To the Members
Your Directors have pleasure in presenting the 27th Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2019.
The working of the company during the year under review has been highlighted below:
1. FINANCIAL RESULTS
| || ||(र in Lakhs) |
| ||Current Year ending 31.03.2019 ||Current Year ending 31.03.2018 |
|Sales & Other Income ||15799.42 ||10269.06 |
|Operating Profit -before Interest Depreciation & Tax ||961.50 ||784.50 |
|Interest & Finance Charges ||228.15 ||281.11 |
|Depreciation ||438.24 ||364.58 |
|NET PROFIT BEFORE TAX ||295.10 ||138.81 |
The Company has not transferred any amount to the reserves during the current yearexcept the surplus in the Statement of Profit & Loss for the year ended on 31.03.2019which has been carried over in the Balance Sheet. Sales and Other Income for the year was'157.99 crores as against र 102.69 crores in the previous year.
During the year Sales and other income have increased from ' 102.69 crores to र 157.99crores. Net Profit before tax increased from ' 138.81 Lakhs to ' 295.11 Lakhs. Productionhas increased from 21918.78 M.T. to 30791.97 M.T.
Authorized Share Capital of the Company is र 175000000/- divided into 17500000Equity Shares of र 10/- each and Issued Subscribed and Paid-up Capital of the Company is'140000000/- divided into 14000000 Equity Shares of र 10/- each. There was no changein the Share Capital during the year.
For making proper Composition of Board of Directors as per SEBI (LODR) Regulations2015 Mr. Sandeep Jain (Managing Director cum CEO) gave his resignation as Chairman of theboard on 29.09.2018 and Mr. Rachit Jain (Independent Director) was appointed as Chairmanof the Board with effect from 10/10/2018 and as the requirement of the composition to theboard is being fulfilled by appointment of Mr. Sourabh Mathur as independent director onthe board wef 14.2.2019 Mr. Sandeep Jain was again appointed as the Chairman w.e.f30.05.2019 and Mr. Rachit Jain gave his resignation as Chairman wef same date.
The Directors do not recommend any dividend for the year under review.
During the year the Company has not accepted any deposits from the public fallingwithin the purview of section 73 of the Act read with the (Companies Acceptance ofDeposits) Rules 2015.
Particulars of loans guarantees or investments
Loans guarantees and investments covered under Section 186 of the Companies Act 2013forms part of the notes to the financial statements provided in this Annual Report.
Transfer to General Reserve
The Company have not transferred any amount to the reserves during the current yearexcept the surplus in the statement of profit and loss for the year ended on 31.03.2019which has been carried over in the Balance Sheet.
Subsidiaries Associate Companies
There is no Subsidiaries or Associate Company as on 31st March 2019. Sothere is no requirement of statement in FORM AOC-1 under section 129(3) rule 5 of theCompanies (Accounts) Rules 2014.
Particulars of contracts or arrangements made with related parties
Particulars of all contract or arrangements with referred partner (related parties)referred to in the section 188(1) of the Companies Act 2013 in the prescribed form AOC-2is appended as Annexure B of the Board's Report. Disclosures of transactions with RelatedParties can be seen in Note No. 29 of the Notes to the Financial Statements.
Material changes and commitments affecting the financial position between the end ofthe financial year and date of report
There have been no material changes and commitments affecting the financial positionbetween the end of the financial year and date of the report.
Nomination and Remuneration Policy
As Company is covered under sub-section (1) of section 178 Company's policy ondirectors' appointment and remuneration including criteria for determining qualificationspositive attributes independence is formulated and annexed as "Annexure-F".
Mrs. Anju Jain retired from office by rotation and being eligible offered herself forre-appointment and was reappointed in the annual general meeting held on 28.09.2018.
Shreholders approval was taken for the appointment of Mr. Pradeeep Kumar Rajput in themeeting held on 28.09.2018 with effect from 23/11/2017.
Shareholders approval was taken by Special Resolution for appointment of Mr.SushilKumar Tyagi Mr. Rachit Jain Mr. Sanjeev Kumar Jain in AGM held on 28.09.2018 for their 2ndterm of 5 years as Independent Directors with effect from 01/04/2019.
Mr. Sourabh Mathur was appointed as Additional Independent Director by the Board intheir meeting held on 14/11/2019 till next AGM subject to the approval of members in theensuing AGM for 5 years with effect from 14/11/2019.
Extract of Annual Return
The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C.
Number of Meetings of the Board
The Board met 10 times during the financial year the details of which are given in thecorporate governance report that forms part of this Annual Report.
Composition of Audit Committee of the Board is provided in the Corporate GovernanceReport which forms part of the Annual Report. All the recommendations made by the AuditCommittee were accepted by the Board.
Declaration by Independent Director
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013
Director's responsibility statement as required under Section 134(3)(c) of theCompanies Act 2013
Pursuant to the requirement under section 134(3)(c ) of the Companies Act 2013 withrespect to directors responsibility statement it is hereby confirmed that:
- In preparation of the annual accounts for the financial year ended March 31 2019the applicable accounting standards have been followed.
- The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year and ofthe Statement of Profit & Loss of the Company for the period.
- The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
- The directors have prepared the annual accounts on-going concern basis.
- The directors have laid down internal financial controls which are adequate and areoperating effectively.
- The directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.
Internal Financial Control System
Companies Internal Financial Control System is designed to help and ensure theeffectiveness and efficiency of operations proper financial reporting and compliance oflaws and regulations. The Company have adopted policies and procedures for ensuring theorderly and efficient conduct of its business including the adherence to the CompaniesPolicies the safeguarding of its assets the prevention and detection of fraud anderrors the accuracy and completeness of the accounting records and timely preparation ofreliable financial disclosures.
Internal Auditor is appointed who along with the audit committee formulates the systemand ensures the effectiveness and adequacy of the system.
Evaluation of Board Committee and Directors
Pursuant to the Provisions of the Act and SEBI (LODR) Regulations 2015 the Board havecarried out the evaluation of its own committees and directors. The manner has beendetailed in the corporate governance report.
M/s Anil Sood & Associates Chartered Accountants (Registration Number-004985N)acted as statutory auditors.
The remarks as contained in the auditor's report read with Notes forming part of theaccounts are self-explanatory
Cost Records as specified by the Central Government under Section 148(1) of theCompanies Act 2013 are made and maintained by the Company.
H.Tara & Co. were appointed as Cost Auditors for conducting Cost Audit for the year2018-2019 They (Cost Accountants) were also appointed as Cost Auditor for the year2019-2020.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company have appointed PDS& Co. Practicing Company Secretaries to undertake the secretarial audit of theCompany for the year 2019-2020. The Secretarial Audit Report done by PDS & Co. for theyear 2018-2019 is annexed herewith as "Annexure-G ".
M/S Pundir & Associates (Chartered Accountants) were appointed as Internal Auditorsof the Company for the year 2019-2020. The name of their firm changes to M/S VPSJ &Co. which is been taken note of by the Board of Directors.
Managerial Remuneration and Particulars of employees
The information required under section 197(12) of the Companies Act2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed herewith as "Annexure-D". The information required under section197(12) of the Companies Act 2013 read with rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not applicable to our Company asthere is no employee getting remuneration as prescribed in the rule.
Company has implemented an integrated risk management approach through which it reviewand assess significant risks on a regular basis to help ensure that there is a robustsystem of risk control and mitigation.
Senior Management periodically reviews this risk management framework to keep updatedand address emerging challenges.
Major risk identified for the Company by the management is price of raw-materials andfuel Currency Fluctuation Compliance financing. The management is of the view that noneof the above risks may threaten the existence of the Company as risk mitigation process isput in place to ensure that there is nil or minimum impact on the Company in case any ofthese risk materialize.
The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployee and directors to report genuine concerns and irregularities is any in theCompany noticed by them. The policy is annexed as "Annexure-E".
Corporate Social Responsibility
Section 135 of the Companies Act 2013 relating to Corporate Social Responsibility doesnot apply to your Company as your Company is below the threshold limit applicable for thesame.
Corporate Governance Report and Management Discussion and analysis
In terms of the provisions of SEBI (LODR) Regulations 2015 Corporate GovernanceReport is annexed as Annexure-H and the Management's discussion and analysis is annexedas Annexure-I.
Conservation of energy research and development technology absorption foreignexchange earnings and outgo
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure-A to theBoard's Report.
Sexual Harassment of Women at Workplace
Company has complied with provisions relating to the constitution of InternalComplaints Committee under Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013 No such incidence of sexual harassment of women wasreported during the year 2018-2019.
Your Directors would like to express their thanks to banks for their co-operation andassistance from time to time. The directors would also like to record appreciation to themembers of staff and workers who despite of constraints have been working hard for thecompany and are maintaining cordial relations.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
PLACE : NEW DELHI
DATED :8th AUGUST 2019