Your Directors are pleased to present the 36th Annual Report together with auditedfinancial statements for the year ended March 31 2019.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31 2019 is summarizedbelow:
| || || || ||र in Lakhs |
| || |
|Particulars ||31-Mar-19 ||31-Mar-18 ||31-Mar-19 ||31-Mar-18 |
|Revenue from Operations ||13338.51 ||13023.04 ||13855.68 ||13644.98 |
|Profit Before Share of Profit of Associate ||3043.05 ||3505.76 ||3081.35 ||3526.85 |
|Share of Profit of Associate ||- ||- ||230.10 ||195.86 |
|Tax Expenses (Including Deferred Tax) ||731.23 ||1014.89 ||736.27 ||1019.17 |
|Profit after Tax ||2311.82 ||2490.88 ||2575.18 ||2703.54 |
2. PERFORMANCE REVIEW
The Revenue from operations for the Company on the Standalone basis for the year2018-19 stood at र13338.51 lakhs as against र13023.04 lakhs in the previous yearreflecting stability of operations in an otherwise uncertain market. Profit before taxstood at र3043.05 lakhs in 2018-19 as compared to र3505.76 lakhs in the previousyear. The Company could withstand adverse market conditions in the overseas market mainlydue to its thirst on achieving internal operational excellence penetration into newmarkets extensive tightening control on inventory management participating in the shift torenewable in energy and exercising stringent cost control measures. Net profit after taxstood at र2311.82 lakhs for the current year as compared to र2490.88 lakhs in theprevious year. Consequently the earnings per share for the year 2018-19 stood at र8.18/-per share as compared to र8.69/- per share in the year 2017-18.
The revenue from operations for the Company of the Consolidated for the year 2018-19stood at र13855.68 lakhs as against र13644.98 lakhs in the previous year reflectingstability of operations in an uncertain market. Profit before tax stood at र3311.45lakhs in 2018-19 as compared to र3722.72 lakhs in the previous year. Net profit aftertax stood at र2575.18 lakhs for the current year as compared to र2703.54 lakhs inthe previous year. Consequently the earnings per share for the year 2018-19 stood atर9.11/- per share as compared to र9.43/- per share in the year 2017-18.
3. CAPITAL EXPENDITURE
As at 31st March 2019 the gross fixed assets stood at र12729.80 lakhs and net fixedassets र10500.14 lakhs. Additions during the year amounted to र2039.80 lakhs.
During the Financial Year 2018-19 your Company has not declared any dividend (Interimand Final) for the Financial Year ended March 31 2019.
5. BUY-BACK OF EQUITY SHARES
The Board of Directors of the Company approved the proposal of buyback of Equity Sharesof the Company in its meeting held on March 18 2019 at the Maximum buyback price ofर130/- per equity share and the Maximum buyback size of र100000000/- (Rupees TenCrores only). The maximum indicative number of Equity shares that can be bought back is769230 Equity Shares comprising approximately 2.72% of the paid-up equity share capitalof the Company.
The buyback was offered to all eligible equity shareholders of the Company (other thanthe Promoters the Promoter Group and Persons in Control of the Company) under the openmarket route through the stock exchange. The Company will fund the buyback from its freereserves current surplus and/ or cash and cash equivalents and/or internal accrualsand/or liquid resources and/or such other permissible sources of funds of the Company. Thebuyback of equity shares through the stock exchange commenced on March 29 2019 and isexpected to be completed by September 2019.
The maximum indicative number of Equity shares that can be bought back at the abovemaximum price would be 769230. If the Equity shares are bought back at a price below themaximum Buyback price of र130/- the actual number of Equity shares bought back couldexceed the above indicative maximum Buyback quantity but will always be subject to theMaximum Buyback size.
Status of the Buyback as on the report date
The buyback commenced on March 29 2019. The details regarding the number of sharesbought back on a monthly basis are as follow:
|Sr. No. ||Month ||No. of Equity Shares bought back ||Consideration Paid (In र) ||% of Maximum Buyback Size |
|1. ||March 2019 ||0 ||0 ||0 |
|2. ||April 2019 ||110691 ||12667587.65 ||12.67 |
|3. ||May 2019 ||119733 ||13789995.40 ||13.79 |
|4. ||June 2019 ||111412 ||12917762.55 ||12.92 |
|5. ||July 2019 ||101382 ||11290771.55 ||11.29 |
|6. ||Upto Aug 13 2019 ||11898 ||1198866.80 ||1.20 |
| ||Total ||455116 ||51864983.95 ||51.87 |
In terms of the SEBI Buyback Regulations the Equity Shares bought back during themonth are required to be extinguished within 15 days of the succeeding month.
Consequently the paid-up capital of the Company as at August 13 2019 has been reducedfrom र28257856 (Pre-Buyback) to र27814638 Equity Shares of र10 each.
6. SHARE CAPiTAL
The paid up Equity Share Capital as on March 31 2019 was र2825.79 lakhs. During theyear under review the Company has not issued shares or convertible securities or shareswith differential voting rights nor has granted any stock options or sweat equity orwarrants. As on March 31 2019 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.
7. credit rating
The Company's financial discipline and prudence is reflected in the strong creditratings ascribed by ICRA Limited as given below:
|Instrument ||Rating |
|Long Term Debt ||ICRA A (Stable) |
|Short Term Debt ||ICRA A1 |
8. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statement has been prepared in accordance with provision of theCompanies Act 2013 (hereinafter referred to as the "Act") read with theCompanies (Accounts) Rules 2014 and the applicable Indian Accounting Standards prescribedby the Institute of Chartered Accountants of India and the provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to asthe "SEBI Listing Regulations") along with all the relevant document andthe audited consolidated financial statements are provided in this Annual Report.
9. subsidiary companies and associate company
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements ofSubsidiaries is given in Form AOC-1 which forms an integral part of this Report.
As on March 31 2019 your Company has following 2 (Two) Subsidiary Companies and1(one) Associate company.
1. Orbit Inc.
2. Excellere (UK) Ltd.
1. Rainbow Line Trading L.L.C.
The Company has one operating subsidiary company Orbit Inc. and one associate companyRainbow Line Trading L.L.C. Further one subsidiary company Excellere (UK) Ltd. is yet tocommence business.
The performance highlights of operating subsidiary and their contribution to theoverall performance of the company during the financial year ended March 31 2019 are asunder:
|Subsidiary || |
Performance during FY 2018-19 (र in Lakhs)
Contribution to overall performance of the Company (%)
| ||Revenue ||Profit After Tax ||Revenue ||Profit After Tax |
|Orbit Inc. ||1260.09 ||16.33 ||9.09 ||0.63 |
The performance highlights of operating associate is as under:
Rainbow Line Trading L.L.C.: Revenue for the year ended March 31 2019 stood atर3651.24 Lakhs and Profit After Tax for the year ended March 31 2019 stood atर287.62 Lakhs.
Pursuant to the provisions of Section 136 of the Act the Financial Statements of thesesubsidiaries are uploaded on the website of the Company i.e. www.orbitexports.com under'Investor Information' tab and shall also be available for inspection by any Member at theRegistered Office of the Company on all working days (Monday to Friday) during businesshours till the date of ensuing Annual General Meeting. Any Member desirous of having acopy of Financial Statements of subsidiary companies can obtain the same from the Companyby making a written request in this regard.
Pursuant to SEBI Listing Regulations the Company has formulated a policy fordetermining its 'material subsidiaries' The said Policy is uploaded on the website of theCompany at www.orbitexports.com under 'Investor Information' tab.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the operations of the Company as requiredunder the Regulation 34 of the SEBI (LODR) Regulations 2015 is provided in a separatesection and forms an integral part of this Report.
11. CORPORATE GOVERNANCE REPORT AND CERTIFICATE
As required under Regulation 34(3) read with Schedule V(C) of the Listing Regulationsa report on Corporate Governance and the certificate as required under Schedule V(E) ofthe SEBI (LODR) Regulations 2015 from S. K. Jain & Co. Practicing CompanySecretaries regarding compliance of conditions of Corporate Governance is provided in aseparate section and forms an integral part of this Report.
12. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureA" to this Report and is also available on the Company's website viz.http://www.orbitexports.com.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 andCompany's Articles of Association Mrs. Anisha Seth Whole Time Director of the Companyretires by rotation at the ensuing Annual General Meeting and the Board of Directors onthe recommendation of Nomination and Remuneration Committee has recommended herre-appointment and being eligible has offered herself for re-appointment.
During the year under review the Board of Directors on the recommendation ofNomination and Remuneration Committee has re-appointment Mr. Pankaj Seth as ManagingDirector and Mrs. Anisha Seth as Whole-time Director of the Company for the period of5(five) years with effect from April 01 2020 subject to approval of shareholders astheir current term of office is upto March 31 2020.
Further the Board of Directors on recommendation of the Nomination and RemunerationCommittee appointed Mr. Sunil Ramesh Buch as an Additional Director with effect fromFebruary 04 2019. In terms of Section 161 of the Act Mr. Sunil Ramesh Buch holds officeup to the date of ensuing Annual General Meeting. The Company has received requisitenotice in writing from a member proposing Mr. Sunil Ramesh Buch's name for the office ofDirector. Accordingly the Board recommends the resolution in relation to appointment ofMr. Sunil Ramesh Buch as a Nonexecutive Independent Director for the approval by themembers of the Company. Brief profile of Mr. Sunil Ramesh Buch has been given in theNotice convening the Annual General Meeting.
Further the Board of Directors on recommendation of the Nomination and RemunerationCommittee re-appointed Mr. Saumil Marfatia who was appointed as "IndependentDirector" by the Members through Postal Ballot resolution passed on September 162014 effective September 10 2014 for a period of five years up to September 09 2019will be completing his first term as Independent Director and are eligible forre-appointment for a second term of two years.
Mr. Balkrishna Patil Independent Director has expressed his desire not to bere-appointed for a second term as an Independent Director. The Board has placed on recordits sincere appreciation for the valuable contributions made by Mr. Balkrishna Patilduring his long association with the Company as Director of the Company.
Mr. Gopikrishna Bubna resigned from the Directorship of the Company as Non - ExecutiveIndependent Director of the Company from the close of the working hours on February 042019. The Board places on record its deep appreciation for the services rendered by Mr.Gopikrishna Bubna during his tenure as Director and Member of various committees of theBoard of Directors of the Company.
In compliance with sub-regulation (3) of Regulation 36 of SEBI Listing Regulationsbrief resume expertise and other details of the Director(s) proposed to be appointed/re-appointed are given in the Notice convening the ensuing Annual General Meeting. TheBoard recommends the appointment/ re-appointment of Directors as stated above in theensuing Annual General Meeting.
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 Regulation16(1)(b) of the Listing Regulations. In the opinion of the Board the IndependentDirectors fulfil the conditions of independence specified in Section 149(6) of the Actand Regulation 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 (KMP):
Mr. Pankaj Seth Managing Director Mrs. Anisha Seth Whole Time Director Mr. MukeshDeopura Chief Financial Officer and Mrs. Neha Poddar Company Secretary are the KeyManagerial Personnel of your Company in accordance with the provisions of Section 2(51)and Section 203 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
14. NUMBER OF MEETINGS OF THE BOARD
During the year under review Six Meetings of the Board of Directors of the Company wereheld during the financial year 2018-19. The particulars of meetings held and attended byeach Director are detailed in the Corporate Governance Report.
15. COMMITTEES OF THE BOARD
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility 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.
16. BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard's functioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance.
The performance evaluation of the Directors was completed during the year under review.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by the Independent Directors and Non-Executive Director. The Board of Directorsexpressed their satisfaction with the evaluation process.
17. REMUNERATION POLICY OF THE COMPANY
The Remuneration Policy of the Company for appointment and remuneration of theDirectors Key Managerial Personnel and Senior Executives of the Company along with otherrelated matters have been provided in the Corporate Governance Report.
As and when need arises to appoint Director the Nomination and Remuneration Committee(NRC) of the Company determines the criteria based on the specific requirements. NRC whilerecommending candidature to the Board takes into consideration the qualificationattributes experience and Independence of the Candidate. Director(s) appointment andremuneration are made as per NRC Policy of the Company.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
During the year the Company has granted Inter Corporate Deposit of र50 Lakhs to M/s.Shahlon Silk Industries Ltd. for a period of 6 months and at an interest rate of 12% p.a.The Company has received back the Inter Corporate Deposit from M/s. Shahlon SilkIndustries Ltd. on February 28 2019.
The Company has also granted Inter Corporate Deposit of र25 Lakhs to Wampum Syntexfor a period of 6 months and at an interest rate of 12% p.a. and which was furtherextended for a period of 5 months and 11 days w.e.f. October 17 2018 to March 27 2019.The Company has received back the Inter Corporate Deposit from Wampum Syntex on March 142019 and Company also granted Inter Corporate Deposit of र25 Lakhs to Wampum Syntex fora period of 3 months and at an interest rate of 12% p.a. and which was further extendedfor a period of 4 months w.e.f. November 09 2018 to March 27 2019. The Company hasreceived back the Inter Corporate Deposit from Wampum Syntex on March 14 2019.
In the month of April 2019 the Company has granted Inter Corporate deposit of र50Lakhs to Wampum Syntex for a period of 6 months or at an earlier date days beginning fromthe date of disbursal of loan i.e. April 16 2019 and at an interest rate of 12% p.a.
In the month of May 2019 the Company has granted Inter Corporate deposit of र50Lakhs to M/s. Shahlon Silk Industries Ltd. for a period of 6 months or at an earlier datedays beginning from the date of disbursal of loan i.e. May 15 2019 and at an interestrate of 12% p.a.
19. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The policy provides for a framework and process whereby concerns can be raised byits employees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. More details on the vigil mechanism and theWhistle Blower Policy of your Company have been outlined in the Corporate GovernanceReport which forms part of this report.
20. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
The Board of Directors has adopted a policy on Related Party Transactions. Theobjective is to ensure proper approval disclosure and reporting of transactions asapplicable between the Company and any of its related parties. During the financial year2018-19 your Company has entered into transactions with related parties as defined undersection 2 (76) of the Companies Act 2013 read with Companies (Specifications ofDefinitions Details) Rules 2014 which were in the ordinary course of business and onarm's length basis and in accordance with the provisions of Companies Act 2013 Rulesissued thereunder. During the financial year 2018-19 there were transactions with therelated parties which qualify as material transactions under Listing Agreement.
The details of the related party transactions are disclosed in the notes to accountsannexed to the standalone financial statement forming part of this Annual Report.
All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. Material Related Party Transactions i.e. transactionsexceeding 10% of the annual consolidated turnover as per the last audited financialstatements were entered during the year by your Company. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3)(h) of the Companies Act 2013in Form AOC-2 is attached as "Annexure - B".
The Policy on related party transactions as formulated by the Board is available onthe Company's website i.e. www.orbitexports.com under 'Investor Information' tab.
21. STATE OF COMPANY'S AFFAIRS:
The total income for the financial year under review was र 13676.69 Lakhs as againstर 13380.43 Lakhs for the previous financial year registering an increase of 2.21 %. Theprofit before tax from continuing operations including exceptional items was र 3043.05Lakhs for the financial year under review as against र3505.76 Lakhs for the previousfinancial year registering an decrease of 13.20%. The profit after tax from continuingoperations including exceptional items was र 2311.82 Lakhs for the financial year underreview as against र 2490.88 Lakhs for the previous financial year registering andecrease of 3.17%.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is set as "Annexure C" to this Report.
23. RISK MANAGEMENT POLICY:
As per the provision of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the provision of this regulation shall be applicable to top 500 (fivehundred) listed entities determined on the basis of Market Capitalisation as per the endof the immediate previous financial year and as per the provisions of the Section134(3)(n) of Companies Act 2013 a Statement indicating development and implementation ofa Risk Management Policy for the Company including identification therein of element ofrisk if any which in the opinion of the Board may threaten the existence of the Company.As per the above mention provisions Risk Management Policy is not applicable to theCompany.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There has been no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations. All the ordersreceived by the Company during the year are of routine in nature which have nosignificant/ material impact.
25. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
As required under the Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 ("IEPF Rules") during the year 2018-19unclaimed dividend for financial year 2010-11 of र0.79 Lakhs was transferred to theInvestor Education and Protection Fund ("IEPF").
26. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 and based on the representationreceived from the management your Directors confirm that:
a. in the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
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 March 31 2019 and of the profit ofthe Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
27. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 M/s. G.M. Kapadia & Co. Chartered Accountants (FirmRegistration No.104767W) were appointed as Statutory Auditors of the Company for a termof 5 years to hold office from the conclusion of 32nd Annual General Meeting held onAugust 24 2015 until the conclusion of 37th Annual General Meeting subject toratification of their appointment at every subsequent Annual General Meeting if sorequired under the Act. The Requirement to place the matter relating to appointment ofauditor for ratification by Members at every AGM has been done away by the Companies(Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolution is beingproposed for ratification of appointment of statutory auditors at the ensuing AGM and anote in respect of same has been included in the Notice for this AGM. The Auditors haveconfirmed that their appointment would be in accordance with the Section 139 of theCompanies Act 2013 and rule made thereunder and that they are not disqualified in termsof Section 141 of the Act.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
28. COST AUDITOR
In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Amendment Rules 2014 your Company is required to maintain costrecords and accordingly such accounts are made and records have been maintained relatingto Textile Divisions every year.
The Board of Directors on the recommendation of the Audit Committee have appointed M/s.Balwinder & associates Cost Accountants (Firm Registration Number: 000201) asCost Auditors of the Company for the financial year ending 31st March 2020 on aremuneration as mentioned in the Notice convening the 36th Annual General Meeting forconducting the audit of the cost records maintained by the Company.
A resolution seeking ratification by the members for the remuneration payable to CostAuditor forms part of the Notice of the 36th Annual General Meeting of the Company andsame is recommended for your consideration and approval.
29. SECRETARIAL AUDITOR
Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed S. K. Jain & Co. a firm of the Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 201920. TheSecretarial Audit Report for the financial year ended March 31 2019 is annexed herewithand marked as "Annexure D" to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.
30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations to ensure that all assets are safeguarded and protectedagainst loss from unauthorized use or disposition and those transactions are authorizedrecorded and reported correctly.
The internal control is exercised through documented policies guidelines andprocedures. It is supplemented by an extensive program of internal audits. The auditobservations and corrective action taken thereon are periodically reviewed by the auditcommittee to ensure effectiveness of the internal control system. The internal control isdesigned to ensure that the financial and other records are reliable for preparingfinancial statements and other data and for maintaining accountability of persons.
The scope and coverage of the internal audit plan includes reviewing and reporting onkey process risks adherence to operating guidelines and statutory compliances. Theinternal audit function provides assurance to the Board and the Audit Committee regardingthe design adequacy and operating effectiveness of the internal control system.
31. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 read with Schedule VII of the Companies Act 2013along with the Companies (Corporate Social Responsibility Policy) Rules 2014 and anyother statutory amendment or modification thereof and the Company's CSR Policy in respectof Corporate Social Responsibility activity. The CSR Policy has been posted on the websiteof the Company at www.orbitexports.com under 'Investor Information' tab.
During the year under the review the Company was required to spend 2 percent of theaverage net profits for the preceding three financial years calculated in terms of theprovisions of Section 198 of the Act. The report on CSR activities as required under theCompanies (Corporate Social Responsibility Policy) Rules 2014 is set out as"Annexure E".
32. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. During the year under review no cases werereceived/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
33. EMPLOYEES' STOCK OPTION SCHEME
The Nomination and Remuneration Committee of the Board of Directors of the Companyinter alia administers and monitors the Employees' Stock Option Scheme of the Company inaccordance with the applicable SEBI (Share Based Employee Benefits) Regulations 2014erstwhile SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999 and as per Section 62(1)(b) of the Companies Act 2013 read with Rule12(9) of the Companies (Share Capital and Debentures) Rules 2014.
Disclosures with respect to Employees Stock Option Scheme of the Company
Number of options granted: 151000
Exercise Price: 52000 options granted at an exercise price of र69.75/- per option95000 options granted at an exercise price of र342/- per option and 4000 optionsgranted at an exercise price of र348.50/-.
Options vested: 52000 options and 95000 options and 4000 options.
Options exercised: On 5th November 2015 company allotted 30000 equity sharespursuant to exercise of 30000 stock options by the employees of the Company.
On 29th January 2016 company allotted 13000 equity shares pursuant to exercise of13000 stock options by the employees of the Company.
On 2nd April 2016 company allotted 9000 equity shares pursuant to exercise of 9000stock options by the employees of the Company.
Your Company did not accepted any deposits within the meaning of the provisions ofChapter V - Acceptance of Deposits by Companies read with the Companies (Acceptance ofDeposits) Rules 2014 during the year under review. Hence the requirement for furnishingof details of Deposits which are not in Compliance with the Chapter V of the Act is notapplicable.
35. REPORTING OF FRAUDS
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) ofthe Act and Rules framed thereunder.
36. AMOUNT IF ANY PROPOSED TO BE TRANSFERRED TO GENERAL RESERVES
There was no transfer to General Reserves during the Financial Year 2018-19.
37. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING FINANCIAL POSITION OF THECOMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT
There has been no material changes and commitment affecting the financial performanceof the Company occurred between the end of the Financial Year of the Company to which theFinancial Statements relate and the date of this Report.
38. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year underreview.
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:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
40. OTHER DiSCLOSURE
1. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board and General Meeting.
2. There are no significant/material orders passed by theregulators/courts/tribunals/Statutory and quasi-judicial body during the year under reviewwhich would impact the going concern status of your Company and its future operations.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||For and on behalf of the Board of directors |
|Dated: August 13 2019 ||Pankaj Seth |
|Place: Mumbai. ||Chairman & Managing Director |