Your Directors have pleasure in presenting the 33rd Annual Report together with AuditedBalance Sheet and Profit & Loss Account for the year ended 31st March 2018. Thehighlights of the financial results are as under:
|FINANCIAL RESULTS: || || |
| || ||` in Lakh |
| ||2017-18 ||2016-17 |
|Total Revenue ||1465.66 ||1215.76 |
|Profit Before Tax ||821.08 ||53.55 |
|Less : Tax Expenses ||164.47 ||13.63 |
|Profit Affer Tax / Retained earning ||656.61 ||39.92 |
Considering the financial position of the company the Board of Director does notrecommend any dividend for this financial year.
TRANSFER TO RESERVE
Net profit for the year ` 656.61 Lakh (Previous Year ` 39.92 Lakh) is proposed to beretained in the Retained Earning.
There is no subsidiary/joint venture company within the meaning of Companies Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' responsibility statement it is hereby confirmed that:
a) in the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures;
b) the Directors have 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 as at 31st March2018 and profit of theCompany for the said period;
c) the Directors have taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the Annual Accounts on a going concern basis.
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; 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
In accordance with the provisions of the Act and the Articles of Association of theCompany Shri Shailesh Daga Director of the Company retires by rotation at the ensuingAGM and being eligible has offered himself for re-appointment. Shri Shailesh Dagais a Commerce Graduate from the University of Mumbai and MBA from Bond UniversityAustralia. He has over 31 year experience in Aluminium Industries. He holds 8960 equityshares in the Company. He is the son of Shri Lalit Kumar Daga Chairman/Director of theCompany. Shri Shailesh Daga also hold directorship in another listed company viz. HindAluminium Industries Limited.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2018 are Shri Lalit Kumar Daga Chairman & ManagingDirector and Shri S.K. Sharma Chief Financial Officer.
An experienced team of senior executive of the company are looking affer all CompanyAct 2013 and SEBI (LODR) 2015 Compliances however the company is also looking for aqualified Company Secretary.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received declarations from all Independent Directors of the CompanyConfirming that they continue to meet the criteria of independence as prescribed undersection 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Independent Directors haveconfirmed that they have complied with the Company's code of conduct.
MEETING OF THE BOARD
Four Board Meetings were held during the year.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI Listing Regulations').
The performance of the board was evaluated by the board affer seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.
The performance of the committees was evaluated by the board affer seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual director on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
POLICY ON DIRECTORS' APPOINTEMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other matter are asper provisions of Section 178(3) of the Act.
INTERNAL FINANCIAL CONTROLS
The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.
The composition of the Audit Committee is in alignment with provisions of Section 177of the Companies Act 2013 read with the Rules issued thereunder and Regulation 18 of theListing Regulations. The members of the Audit Committee are financially literate and haveexperience in financial management.
The Audit Committee comprise of Shri Navinchandra Shah Shri Sudhir Goel andShri Narayan Das Mundhra.
All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company.
NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition of the Nomination & Remuneration Committee is in alignment withprovisions of Section 178 of the Companies Act 2013 read with the Rules issued thereunderand Regulation 19 of the Listing Regulations.
The Nomination & Remuneration Committee comprise of Shri Navinchandra ShahShri Sudhir Goel and Mrs Renu Somani.
The Company has established a robust Vigil Mechanism and a Whistle-blower policy inaccordance with provisions of the Act and Listing Regulations. The Vigil Mechanism andwhistle-blower policy is put on the Company's website and can be accessed at :www.associatedgroup.com/NCL
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure I to thisReport
CONTRACTS AND WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the
Company during the financial year with related parties were in the ordinary course ofbusiness and on arm's length basis.
Your Directors draw attention of the members to Note no. 32 of the financial statementwhich set out related party transactions.Information on transactions with related partiespursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts)Rules 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force) inrespect of Directors/employees of the Company is set out in the Annexure III of thisreport.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. Motilal & Associates (Firm Reg. No. 106584W) Chartered Accountants wereappointed as statutory auditors of the Company from the conclusion of 29thAGM of the company till the conclusion of the 34th AGM of the Company to beheld in the year 2019.
SECRETARIAL AUDITORS' REPORT
The Secretarial Audit Report for the financial year ended March 31 2018 relating toSecretarial Audit conducted by M/s Arun Dash & Associates Company Secretaries isannexed herewith marked as Annexure IV to this report. An Experienced team of SeniorExecutive of the Company is looking affer all company laws and SEBI (LODR) Regulation2015 Complianes however the Company is also looking for a suitable qualified CompanySecretary.
RISK MANAGEMENT POLICY
The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.
PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loans guarantees and investments have been disclosed in thefinancial statements of the Company.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount ofprincipal or interest on deposits from public was outstanding as on the date of thebalance sheet.
There was no significant and material orders passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY:
Energy conservation continues to be an area of focus for the company. Initiatives tointegrate energy efficiency into overall operations are undertaken through designconsiderations and operational practices. The key initiatives towards conservation ofenergy were:
a. improved monitoring of energy consumption throughsmartmeteringandintegrationwithbuildingmanagement systems;
b. setting internal targets for energy performance improvement and institution ofrigorous operational controls toward achieving these targets;
c. The Company is planning for Solar energy as an alternate source of energy.
d. The Company has invested on energy conservation equipment.
TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION:
The Company continues to use the latest technologies for improving the productivity andquality of its services and products. The Company's operations do not require significantimport of technology.
RESEARCH AND DEVELOPMENT (R&D):
The Company is actively engaged in product up gradation design development and newproduct development.
Since the expenditure incurred on research and development activities were notsubstantial 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 year and the ForeignExchange outgo during the year in terms of actual outflows:
Foreign Exchange Earnings & Outgo are provided in the Notes forming part of theAccounts.
You will be happy to note that the manufacturing unit of the Company namely ElesarFocchi is an ISO 9001: 2015 certified unit.
Disclosures under Sexual Harassment of Women at Workplace (Prevention prohibition& redressal) Act 2013.
The Company has in place the Policy on Prevention of Sexual Harassment at Workplace(POSH) in line with the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. No Complaint received by the Companyunder the said Act .
The Board of Directors wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year.
Further the Board sincerely conveys its appreciation for its customers shareholderssuppliers as well as vendors bankers business associates regulatory and governmentauthorities for their continued support.
| ||For and on behalf of the Board |
| ||Lalit Kumar Daga |
| ||Chairman |
|Place: Mumbai || |
|Date: 15th June 2018. || |