Your Directors have pleasure in presenting their 44th Annual Report togetherwith the Audited Statement of Accounts for the year ended on 31st March 2017.
1. Operations and State of Affairs of the Company:
| || ||(Rs in lacs) |
|Particulars ||Year ended on 31st March2017 ||Year ended on 31st March2016 |
|Profit for the year before Interest Depreciation and Tax ||1736.05 ||1947.20 |
|Deducting therefrom: || || |
|Interest ||5.90 ||6.03 |
|Depreciation ||321.24 ||280.20 |
|Profit for the year before Tax ||1408.91 ||1660.97 |
|Less: Provision for Deferred Tax Liabilities/(Asset) ||240.65 ||31.10 |
|Less: Provision for Income Tax ||69.35 ||390.00 |
|Add: Excess Provision of Income Tax ||4.20 ||1.94 |
|Profit after Tax ||1103.12 ||1241.82 |
|Add: Profit brought forward from last year ||1580.28 ||1454.27 |
|Balance available for appropriation ||2683.39 ||2696.08 |
|Less: Appropriations || || |
|Dividend on Equity Shares ||- ||96.21 |
|Dividend Distribution Tax on Equity Shares ||- ||19.59 |
|Transfer to General Reserve ||- ||1000.00 |
|Balance carried forward to Balance Sheet ||2683.40 ||1580.28 |
2. Transfer to Reserve:
During the year under review the Company has not proposed any amount to be transferredto General Reserve out of the net profits of the Company for the financial year 2016 17.
Your Directors recommend Dividend on Equity Shares at Rs 3.00 per share (i.e. 30%) offace value Rs 10/- per share for the financial year ended on 31st March 2017as against Rs 3.00 per share (i.e. 30%) for the financial year ended 31stMarch 2016.
4. Management Discussion and Analysis Report:
As per the provision of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report has beenincluded and is annexed herewith as Annexure A.
5. Corporate Governance:
The Report on corporate governance as stipulated under Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport.
The requisite certificate from M/s. Samdani Shah & Kabra Practising CompanySecretaries confirming compliance with the conditions of corporate governance asstipulated under the aforesaid Schedule V is enclosed to the Report on CorporateGovernance.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Chirayu Amin Director of the Company will retire byrotation at the ensuing Annual General Meeting and is eligible for re-appointment.
7. Key Managerial Personnel:
Mr. Abhijit Joshi Whole-time Director Mr. Kaushik Shah Dy. CFO and Mr. CharandeepSingh Saluja Company Secretary are Key Managerial Personnel of the Company.
8. Meetings of the Board:
Four (4) Board Meetings were held during the financial year ended 31 stMarch 2017. The details of the Board Meetings with regard to their dates and attendanceof each of the Directors thereat have been provided in the Corporate Governance Report.
9. Independent Directors:
The Independent Directors of the Company have given the declaration to the Company thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013.
10. Performance Evaluation:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out theannual performance evaluation of the Directors individually as well as evaluation of theworking of the Board and of the Committees of the Board by way of individual andcollective feedback from Directors.
The following were the Evaluation Criteria:
(a) For Non-Executive & Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties Role and Functions
(b) For Executive Directors:
- Performance as Member / Team Leader
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key Set Goals and Achievements
- Professional Conduct and Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
11. Audit Committee:
The Audit Committee comprises of Mr. Amit Goradia Mr. Vijay Gandhi and Mr. AtulPatel. Mr. Amit Goradia is Chairman of the Audit Committee. All the Directors in AuditCommittee are Non-Executive Independent Directors.
The Committee inter alia reviews the Internal Control System Scope of Internal AuditReports of Internal Auditors and Compliance of various regulations. The Committee reviewedthe financial statements and approved the same before they were placed before the Board.
12. Vigil Mechanism:
In compliance with requirements of Section 177(9) & (10) of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a VigilMechanism or Whistle Blower Policy for directors employees and other stakeholders toreport genuine concerns has been established. The same is also uploaded on the website ofthe Company.
13. Internal Control Systems:
The Company's internal control procedure which includes internal financialcontrols ensure compliance with various policies practices and statutes and in keepingin view with the organization's pace of growth and increasing complexity of operations.The internal auditors team carries out extensive audits throughout the year across allfunctional areas and submits its reports to the Audit Committee.
14. Corporate Social Responsibility:
In compliance with requirements of Section 135 of the Companies Act 2013 theCompany has laid down a CSR Policy. The composition of the Committee contents of CSRPolicy and report on CSR activities carried out during the financial year ended 31stMarch 2017 in the format prescribed under Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules 2014 is annexed herewith as Annexure B.
15. Policy on Nomination and Remuneration:
The contents of Nomination and Remuneration Policy of the Company prepared inaccordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 areprovided in the Corporate Governance Report.
16. Related Party Transactions:
Related party transactions that were entered into during the financial year were onarm's length basis and were in ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have potentialconflict with the interest of the Company.
There are no material related party transactions which are not in ordinary course ofbusiness or which are not on arm's length basis and hence there is no information to beprovided as required under Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014.
The Board has approved a policy for related party transactions which has been uploadedon the Company's website. The web-link as required under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is as under:http://www.paushak.com/pdf/RPT-Policy.pdf
17. Fixed Deposits:
During the year under review the Company has not invited/accepted any deposits frompublic.
18. Loans Guarantees or Investments:
Details of Loans granted Guarantees given and Investments made during the yearunder review covered under the provisions of Section 186 of the Companies Act 2013 isannexed herewith as Annexure C.
19. Listing of Shares:
The Equity Shares of the Company are listed on BSE Limited with scrip code number532742. The Company confirms that the annual listing fees to BSE Limited for the financialyear 2017 18 has been paid
(a) Statutory Auditors:
M/s. Maloo Bhatt & Co Chartered Accountants Vadodara (Firm Registration No.129572W) Statutory Auditors of the Company will be retiring at the conclusion of theensuing Annual General Meeting. The Audit Committee and Board of Directors of the Companyrespectively at their meeting held on 10th May 2017 proposed subject toapproval of shareholders the appointment of M/s. Maloo Bhatt & Co. CharteredAccountants Vadodara as StatutoryAuditors officefrom the conclusion of ensuingAnnual General Meeting theCompanytohold up to the conclusion of next Annual GeneralMeeting of the Company. M/s. Maloo Bhatt & Co. Chartered Accountants Vadodara havegiven their consent confirming that their appointment if made would accordance with theprovisions of Section 139 and 141 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014.
The Auditor's Report for financial year 2016 17 does not contain any qualificationreservation or adverse remark. The Auditor's Report is enclosed with the financialstatements in this Annual Report.
(b) Secretarial Auditors:
The Board of Directors of the Company appointed M/s. Samdani Shah & KabraPractising Company Secretaries Vadodara as Secretarial Auditors for undertakingSecretarial Audit of the Company for the financial year 2017 18.
The Secretarial Audit Report of M/s. Samdani Shah & Kabra Practising CompanySecretaries for the financial year 2016 17 is annexed herewith as Annexure D.
The Secretarial Auditor's Report does not contain any qualification reservation or
(c) Internal Auditors:
The Board of Directors has appointed M/s. K.C. Mehta & Co. CharteredAccountants as Internal Auditors of the Company for the financial year 2017 18.
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
21. Particulars of employees and related disclosures:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure E.
During the year under review there is no employee in respect of whom information asper Section 197 of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is required to begiven.
22. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:
The information required 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 F.
23. Extracts of Annual Return:
The extract of Annual Return required under Section 134(3)(a) of the Companies(Management and Administration) Rules 2014 is annexed herewith as Annexure G.
24. Material Changes:
There have been no material changesandcommitmentsaffectingthefinancialposition ofthe Company since the close of financial st March 2017. Further it is hereby confirmedthat there has been yeari.e.since31 the nature of business of the Company.
25. Directors' Responsibility Statement:
In terms of the provisions of Companies Act 2013 the Directors state that: a) inpreparation of the annual accounts for the financial year ended 31 st March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures; b) the directors had selected such accounting policies aslisted in Note Y to the financial statements them consistently and made judgments andestimates that are reasonable and prudent so as to give true and fair view of the state ofaffairs of the Company at the end of the financial year as on 31st March 2017and of the profit of the Company for that period; c) the directors had taken proper andsufficient care for maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) the directors had prepared the annualaccounts on a going concern basis; and e) the directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; f) the directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
26. Details of Unclaimed Suspense Account:
Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedherewith as Annexure H. The voting rights on the equity shares which are transferred toUnclaimed Suspense Account shall remain frozen till the rightful owner of such equityshares claims the shares.
| ||On behalf of the Board of Directors |
|Date: 10th May 2017 ||Chirayu Amin |
|Place: Vadodara ||Chairman |
ANNEXURE C Particulars of loans granted guarantees given or Investments made by theCompany
|Nature of Transaction (whether loan / guarantee/ investments) ||Date of making loans giving guaran- tee or making invest- ments ||Name and Address of the person or body corporate to whom it is made or given or whose securities have been acquired ||Amount (Rs in lacs) ||Purpose of loan/ guarantee/ investments |
| ||19-04-16 || ||100.00 || |
| ||21-04-16 || ||50.00 || |
| ||28-04-16 || ||350.00 || |
| ||15-05-16 || ||50.00 || |
| ||25-05-16 || ||50.00 || |
| ||26-05-16 || ||50.00 || |
| ||13-06-16 || ||50.00 || |
| ||14-06-16 || ||50.00 || |
| ||14-07-16 ||Reliance Liquid Fund Treasury Plan ||50.00 || |
|Investments ||18-08-16 ||Daily Dividend Reinvestment ||50.00 ||Investment of |
| || ||Add: H Block I Floor DAKC Koparkhairne || ||Surplus Funds |
| ||31-08-16 ||Navi Mumbai 400710 ||50.00 || |
| ||30-09-16 || ||85.00 || |
| ||05-10-16 || ||50.00 || |
| ||15-11-16 || ||50.00 || |
| ||14-12-16 || ||50.00 || |
| ||15-12-16 || ||50.00 || |
| ||18-12-16 || ||50.00 || |
| ||30-12-16 || ||90.00 || |
| ||04-01-17 || ||50.00 || |
| ||21-04-16 || ||300.00 || |
| ||21-04-16 || ||100.01 || |
| ||17-05-16 || ||50.01 || |
| ||27-05-16 || ||50.01 || |
| ||30-05-16 || ||50.02 || |
| ||16-06-16 || ||50.01 || |
| || ||Reliance Banking & PSU Debt Fund || || |
| ||22-08-16 ||Direct Weekly Dividend Plan ||50.02 || |
| || || || || |
|Investments ||02-09-16 ||Dividend Reinvestment ||50.01 ||Investment of Surplus Funds |
| || || || || |
| ||03-10-16 ||Add: H Block I Floor DAKC Koparkhairne ||85.04 || |
| || ||Navi Mumbai 400710 || || |
| ||07-10-16 || ||50.01 || |
| ||18-11-16 || ||50.01 || |
| ||16-12-16 || ||50.01 || |
| ||19-12-16 || ||50.02 || |
| ||20-12-16 || ||50.01 || |
| ||01-02-17 || ||90.52 || |
| ||02-05-16 ||Reliance Short Term Fund Direct Monthly Dividend ||400.00 || |
|Investments || ||Plan Dividend Reinvestment || ||Investment of |
| ||15-06-16 ||Add: H Block I Floor DAKC Koparkhairne Navi Mumbai 400710 ||50.01 ||Surplus Funds |
| || ||Reliance Income Fund Direct Growth Plan || || |
|Investments ||18-11-16 ||Add: H Block I Floor DAKC Koparkhairne Navi Mumbai 400710 ||473.43 ||Investment of Surplus Funds |
| || ||BSL Medium Term Plan Quarterly Dividend Plan Dividend Reinvestment || || |
|Investments ||01-02-17 ||Add: One India Bulls Centre Tower 1 17th Floor ||400.00 ||Investment of Surplus Funds |
| || ||Jupiter Mill Compound 841 S.B Marg || || |
| || ||Elphinstone Rd Mumbai 400013 || || |
| || ||BSL Dynamic Bond Fund Monthly Dividend Plan || || |
| || ||Dividend Reinvestment || || |
| || || || ||Investment of |
|Investments ||01-02-17 ||Add: One India Bulls Centre Tower 1 17th Floor ||400.00 || |
| || || || ||Surplus Funds |
| || ||Jupiter Mill Compound 841S.B Marg || || |
| || ||Elphinstone Rd Mumbai 400013 || || |
| || ||ICICI Prudential Corporate Bond Fund Quarterly || || |
| || ||Dividend Plan Dividend Reinvestment || || |
|Investments ||01-02-17 ||Add: No 1089 ICICI Prulife Towers 1st Floor Appa Saheb Maratha Marg Prabhadevi Opposite Tata Motor Showroom Near Century Bazar Mumbai 400025 ||400.00 ||Investment of Surplus Funds |
| ||10-02-17 ||Reliance Money Manager Fund Direct Daily Dividend ||150.00 || |
|Investments || ||Plan Dividend Reinvestment || ||Investment of Surplus Funds |
| || ||Add: H Block I Floor DAKC Koparkhairne || || |
| ||13-02-17 ||Navi Mumbai 400710 ||100.00 || |
| || ||ICICI Prudential Liquid Fund Daily Dividend Plan || || |
| ||28-02-17 ||Dividend Reinvestment ||50.00 || |
| || ||Add: No 1089 ICICI Prulife Towers 1st Floor || ||Investment of |
|Investments || ||Appa Saheb Maratha Marg Prabhadevi || || |
| ||22-03-17 ||Opposite Tata Motor Showroom Near Century Bazar ||50.00 ||Surplus Funds |
| || ||Mumbai 400025 || || |
| || ||HDFC Prudential Fund Growth Option || || |
|Investments ||23-03-17 ||"HDFC House" 2 Floor H. T. Parekh Marg 165 166 ||150.00 ||Investment of Surplus Funds |
| || ||Backbay Reclamation Churchgate Mumbai 400 020 || || |
| || ||Edelweiss Arbitrage Fund Dividend Option || || |
| || ||Add: Tower 3 Wing B Ground Floor || || |
|Investments ||23-03-17 ||Kohinoor City Mall Kohinoor City Kirol Road Kurla (W) Mumbai 400070. Maharashtra IDFC Corporate Bond Fund Growth Option ||100.00 ||Investment of Surplus Funds |
|Investments ||23-03-17 ||Add: Gr Floor Akash Ganga Complex Adjacent to Vanijya Bhavan Race course Vadodara 390007 ||350.00 ||Investment of Surplus Funds |
Note: Details of investments made by the Company have been sorted on the basis of thename of the person or body corporate with whom it is made.
The above stated investments are gross investments and are not net of redemptions madeby the Company.
Alembic Road Vadodara 390003.
Our Secretarial Audit report of even date is to be read along with this letter that:
1. Maintenance of Secretarial records and compliance of the provisions of Corporate andother applicable laws rules regulations standards is the responsibility of themanagement of the company. Our examination was limited to the verification and audit ofprocedures and records on test basis. Our responsibility is to express an opinion on thesesecretarial records and compliances based on such verification and audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. Wherever required we have obtained the management representation about theCompliance of laws rules and regulations and happening of events etc.
4. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
Samdani Shah & Kabra
(Erstwhile Samdani Shah & Asso.)
FCS No. 3677
CP No. 2863
19th April 2017
As per the provisions of Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company isrequired to disclose following information in the Board's Report. Ratio of theremuneration of each Director to the median remuneration of the employees of the Companyfor the financial year
|Name ||Ratio to Employees |
|Mr. Abhijit Joshi Whole-time Director ||1 : 0.05414 |
Percentage increase in remuneration of each Director Chief Financial Officer ChiefExecutive Officer Company Secretary or Manager if any in the financial year
|Name ||% Increase |
|Mr. Abhijit Joshi Whole-time Director ||6.30 |
|Mr. Kaushik Shah Dy. CFO ||13.73 |
|Mr. Charandeep Singh Saluja Company Secretary ||30.77 |
|Percentage increase in the median remuneration of employees in the financial year ||12.84 |
|Number of permanent employees on the rolls of company ||186 |
|Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration ||8.48% (Non- Managerial Personnel) |
| ||6.30% (Managerial Personnel) |
We affirm that the remuneration paid to the Managerial and Non-Managerial Personnel isas per the remuneration policy of the Company.
Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 pertaining to Conservation of EnergyTechnology Absorption Foreign Exchange Earnings and Outgo (A) Conservation of Energy: (i)Steps taken or impact on conservation of energy:
Reduction in multiple effect evaporator usage in ETP through improvement in equipmentefficiency and reduction of waste water generation from process.
Steam audit conducted and steps being taken to improve overall thermal efficiencybyimplementing better steam distribution system.
Planning done to replace old inefficient chilling compressors with new efficientmodels.
(ii) Steps taken for utilizing alternate sources of energy:
We are exploring the use of solar energy in lighting application.
(iii) Capital Investment on energy conservation equipments:
The Company has done up-gradation of multiple effect evaporator system to achieveoptimal operating efficiency.
(B) Technology Absorption:
(i) Efforts made towards technology absorption:
The Company is exploring technology options for better phosgene manufacturing processwith industry leaders.
(ii) Benefits derived like product improvement cost reduction product development orimport substitution:
The Company has successfully introduced some products which are being imported fromChina. There is a likelihood of these import substitute products increasing substantiallyin the coming years.
(iii) Information regarding technology imported during the last 3 years: Nil (iv)Expenditure incurred on Research and Development:
During the year under review the Company has incurred expenses of Rs 243.83 Lacs ascompared to Rs 186.08 Lacs for the previous year on Research and Development.
(C) Foreign Exchange Earnings and Outgo:
| || ||(Rs in lacs) |
|For the period ended on 31st March ||2017 ||2016 |
|Income || || |
|Export (FOB basis) ||1089.03 ||1644.30 |
|Expenditure || || |
|Raw Materials (CIF basis) ||186.48 ||385.58 |
|Capital Goods (CIF basis) ||13.90 ||- |
|Foreign Travelling Expenses ||0.42 ||1.78 |
|Subscription Publicity & Others ||5.44 ||11.50 |
Details of Unclaimed Suspense Account as per the provisions of Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
|Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year ||No. of shareholders ||: 1233 |
| ||Outstanding shares ||: 41606 |
|Number of shareholders who approached the company for transfer of shares from suspense account during the year ||No. of shareholders ||: 17 |
| ||No. of shares ||: 660 |
|Number of shareholders to whom shares were transferred from suspense account during the year ||No. of shareholders ||: 17 |
| ||No. of shares ||: 660 |
|Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year ||No. of shareholders ||: 1216 |
| ||Outstanding shares ||: 40946 |