TO THE SHAREHOLDERS
Your Directors have pleasure in presenting the 34th Annual Reporttogether with Audited Balance Sheet and Profit & Loss Account for the year ended 31stMarch 2019. The highlights of the financial results are as under:
| || ||र in Lakh |
| ||2018-19 ||2017-18 |
|Total Revenue ||591.72 ||1465.66 |
|Profit Before Tax ||15.12 ||821.08 |
|Less : Tax Expenses ||(0.21) ||164.47 |
|Profit After Tax / Retained earning ||15.33 ||656.61 |
During the year 2018-2019 total revenue of the Company is `591.72 Lakh as compared to `1465.66 Lakh in previous year. The profit after tax is ` 15.33Lakh as compared to `656.61 Lakh in the previous year. There is no material change in thenature of business of the Company.
Considering the financial position of the company the Board ofDirectors does not recommend any dividend for this financial year.
TRANSFER TO RESERVE
Net profit for the year `15.33 Lakh (Previous Year ` 656.61 Lakh) isproposed to be retained in the Retained Earning.
There is no subsidiary/joint venture company within the meaning ofCompanies Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act2013 with respect to Directors' responsibility statement it is hereby confirmedthat:
a) in the preparation of Annual Accounts the applicable AccountingStandards have been followed along with proper explanation relating to materialdepartures;
b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31st March2019and profit of the Company for the said period;
c) the Directors have taken proper and sufficient care of themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) the Directors have prepared the Annual Accounts on a going concernbasis.
e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and
f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Appointments / Re-appointments
Pursuant to the recommendations of the Nomination and RemunerationCommittee the Board of Directors at its meeting held on 29.05.2019 has re-appointed ShriLalit Kumar Daga as Chairman & Managing Director of the Company for a period of 5(five) years & categorised him as a Director liable to retire by rotation and eligiblefor re-appointment subject to approval of shareholders of the Company.
Pursuant to the recommendations of the Nomination and RemunerationCommittee the Board of Directors at its meeting held on 29.11.2018 has appointed ShriRaghav Daga (DIN : 00084553) as an Additional Director liable to retire on Board ofDirectors of the Company in terms of Sections 152 161 and other applicable provisions ifany of the Companies Act 2013 (hereinafter referred to as "the Act") to holdoffice up to the date of the ensuing Annual General Meeting (AGM) of the Company subjectto approval of shareholders of the Company.
Pursuant to the recommendation of the Nomination and RemunerationCommittee the Board of Directors at its meeting held on 29.11.2018 has appointed Mrs.Santosh Mundhra (DIN: 08289315) as an Additional Independent Director in terms of Section149 152 161 Schedule IV and other applicable provisions if any of the Companies Act2013 read with Companies (Appointment and Qualification of Directors) Rules 2014(including any statutory modification(s) or re-enactments(s) thereof for the time beingforce) to hold office for a period of 5 (five) consecutive years not liable to retire byrotation subject to the approval of the shareholders at the ensuing AGM.
During the year under review due to pre-occupation and otherassignments Mrs. Renu Somani resigned as an Independent Director of the Company w.e.f.01.09.2018 and Shri Shailesh Daga & Shri Sudhir Goel resigned as Directors of theCompany w.e.f. 29.11.2018. The Board placed on record their appreciation for the valuablecontribution and quality expert advices given by them during their tenure as a Director ofthe Company.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company as on March 31 2019 are Shri Lalit Kumar DagaChairman & Managing Director Shri S.K. Sharma Chief Financial Officer andShri Amey Borkar Company Secretary.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed under theprovisions of the Act read with the Schedules and Rules issued thereunder as well asclause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force). Interms of Regulation 25(8) of the Listing Regulations the Independent Directors haveconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties.
MEETING OF THE BOARD
Eight Board Meetings were held during the year.
The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI Listing Regulations').
The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. as providedby the Guidance Note on Board Evaluation issued by the Securities and Exchange Board ofIndia on January 5 2017.
The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed theperformance of individual director on the basis of criteria such as the contribution ofthe individual director to the board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.
POLICY ON DIRECTORS' APPOINTEMENT AND REMUNERATION AND OTHERDETAILS
The Company's policy on directors' appointment andremuneration and other matter are as per provisions of Section 178(3) of the Act.
INTERNAL FINANCIAL CONTROLS
The details in respect of internal financial control and their adequacyare included in the Management Discussion and Analysis which is a part of this report.
RISK MANAGEMENT POLICY
The development and implementation of risk management policy has beencovered in the management discussion and analysis which forms part of this report.
PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED
The particulars of loans guarantees and investments have beendisclosed in the financial statements of the Company.
Audit Committee is constituted in line with the provisions ofRegulation 18 of SEBI Listing Regulations read with Section 177 of the Act.
The Audit Committee comprises Directors namely Shri NavinchandraShah (Chairman) Shri Raghav Daga and Smt Santosh Mundhra.
All the members of the Audit Committee are financially literate andhave experience in financial management.
During the year all the recommendations made by the Audit Committeewere accepted by the Board.
NOMINATION & REMUNERATION COMMITTEE
Committee is constituted in line with the provisions of Regulation 19of SEBI Listing Regulations read with Section 178 of the Act.
The Nomination & Remuneration Committee comprise of ShriNavinchandra Shah (Chairman) Shri Raghav Daga and Smt Santosh Mundhra.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Committee is constituted in line with the provisions of Regulation 20of SEBI Listing Regulations read with Section 178 of the Act.
The Stakeholder Relationship Committee comprise of Shri RaghavDaga (Chairman) and Shri Lalit Kumar Daga.
CORPORATE SOCIAL RESPONSIBILITY
The surge of profit for the year ended 31st March 2018 was due to saleof Investment of securities which is not from the ordinary business activity of theCompany. Hence CSR Policy is not applicable to the Company.
The Company has established a robust Vigil Mechanism and aWhistle-blower policy in accordance with provisions of the Act and Listing Regulations.The Vigil Mechanism and whistle-blower policy is put on the Company's website and canbe accessed at: https://www.associatedgroup-investors.com/ncl
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return of the Company as on 31st March 2019in Form MGT - 9 in accordance with Section 92 (3) of the Act read with Companies(Management and Administration) Rules 2014 is available on the website of the Company athttps://www.associatedgroup-investors.com/ncl and is set out in Annexure I to this Report.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon arm's length basis.
Your Directors draw attention of the members to Note no.31of thefinancial statement which set out related party transactions. Information on transactionswith related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of theCompanies(Accounts) Rules 2014 are given in Annexure II in Form AOC-2 and the same formspart of this report.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce) in respect of Directors/employees of the Company is set out in the Annexure III ofthis report.
AUDITORS AND AUDITORS' REPORT Statutory Auditor:
On the recommendation of the Audit Committee the Board of Directorshave proposed to re-appoint M/s. Motilal & Associates (Firm Reg.No. 106584W)Chartered Accountants as the statutory auditors of the Company for a period of five yearsfrom the conclusion of the ensuing Annual General Meeting
The Auditors have issued an unmodified opinion on the FinancialStatements for the financial year ended 31st March 2019
The Auditors' Report for the financial year ended 31st March 2019on the financial statements of the Company is a part of this Annual Report.
The Secretarial Audit Report relating to Secretarial Audit conducted byM/s Arun Dash & Associates for the financial year ended March 31 2019 under CompaniesAct 2013 read with Rules made thereunder is set out in the Annexure IV to this report.
The Secretarial Audit Report does not contain any qualificationreservation or adverse remark except the Company has submitted Annual financial result forfinancial year ended 31.03.2018 to the stock exchange on 15.06.2018 which was beyond theprescribed time limit under regulation 33 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. i.e 30.05.2018.
DEPOSITS FROM PUBLIC
During the year under review the Company has not accepted any depositwithin the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014 (including any statutory modification(s) or re- enactment(s) thereoffor the time being in force).
There was no significant and material orders passed by any regulatorsor courts or tribunals impacting the going concern status and company's operations infuture.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under theAct are provided in Annexure V to this Report.
You will be happy to note that the manufacturing unit of the Companynamely Elesar Focchi is an ISO 9001: 2015 certified unit.
Disclosures under Sexual Harassment of Women at Workplace (Preventionprohibition & redressal) Act 2013.
The Company has in place the Policy on Prevention of Sexual Harassmentat Workplace (POSH) in line with the requirements of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. No Complaint received by theCompany under the said Act.
The Board of Directors wish to convey their gratitude and place onrecord their appreciation for all the employees at all levels for their hard worksolidarity cooperation and dedication during the year.
Further the Board sincerely conveys its appreciation for itscustomers shareholders suppliers as well as vendors bankers business associatesregulatory and government authorities for their continued support.
| ||For and on behalf of the Board |
|Place: Mumbai ||Lalit Kumar Daga |
|Date: 29th May 2019 ||Chairman |
Annexure II Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of theCompanies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts / arrangements enteredinto by the company with related parties referred to in sub-section (1) of section 188 ofthe Companies Act 2013 including certain arm's length transactions under thirdproviso thereto:
1. Details of contracts or arrangements or transactions not atarm's length basis: NIL
2. Details of material contracts or arrangement or transactions atarm's length basis:
|Sr. No. ||Name(s) of the related party and nature of relationschip ||Nature of Contracts/ arrangements/ transaction ||Duration of contracts/ arrangement/ transaction ||Sailent terms of the contracts or arrangements or transactions including the value if any ||Date(s) of approval by the Board if any ||Amount paid in advance if any in ` |
|1 ||Hind Aluminium Industries Ltd. ||Leasing of Property ||N.A ||- ||- ||- |
|2 ||Dynavent Airsystems Pvt Ltd. ||Leasing of Property ||N.A ||- ||- ||- |
|3 ||Hind Aluminium Industries(Kenya) Ltd. ||Sale Purchase or supply of any goods or materials ||As per sales order ||- ||- ||- |
Information required under Section 197 of the Companies Act 2013 readwith Companies (Appointment and Remuneration) Rules 2014
A. Ratio of remuneration of each Director to the median remuneration ofall the employees of the Company in the financial year 2018-19 are as follows:
|Name of Director(s) ||Ratio of Remuneration of directors to the Median remuneration |
|Shri Lalit Kumar Daga ||0.20 |
1. The aforesaid details are calculated on the basis of remunerationfor the financial year 2018-19.
2. The remuneration of Directors includes sitting fees paid to them forthe financial year 2018-19.
3. During the year sitting fee paid to Non-Executive & IndependentDirectors (as per same rate of previous year) of which details mentioned in MGT-9 whichforms part of this Report.
B. Details of percentage increase in the remuneration of each DirectorChief Financial Officer and Company Secretary in the Financial year 2018-19 are as follows:
|Name ||Increase/(Decrease) |
| ||(%) |
|Shri Lalit Kumar Daga Chairman & Managing ||- |
|Director || |
|Shri S K Sharma Chief Financial Officer ||16.27% |
|#Mr. Amey Borkar Company Secretary ||- |
1. The remuneration to Director includes sitting fees paid to them.
# Appointed as Company Secretary w.e.f 01.10.2018 therefore percentageincrease in remuneration is not reported.
C. The number of permanent employees on the roll of the Company: 20.
D. Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:
Average percentage increase made in the salaries of employees otherthan the managerial personnel in the last financial year i.e. 2018- 19 was 12.84% whereasthere is no percentage increase in the managerial remuneration for the same financialyear.
E. Affirmation that the remuneration is as per the remuneration policyof the Company: The Company affirms that the remuneration is as per the remunerationpolicy of the Company.
F. The statement containing names of top ten employees in terms ofremuneration drawn and the particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014;
Information regarding remuneration and particulars of other employeesof the Company will be available for inspection by the members at the Registered Office ofthe Company during business hours on working days upto the date of the ensuing AnnualGeneral Meeting of the company. If any member is interested in obtaining a copy thereofsuch member may write to the Company Secretary where upon a copy would be sent.
Information as per Section 134(3) (m) of the Companies Act 2013 readwith Rule 8(3) of The Companies (Accounts) Rules 2014 and forming part of theDirectors' Report for the year ended 31st March 2019.
CONSERVATION OF ENERGY:
Energy conservation continues to be an area of focus for the company.Initiatives to integrate energy efficiency into overall operations are undertaken throughdesign considerations and operational practices. The key initiatives towards conservationof energy were:
a. improved monitoring of energy consumption through smart metering andintegration with building management systems;
b. setting internal targets for energy performance improvement andinstitution of rigorous operational controls toward achieving these targets;
c. The Company is planning for Solar energy as an alternate source ofenergy.
d. The Company has invested on energy conservation equipment.
TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION:
The Company continues to use the latest technologies for improving theproductivity and quality of its services and products. The Company's operations donot require significant import of technology.
RESEARCH AND DEVELOPMENT (R&D):
The Company is actively engaged in product up gradation designdevelopment and new product development.
Since the expenditure incurred on research and development activitieswere not substantial no separate account for the same was being maintained.
FOREIGN EXCHANGE EARNING AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the yearand the Foreign Exchange outgo during the year in terms of actual outflows:
Foreign Exchange Earnings & Outgo are provided in the Notes formingpart of the Accounts.