Your Company's Directors are pleased to present the 46th Annual Report of the Companytogether with the Statement of Audited Accounts for the financial year ended 31st March2019.
( R s. in Lacs)
|Particulars ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
|Revenue from Operations ||45305.27 ||39821.93 |
|Operating Expenses ||43019.24 ||38172.03 |
|Operating Profitbefore Interest Tax Depreciation & Amortization ||2286.03 ||1649.90 |
|Depreciation & Amortization Expense ||763.57 ||783.65 |
|Finance Costs ||1361.79 ||1291.18 |
|Other Income ||219.29 ||463.93 |
|Profit/(Loss) before Exceptional & Extraordinary Items and Tax ||379.96 ||38.99 |
|Exceptional & Extraordinary Items ||- ||- |
|Profit/(Loss) before Tax ||379.96 ||38.99 |
|Tax Expense (including Deferred Tax) ||124.11 ||(1 5.72) |
|Profit for the year from Continuing Operations ||255.85 ||54.71 |
|Total Comprehensive Income for the year ||255.85 ||54.71 |
TRANSFER TO RESERVES
No amount has been transferred to the Reserves in view of inadequacy of profits forthe financial year under review.
STATE OF COMPANY AFFAIRS / REVIEW OF OPERATIONS
The total revenue (including other income) of the Company during the year was Rs.455.25crores as compared to Rs.402.86 crores in the previous year. The Company reported a totalincome of Rs.2.56 crores for the year under review. The business environment ischallenging considering the current global economic conditions and the geopoliticalenvironment.
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which this financialstatements relate and the date of this Report.
The Directors do not recommend any dividend for the year ended 31st March 2019.
The paid-up Equity Share Capital of your Company as on March 31 2019 was Rs.19.08crores. The Company has not issued shares with differential voting rights/Bonus Shares norhas granted stock options/sweat equity and has not bought back any of its securitiesduring the year under review.
The Company has not accepted or renewed any deposits during the year. There are nooutstanding deposits as at 31st March 2019.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors confirm that: a)in preparation of the annual accounts for the year ended March 31 2019 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any; b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2019 andof the profit of the Company for the year ended on that date; c) they have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d) they have prepared the annual accounts ona 'going concern' basis; e) they have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Company has implemented procedures and adopted practices in conformity with theCode of Corporate Governance as stipulated under Regulation 34 read with Schedule V(C) ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. TheCompany has implemented Code of Conduct for all its Executive Directors and SeniorManagement Personnel Non-Executives Non-Independent and Independent Directors who haveaffirmed compliance thereto. The said Code of Conduct has been posted on the website ofthe Company.
The Management Discussion and Analysis Report and the Corporate Governance Reportappearing elsewhere in this Annual Report forms part of Directors Report. A certificatefrom the Statutory Auditors of the Company certifying the compliance of conditions ofCorporate Governance is also annexed thereto.
CORPORATE SOCIAL RESPONSIBILITY
The provisions as prescribed under Section 135 of the Companies Act 2013 with regardto corporate social responsibility along with Rules made thereunder are not applicable tothe Company. The Corporate Social Responsibility Policy and the Committee shall be framedand constituted as and when required.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your Company has not directly or indirectly: a) given any loan to any person or otherbody corporate other than usual advances envisaged in a contract of supply of materials ifany b) given any guarantee or provide security in connection with a loan to any otherbody corporate or person; and c) acquired by way of subscription purchase or otherwisethe securities of any other body corporate exceeding sixty percent of its paid-up sharecapital free reserve and securities premium account or one hundred percent of its freereserves and securities premium account whichever is more.
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on Related Party Transactions for the purpose ofidentification and monitoring of such transactions. The said Policy on Related PartyTransactions as approved by the Board is uploaded on the Company's web-site.
There were no related party transactions entered into by the Company during thefinancial year which attracted the provisions of Section 188 of Companies Act 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Based on recommendation of Nomination and Remuneration Committee (NRC) Mr. Samir M.Parikh was appointed as an Additional Director (Independent) by the Board of Directorseffective from February 4 2019 subject to approval of Members at ensuing Annual GeneralMeeting. A resolution seeking appointment of Mr. Samir M. Parikh as an IndependentDirector for five years is provided at item no. 3 of notice of the ensuing AGM. Membersare requested to consider and approve his appointment.
Mr. Nilesh B. Mehta an Independent Director of the Company resigned from the officeof Director with effect from 8th October 2018 after serving the board for a period ofabout 21 years.
Your Directors wish to place on record their appreciation for his service and valuablecontribution made during his long association with the Company.
In accordance with the provisions of Section 152(6) of the Companies Act 2013 andRules made thereunder Mr. Ashok R. Malhotra retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for reappointment. The Board recommendshis re-appointment.
Mr. Amal D. Dhru and Mr. Milan P. Shah were appointed as Independent Directors in the41st AGM of the Company held on 30th September 2014 for a term of 5 years and their firstterm will expire at the conclusion of 46th AGM to be held on 28th September 2019.
The aforesaid Independent Directors being eligible the Board recommends theirre-appointment for a second term of five years to the shareholders of the Company at theensuing AGM. Members are requested to consider and approve their re-appointment.
Declaration by Independent Directors
The Company has received necessary declarations/confirmation from each IndependentDirector under Section 149(6) and 149(7) of the Companies Act 2013 and Regulation16(1)(b) and Regulation 25(8) of the SEBI (LODR) Regulations 2015 that they meet thecriteria of independence laid down thereunder.
In accordance with the provisions of Section 152(6)(e) of the Companies Act 2013 noneof the Independent Directors are liable to retire by rotation.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 the Board hascarried out an annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of Board Committees viz. AuditCommittee Nomination & Remuneration Committee Stakeholders' RelationshipCommittee.The details of Board evaluation process have been provided under the CorporateGovernance Report.
Familiarization Programme for Independent Directors
In compliance with the requirements of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Company has put in place a familiarization programmefor Independent Directors to familiarize them with their role rights and responsibilitiesas Directors the operations of Company business overview etc. The details offamiliarization programme are explained in the Corporate Governance Report.
The Board on the recommendation of the Nomination and Remuneration Committee had frameda policy for selection and appointment of Directors Senior Management and theirremuneration. The details of the Remuneration Policy forms part of Corporate GovernanceReport of this Annual Report.
Number of Meetings of the Board and its committees
During the year under review (4four) meetings of the Board of Directors of the Companywere convened and held. The detailed information on the meeting of the Board and itsvarious Meetings are included in the Corporate Governance Report forming part of thisreport. The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
Committees of the Board
The Board of Directors has the following Committees:
1. Audit Committee
2. Remuneration and Nomination Committee
3. Stakeholders' Relationship 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.
Key Management Personnel
Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagement Personnel of the Company are - Mr. Ashok Malhotra Chairman & ManagingDirector Mr. Pradip H. Gupta Chief Financial Officer and Mr. Deepak Nagar GM (Legal)& Company Secretary.During the year there were no changes in Key ManagerialPersonnel.
AUDITORS AND AUDITORS' REPORT
The Board of Directors of the Company in its meeting held on August 10 2019 appointedM/s. CNK Associates LLP Chartered Accountants Vadodara as Statutory Auditors to fillthe casual vacancy caused due to resignation of the existing auditors M/s Atul Parikh& Co. Chartered Accountants Vadodara.
The appointment of M/s. CNK Associates LLP Chartered Accountants Vadodara has beenput forth before the members at the forth coming Annual General Meeting for theirapproval.
In terms of provisions of Section 139 of the Companies Act 2013 M/s. CNK AssociatesLLP Chartered Accountants have furnished a certificate that their appointment if madewill be within the limits prescribed under the said section of the Act. As required underRegulation 33 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 they have also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.
There are no qualifications reservations or adverse remarks made by the statutoryauditors in their audit reports on the financial statements for the year ended March 312019.
Your Company has appointed M/s Saurabh Shah & Co. Chartered Accountants Vadodaraas Internal Auditors to carry out the Internal Audit of various operational areas of theCompany.
M/s Kiran J. Mehta & Co. Cost Accountants Ahmedabad the Cost Auditors of theCompany carried out the audit of cost records for steel Plant of the Company during theyear.
The Board of Directors on the recommendation of the Audit Committee has appointed M/sKiran J. Mehta & Co. Cost Accountants (Firm Registration Number 000025) as CostAuditor to audit the cost records of the Company for the financial year 2019-20. Asrequired under the Companies Act 2013 a resolution seeking members' approval for theremuneration payable to the Cost Auditor forms part of the Notice convening the AnnualGeneral Meeting for their ratification.
The Cost Audit Report for the financial year 2017-18 was filed with the Ministry ofCorporate Affairs on 16th August 2018.
In terms of the provisions of Section 204 of the Companies Act 2013 Mr. NirajTrivedi Practising Company Secretary Vadodara have been re-appointed by the Board asSecretarial Auditor of the Company for the financial year 2019-20. The Secretarial AuditReport as issued by the Secretarial Auditor in Form No. MR-3 for the financial year2018-19 is annexed herewith as "Annexure -A" and forms integral part of thisAnnual Report. The Secretarial Audit Report does not containany qualification reservationor adverse remark.The Company has complied with applicable Secretarial Standard during theyear.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as required under Section 134(3)(a) of the Companies Act2013 rea with Rule 12(1) of the Companies (Management and Administration) Rules 2014forms part of this Report as "Annexure-B".
During the year the Board has accepted all recommendations of Audit Committee andaccordingly no disclosure is required to be made in respect of non-acceptance of therecommendation of the Audit Committee by the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The details of the Whistle Blower Policy is explained inthe Corporate Governance Report and also posted on the website of the Company.
RISK MANAGEMENT POLICY
The Company has a Risk Management Policy to ensure appropriate risk management withinits systems and culture. The Board of Directors and the Audit Committee of the Companyperiodically reviews the Risk Management Policy of the Company. The provisions relating toRisk Management Committee are not applicable to the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope of the audit activity is broadly guided by theannual audit plan approved by the top management and audit committee. The InternalAuditors routinely test these systems and significant audit observations if any andfollow up actions thereon are reported to the Audit Committee.
The Company has in place adequate internal financial controls with reference tofinancial statements.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHNAGE EARNINGS &OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as "Annexure-C" to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is attached as "Annexure- D" to thisReport.
The statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out under Section 197(12) of the Act read withRules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as "Annexure-E" to this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /Courts which wouldimpact the going concern status of the Company and its future operations.
SUBSIDIARY JOINT VENTURES OR ASSOCIATE COMPANY
Honeyvick Enterprises Private Limited is a holding company of the Company holding55.12% Equity Share Capital of the Company. Neither the Company has any subsidiary/associate/ joint venture company nor any other company has become subsidiary/ Associate/Joint Venture company of the Company during the year.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.
During the year under review the company has not received any complaint on sexualharassment and hence no complaints remain pending as of March 31 2019.
Your Directors thank the Banks Financial Institutions Shareholders Customers andSuppliers for their co-operation and support to the Company. The Directors express theirsincere appreciation for the dedication and commitment of all its employees.
| ||For and on behalf of the Board of Directors |
|Place : Vadodara ||Ashok Malhotra |
|Date : 10th August 2019 ||Chairman & Managing Director |