasing due to rising input costs including labour and power. Focus on newproduct development and value added products is continuing in this segment.
Opportunities & Challenges
Your Company is engaged in the manufacturing of High Quality Solid core post insulatorsfor Disconnectors and sub-station requirements Hollow insulators for Circuit BreakersLightning Arrestors and Instruments Transformers CT CVT & PT Long rod Insulatorsfor Overhead Transmission Lines Railway Insulators line Post Insulators for DistributionSegment. Your Company makes sustainable efforts to provide varieties of Insulators to thewhole world and in the process nurtures long-term relations with customers. Your companyhas also invested in plant and machinery and equipments for making investment to increasethe production capacity of finished products to grab the opportunity in the emergingglobal markets.
The market share of China in the international trade has been steadily increasing inrecent years. Additionally increased acceptance of alternate technologies has furtherimpacted the domestic insulators industry.
The future for the Indian textile industry looks promising buoyed by strong domesticconsumption. India has the potential to double its market size in the long run as China islosing its competitive advantage in textiles mainly on account of increasing labour &power costs and focus on the domestic market with high value products. The shift fromChina to India is expected to happen in the long run to make India a dependable source ofsupply for the World. However there are several challenges ahead for the Textile industryfor enhancing its competitive strength and global positioning in terms of inflexiblelabour laws poor infrastructure and competition from low cost neighbouring countrieswhich will have to be addressed to sustain the growth momentum of the industry.
Risks & Challenges
The current economic environment in combination with significant growth ambitions ofthe Company carries with it an evolving set of risks. Your Company recognizes that theserisks need to be managed to protect customers employees shareholders and otherstakeholders to achieve our business objectives. In line with this your Company has putin place a detailed Risk Management Policy which identifies the various types of risks atall levels of the Company. Early risk identification along with appropriate measures hasenabled the Company to mitigate all threats which may arise from time to time. Also thepossibility of occurrence of the risk event and the magnitude of their consequences on theorganization is determined and used to prioritize risk management.
Government initiatives are expected to catalyse demand improvement in near future. WithGovernment's focus on 'Power for All' by 2019 the medium to long term fundamentals lookencouraging. The company is alert and in touch with the ground realities of the changingbusiness environment and is confident of increasing the Indian share in the world market.
The overall business outlook for the company is promising with improvement in overalleconomic environment. The company continues to examine the possibilities of expansion andshall make the necessary investments when attractive opportunities arise.
ALLOTMENT OF SHARES BY MODERN POLYTEX LIMITED PURSUANT TO DEMERGER OF YARN DIVISION OFTHE COMPANY
Your Company has filed application in BSE for fixing of record date for allotment ofshares of Modern Polytex Limited (MPL) which is in process and your Company and MPL aretaking effective steps to complete the formalities relating to allotment of shares of MPLpursuant to demerger of Yarn Division of the Company and thereafter the listing of thesame.
In June 2016 the Board of Directors of your Company approved the merger/amalgamationof Modern Denim Limited with the Company under the ambit of Board for Industrial &Financial Reconstruction (BIFR). Modern Denim Limited was a sick Company and the same wasregistered with BIFR under the provision of Sick Industrial Companies (Special Provisions)Act 1985 (SICA). However SICA stood repealed and BIFR stand dissolved in terms of SickIndustrial Companies (Special Provisions) Repeal Act 2003. In view of repeal of SICA theCompany is in process of filing application in NCLT/Stock Exchange for merger of ModernDenim Limited with the Company for its revival. The consolidation of two companies willfacilitate savings in the administrative cost and also beneficial in terms of saving ofIncome Tax under the provisions of the Income Tax Act 1961.
SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have any Subsidiary Joint Ventures & Associate Companiesduring the year.
The paid up Equity Share Capital as at March 31 2019 stood at Rs. 47.14 crores. Duringthe year under review the Company has not issued shares with differential voting rightsnor has granted any stock options or sweat equity or warrants. As on March 31 2019 noneof the Directors of the Company hold instruments convertible into equity shares of theCompany.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2019 has been prepared in accordance with the Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act 2013 (hereinafterreferred to as "The Act") read with the Companies (Accounts) Rules 2014 asamended from time to time. The estimates and judgments relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended March 31 2019. The Notes to the FinancialStatements form an integral part of this Report.
As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on corporate governance practices followed by the Company together with acertificate from Practicing Company Secretary confirming compliance forms an integral partof this Report.
PARTICULAR OF LOANS GUARANTEES AND INVESTMENT
Pursuant to the provisions of Section 186 of the Companies Act 2013 and schedule V ofSEBI (LODR) Regulations 2015 disclosures on particulars relating to loans advances andinvestments are provided as part of the financial statements. There are no guaranteesissued or securities provided by your Company in terms of Section 186 of the Act readwith the rules issued thereunder.
During the year under review your Company has not accepted or renewed any Depositwithin the meaning of Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount of principal or interest was outstanding ason the date of the Balance Sheet. Hence the requirement of furnishing details of depositswhich are not in compliance with Chapter V of the Act is not applicable.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with Related Parties for the year under review were on arm'slength basis. Further there are no material related party transactions during the yearunder review with the Promoters Directors or Key Managerial Personnel. All Related PartyTransactions are placed before the Audit Committee for approval. Omnibus approval wasobtained on a yearly basis for transactions which are of repetitive nature. A statementgiving details of all Related Party Transactions are placed before the Audit Committee andthe Board for review and approval on a quarterly basis.
The details of contracts and arrangement with related parties for the financial yearended 31st March 2019 are given in Note No. 39 to the Financial Statements forming partof this Annual Report.
Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out in the Annexure 'A' to the Report.
The Policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company and can be seen at the linkhttp://www.moderninsulators.com. None of the Directors has any pecuniary relationship ortransactions vis--vis the Company except remuneration and sitting fees.
Subject to the approval of the shareholders the Board has on the recommendation ofthe Nomination and Remuneration Committee appointed Shri S. K. Sharma (DIN: 01378040) asan Additional Director under the category Independent Director of the Company w.e.f. 1stApril 2019. As an Additional Director Shri S. K. Sharma holds office upto the date ofthe ensuing AGM and is eligible to be appointed as a Director of the Company. The Companyhas received requisite notice in writing from a member proposing Shri S. K. Sharmasignifying his candidature for appointment as a Director at the ensuing AGM. Accordinglythe Board recommends the resolution in relation to appointment of Shri S. K. Sharma as aNon-executive Independent Director for the approval by the members of the Company. Briefprofile of Shri S. K. Sharma has been given in the Notice convening the Annual GeneralMeeting. During the year under review the Board accepted the request of Shri D.B.Deshpande (DIN: 06463412) for an early retirement from the office of the ExecutiveDirector with effect from 15th February 2019. The Board placed on record its deepappreciation for the valuable contribution and services rendered by Shri D.B. Deshpandeduring his association with the Company.
During the year under review the Board accepted the resignation of Shri P.K. Rao (DIN:00465202) from the office of the Independent Director with effect from 01st April 2019.The Board placed on record its deep appreciation for the valuable contribution andservices rendered by Shri P.K. Rao during his association with the Company.
During the year Shri S.B.L. Jain (DIN: 06463412) ceased to be associated with theCompany as an Independent Director of the Company w.e.f. from 01st April 2019 due to hisexpiration of term of his office. The Board placed on record its deep appreciation for thevaluable contribution and services rendered by Shri S.B.L. Jain during his associationwith the Company.
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board the Independent Directorsfulfil the conditions of independence specified in Section 149(6) of the Act andRegulation 16(1) (b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics.
KEY MANAGERIAL PERSONNEL
In terms of the provisions of Sections 2(51) and 203 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Shri SachinRanka Chairman & Managing Director Shri Shreyans Ranka Whole Time Director ShriDinesh Singh Singhvi Chief Financial Officer and Shri Gaurav Goyal Company Secretary arethe Key Managerial Personnel (KMP) of the Company. The appointment and remuneration ofDirectors and KMPs are as per policy of the Company.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a structured criteria and framework adopted bythe Board after taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.
The performance evaluation of the Independent Directors was completed during the yearunder review. The performance evaluation of the Chairman and the Non-Independent Directorswas carried out by the Independent Directors and Non-Executive Directors. The Board ofDirectors expressed their satisfaction with the evaluation process.
FAMILIARISATION PROGRAMME FOR DIRECTORS
The Board has also laid down a policy for familiarisation of the Independent Directorswith the operations of the Company as well as to make them aware about their rightsresponsibilities and liabilities as an Independent Director.
The details of the Policy on Familiarisation Programme of the Independent Directorsalong with an overview of the familiarisation programmes conducted for the IndependentDirectors of the Company are available on the website of the Company and can be accessedat the link: www.moderninsulators.com.
MEETING OF THE BOARD
During the year 2018-19 four Board Meetings were held on 29th May 2018 14th August2018 14th November 2018 and 14th February 2019. Further details on the Board Meetingsare provided in the Corporate Governance Report forming part of this Annual Report.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees: 1. Audit Committee 2. Remunerationand Nomination Committee 3. Stakeholders' Relationship Committee 4. Corporate SocialResponsibility Committee
The details of the Committees along with their composition number of meetings held andattendance at the meetings are provided in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) read with section 134 (5) of the Companies Act 2013:
(a) that in the preparation of the Annual Accounts for the year ended 31st March 2019the applicable accounting standards have been followed alongwith proper explanationrelating to material departures if any;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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;
(c) The directors have 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;
(d) The annual accounts have been prepared on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; (f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.
AUDITORS AND AUDITORS' REPORT
M/s R. B. Verma & Associates Chartered Accountants Jaipur (ICAI Firm RegistrationNo. 012650C) were appointed as Statutory Auditors of the Company for a period of fiveconsecutive years at the Annual General Meeting (AGM) of the Members held on June 05 2017on a remuneration mutually agreed upon by the Board of Directors and the StatutoryAuditors. Their appointment was subject to ratification by the Members at every subsequentAGM held after the AGM held on September 27 2017. Pursuant to the amendments made toSection 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effectivefrom May 7 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn from the Statute. Hence theresolution seeking ratification of the Members for continuance of their appointment atthis AGM is not being sought.
The observations made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s ATCS & Associates Company Secretaries Jaipur to conduct thesecretarial audit for the financial year 2018-19. The Secretarial Audit Report issued byM/s ATCS & Associates Company Secretaries for the financial year 2018-19 forms partof this Report and is set out in Annexure 'B' to this Report. The observations inSecretarial Audit Report which pertains mainly listing agreement requirements stockexchange compliances etc. It is clarified that the company has started all the compliancesrelated to stock exchange and are in process of revocation of its suspension from theBombay Stock Exchange.
As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are made and records have beenmaintained. The Board at its meeting held on 30th May 2019 has appointed M/s
Rajesh & Company Cost Accountants Jaipur (Firm Registration No. 000031) as theCost Auditors to conduct the audit of the cost records of the Company for the financialyear 2019-20. As required under the Companies Act 2013 a resolution seeking Membersapproval for remuneration payable to the Cost Auditors forms part of the Notice conveningAnnual General Meeting for ratification.
M/s S. Garg & Co. Chartered Accountants are the Internal Auditors of the Company.Internal Audit Report their significant findings and follow up actions taken by themanagement is reviewed by the Audit Committee on a quarterly basis.
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 Companies Act 2013 read with Companies(Management and Administration) Rules 2014 is annexed as Annexure 'C' which forms anintegral part of this Report and is also available on the Company's website viz.www.moderninsulators.com.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel/ SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policy has been posted on the website of the Company atwww.moderninsulators.com
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism for reporting of concerns through theWhistle Blower Policy of the Company which is in compliance of the provisions of Section177 of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014 and SEBI (LODR) Regulations 2015. The Policy provides for framework andprocess whereby concerns can be raised by its employees against any kind ofdiscrimination harassment victimisation or any other unfair practice being adoptedagainst them. Adequate safeguards are provided against victimisation to those who avail ofthe mechanism and access to the Chairman of the Audit Committee in exceptional cases isprovided to them. The details of the Vigil Mechanism are also provided in the CorporateGovernance Report and the Whistle Blower Policy has been uploaded on the website of theCompany www.moderninsulators.com.
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.
The Company has framed and implemented a Risk Management Policy to identify the variousbusiness risks. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The riskmanagement policy defines the risk management approach across the enterprise at variouslevels including documentation and reporting.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s S. Garg & Co.Chartered Accountants. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors of yourCompany has constituted a Corporate Social Responsibility (CSR) Committee which ischaired by Shri Sachin Ranka. The Committee has formulated and recommended to the Board aCorporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company which has been approved by the Board and the same is availableon the Company's website www.moderninsulators.com.
The Company is a caring corporate citizen and lays significant emphasis on developmentof the host communities around which it operates. The Company with this intent hasidentified several projects relating to Social Empowerment and Welfare EnvironmentSustainability Health Care and Education during the year and initiated variousactivities in and around its plant location. The work on several initiatives has picked upmomentum during the year resulting in a spend of Rs. 41.32 Lacs. The Annual Report on CSRactivities is given in Annexure 'D' to this Report.
ENVIRONMENT HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the workplace. All women employeeseither permanent temporary or contractual are covered under the above policy. The saidpolicy has been uploaded on the internal portal of the Company for information of allemployees. An Internal Complaint Committee (ICC) has been set up in compliance with thesaid Act. During the year under review company has not received any complaint.
PARTICULAR OF EMPLOYEES
In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the names and other particulars of employees drawing remuneration in excess of thelimits set off in the aforesaid Rules including any statutory modification(s) orre-enactment(s) thereof for the time being in force are to be set out in the Board'sReport as an annexure thereto. In line with the provisions of Section 136(1) of the Actthe Report and Accounts as set out therein are being sent to all Members of your Companyexcluding the aforesaid information about the employees. Any Member who is interested inobtaining these particulars about employees may write to the Company Secretary at theRegistered Office of your Company. The aforesaid addendum is also available for inspectionby the members at the Registered Office of the Company from 21 days before the AGM tillthe date of the ensuing AGM during business hours on working days. Disclosures pertainingto remuneration and other details as required under Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given in Annexure 'E' to this Report.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations and management development programs to upgrade skills of managers. Objectiveappraisal systems based on key result areas (KRAs) are in place for senior managementstaff.
The Company is committed to nurturing enhancing and retaining its top talent throughsuperior learning and organizational development. This is a part of our Corporate HRfunction and is a critical pillar to support the organization's growth and itssustainability in the long run.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to the conservation of energy technology absorption and foreignexchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read withthe Companies (Accounts) Rules 2014 is given in Annexure 'F' to this Report.
MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY
Except as disclosed elsewhere in this Report no material changes and commitmentswhich could affect the Company's financial position have occurred between the end of thefinancial year of the Company and the date of this Report.
LISTING OF SHARES
The shares of the Company are listed at BSE Limited but trading of the shares issuspended. The Company has filed an application to BSE for Revocation of suspension oftrading in equity shares of the Company and the same is under consideration.
The Company has complied with the applicable Secretarial Standards issued by theinstitute of Company Secretaries of India.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprincipal markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactor.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
Issue of equity shares with differential rights as to dividend voting orotherwise;
Issue of shares (including sweat equity shares) to employees of the Companyunder any Scheme;
No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operations in thefuture; and
There was no instance of fraud during the year under review which required thestatutory auditors to report to the audit committee and/ or board under section 143 (12)of the Act and the rules framed thereunder.
Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central and State Governments and allregulatory bodies for their co-operation and support and look forward to their continuedsupport in future.
We very warmly thank all of our employees for their contribution to your Company'sperformance. We applaud them for their superior levels of competence dedication andcommitment to your Company.
| ||For and on behalf of the Board of Directors |
| ||Sachin Ranka |
|Place : Abu Road ||Chairman & Managing Director |
|Date : 30th May 2019 ||DIN: 00335534 |