Your Directors have pleasure in presenting their Twenty Nineth Annual Report togetherwith the Audited Statement of Accounts for the financial year ended 31 March 2020.
FINANCIAL RESULT: The summarized financial results of the Company for the year ended 31March 2020 are presented below:
(Rs. In lacs)
|Particulars ||31st March 2020 ||31st March 2019 |
|Operating Income (from Job Work) ||252.46 ||393.77 |
|Other Income ||51.55 ||50.21 |
|Profit (Loss) before Depreciation ||78.94 ||215.48 |
|Less : Depreciation ||17.11 ||18.96 |
|Profit (Loss) after Depreciation ||61.83 ||196.53 |
|Less : Provision for Taxation ||22.93 ||59.90 |
|Less: Deferred Tax ||(1.20) ||(2.75) |
|Less : Excess Provision for Tax PY ||- ||- |
|Profit / (Loss) after Taxation ||40.09 ||139.38 |
|Add : Amount brought forward from previous Year ||159.67 ||166.71 |
|Appropriations Interim || || |
|Dividend paid || || |
|Dividend Paid ||109.72 ||109.72 |
|Dividend Distribution Tax paid ||22.34 ||22.34 |
|Items of other comprehensive income ||9.57 ||- |
|Balances W/off ||- ||14.36 |
|Balance carried to Balance Sheet (Profit/ (Loss) Account) ||58.12 ||159.67 |
With a view to conserve the resources in long run your Directors have not recommendedany dividend for the year ended 31st March 2020.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ( IEPF )
The company send letters to all shareholders whose dividend are unclaimed so as toensure that they receive their rightful dues. Efforts are also made in co-ordination withregistrar to locate the shareholders who have not claimed their dues.
During the year the company has transferred a sum of Rs.78963/- in 2019 to IEPF theamount which was due and payable and remain unclaimed and unpaid for a period of sevenyears as provided in of the Companies Act 2013
IMPACT OF COVID-19
In the last month of FY 2019-20 the COVID-19 pandemic evolved rapidly into a globalcrisis forcing governments to enforce lock-downs on all activity. Due to country-widelockdown The Company's operations were hit significantly since 1st day oflockdown till the 2nd week of May 2020 when lockdown was gradually lifted.
The extent of Covid-19 and consequent lockdown directly impacted the length of theoperation and recovery cycle. However the Company is taking all necessary measures interms of mitigating the impact of the challenges being faced in the business. The Companyis working towards being resilient in order to sail through the current situation. TheCompany in the midst of the CoVID-19 might take a call to shut down the businessoperation.
A calendar of meeting is prepared and circulated in advance to the Directors. Duringthe year six meetings were convened and held the details of which are given in theCorporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
A Nomination and Remuneration Committee is in existence in accordance with theprovisions of Subsection 1 of Section 178 of the Companies Act 2013. Kindly refer sectionon Corporate
Governance under head "Nomination and Remuneration Committee" for mattersrelating to constitution meetings functions of the Committee and the remuneration policyformulated by the Committee
Reserves & Surplus
As at March 31 2020 Reserves and Surplus amounted to Rs. 220.65 lacs as compared toRs. 322.19 lacs of previous year.
Net Fixed Assets as at March 31 2020 have decreased to Rs.173.99 lacs ascompared to Rs. 190.96 lacs in the previous year.
During the year under Report your Company achieved an Operating Income (from Job Work)of Rs.252.46 Lacs as against Rs. 393.77 Lacs in the previous year. Other Income earnedduring the year stood at Rs 51.55 lacs as against Rs. 50.22 lacs in the previous year. TheProfit before Depreciation was Rs.78.94 Lacs as against Rs. 215.48 Lacs in the previousyear. The profit after Depreciation and Tax was Rs.61.83 Lacs as against Rs. 196.52 Lacsin the year ended 31st March 2019.
The current Authorized Share Capital of the Company is Rs.90000000 (Rupees NineCrores) divided into 9000000 (Ninety lacs) Equity shares of Rs.10/- each.
The paid up Equity share capital of the Company as on March 31 2020 was Rs.54864000/- comprising of 5486400 equity shares of Rs. 10/- each.
BOARD OF DIRECTORS:
The Board normally meets once in a quarter and additional meetings are held as and whenrequired During the financial year ended 31st March 2020 Six Meetings of the Board ofDirectors were held as on 13/04/2019 23/05/2019 25/07/2019 05/09/2019 06/11/2019 and16/01/2020.The dates of Board Meetings were decided in advance with adequate notice to allBoard Members.
APPOINTMENT / RESIGNATION OF DIRECTORS [SECTION 168(1) & SECTION 152 OF THECOMPANIES ACT 2013] AND KEY MANAGERIAL PERSONNEL (KMP):
During the year Smt. Kumud Ashok Mehta Whole Time Director of the Company is liableto retire by rotation and being eligible offers herself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act 2013 the Company has receiveddeclarations from Shri Ashwin P.Sanghvi Shri Anopchand G.Parekh and Shri Snehal S.ChinaiIndependent Directors confirming that they meet the criteria of independence as specifiedin Section 149(6) of the Companies Act 2013. Shri Anopchand G. Parekh has resigned fromthe directorship of the company w.e.f 25th June 2020.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3)
OF THE COMPANIES ACT 2013
The Board of Directors of your Company in consultation with Nomination and RemunerationCommittee had formulated and adopted Code for Independent Directors and which containspolicy on director's appointment and remuneration including criteria for determiningqualification positive attributes and independence of directors.
Board of Directors of the Company duly consider appointment of the Directors inadherence with the policy prescribed under the code of independent directors andprovisions of section 178(3) of the Companies Act 2013.
EVALUATION OF PERFORMANCE OF BOARD
In terms of requirements under Schedule IV of the Companies Act 2013 and as per LODRduring the year a separate Meeting of Independent Directors of the Company was held on 16thJanuary 2020 which was attended by all the Independent Directors to discuss and reviewthe self- assessment of Directors Board and Committees thereof and also assess thequality content and timeliness of flow of information between the Management and theBoard.
The Independent Directors at the Meeting reviewed the following Performance ofnon-independent Directors and Board as a whole.
- Performance of the Chairperson of the Company taking into account the views ofexecutive Directors and non-executive Directors.
- Assess the quality quantity and timeless of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
The Company has an Independent Audit Committee comprising of 2 (two) IndependentDirectors and 1 (one) Executive Director. Where Mr. Ashwin P. Sanghvi IndependentDirector is a Chairman of the Audit Committee and Mr. Snehal Chenai IndependentDirector and Mr. Yash Ashok Mehta Executive Director of the Company are Members of theCommittee. All the members of the Audit Committee are financially literate. In view oftheir professional qualification and experience in finance all are considered to havefinancial management and accounting related expertise. Terms of reference of the Auditcommittee are elaborated in the Corporate Governance report which forms the part of thisAnnual Report.
During the year under review your Company did not accept deposits covered underChapter V of the Companies Act 2013.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There is no change in the nature of business of your Company during the year underreview.
M/s. Akshay D Shah & Co LLP Chartered Accountants of the Company have given theirconsent and the Board of Directors have recommended the appointment of M/s. Akshay D. Shah& Co LLP as a Statutory Auditor of the Company for a period of 5 years subject to theapproval of shareholders and necessary resolution will be moved at the ensuing AnnualGeneral Meeting of the Company.
The comments on statement of accounts referred to in the report of the auditors areself-explanatory. There are no adverse observations in the Auditor's Report.
DIRECTOR`S RESPONSIBILITY STATEMENT:
As required by Section 134 (5) of the Companies Act 2013 your Directors confirm that:
(a) In the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(b) The directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. The directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating
MATERIAL CHANGES AND COMMITMENTS
Due to COVID-19 the company was under lockdown during the months of April 2020 &May 2020. On 01st June 2020 the company resumed its commercial activities abiding by theguidelines provided by the Government. The sales is highly affected due to lockdowns andwill remain affected in future as well which would result into losses and make businessunviable. The said circumstances may force the management to cease the business operationsin future. Even if the management ceases business operations the total assets of thecompany are sufficient to meet the liabilities of the company this will not affect thegoing concern of the company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 the particulars relating to conservation of Energytechnology absorption and foreign exchange earnings and outgo are given in Annexure"A" hereto and forms part of this report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements the audited consolidatedfinancial statement is not required to be provided as the company has no subsidiary.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany. Still During the year under report donations were made by the Company to Social/Educational Institutions amounting to Rs. 2370000/- (Previous year Rs. 2029000/-) asmentioned in "Annexure B"
RELATED PARTY TRANSACTION:
All related party transactions that were entered into during the financial year were atan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or other designated persons which may have a potential conflictwith the interest of the Company at large. All related party transactions are placedbefore the Audit Committee for approval. Prior Omnibus approval of the Committee isobtained on a quarterly basis for the transactions which are of a foreseen and repetitivenature. Details of the related party transaction during the year as required under ListingRegulations and Accounting Standards are given in the financial statements.
PARTICULARS OF EMPLOYEES
The Disclosure as required under Section 197 of the Companies Act 2013 and under Rule5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014is available for inspection to the members at the registered office of the Company on anyworking days between 10.00 a.m. to 12.00 noon upto the date of the Annual General Meetingi.e. 25 September 2020. Information relating to remuneration of Directors under Section197 read with Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rule 2014 has been given in the Corporate Governance Report.
The Company's policy on programme and measures to familiarize Independent Directorsabout the Company and its business updates development includes various measures viz.issue of appointment letters containing terms duties etc. management informationreports presentation and other programs as may be appropriate from time to time. Thepolicy and programme aims to provide insights into the Company to enable IndependentDirectors to understand the business functionaries business model and other matters. Thesaid policy and details in this respect is displayed on the Company's website.
The relation between the Company and its employees continue to be cordial. There wereno employees during the year drawing remuneration more than prescribed ceiling undersection 134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014.
CORPORATE GOVERNANCE REPORT
The Company has complied with the Corporate Governance requirements under the Act andas stipulated under LODR. A report on the Corporate Governance along with the certificatefrom the statutory auditors is separately given in the annual report.
SAFETY ENVIRONMENTAL CONTROL AND PROTECTION
The Company is conscious of the importance to environmental friendly and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliance of environmental regulations and preservationof natural resources. All plants of the Company are fully complied with the lawsregulations and requirements stipulated by the concerned pollution Control Board.
The equity shares of the Company are presently listed with The BSE Limited PhirozeJeejeebhoy Towers Dalal Street Mumbai 400 001. The Company is regular in payment oflisting fees.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10)
The Board of directors of the Company believes in conducting all its affairs in a fairand transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behaviour. The directors are committed to comply with the laws andregulations to which it is subject. For this it has put in place systems policies andprocedures to interpret and apply these laws and regulations in the organizationalenvironment. In consonance with the object of transparency and good governance the boardof directors of the company formulated and adopted
"Whistle Blower Policy and Vigil Mechanism"
The organization's internal controls and operating procedures are intended to detectand prevent improper activities. In this regard the Company believes in developing aculture where it is safe for all the Directors/Employees to raise concerns about any pooror unacceptable practice and any event of misconduct. These help to strengthen and promoteethical practices and ethical treatment of all those who work in and with theorganization.
The main objective of this Policy is to provide a platform to Directors and Employeesto raise concerns regarding any irregularity misconduct or unethical matters / dealingswithin the group which have a negative bearing on the organization either financially orotherwise.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION(SECTION 197(12)
The Company has no employee in the category specified under section 197(12) of theCompanies act 2013 read with rule 5(1) of the companies (appointment and Remuneration ofmanagerial personnel) rules 2014.
MANAGERIAL REMUNERATION AND RELATED DISCLOSURES
Disclosures pertaining to remuneration to directors and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.
Pertaining the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theboard of directors do hereby declare that:
None of the employee throughout the financial year was in receipt of remunerationexceeding rupees sixty lakhs
None of the employee for a part of the financial year was in receipt of remunerationexceeding rupees five lakh per month;
No any employee throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder LODR with the Stock Exchanges in India is presented in a separate section formingpart of the Annual Report.
Company considers its employees as most valuable resource and ensures strategicalignment of Human Resource practices to business priorities and objectives. The Companyhas a dedicated team of employees at various locations across our corporate office andbranch offices (including Subsidiary companies) spread across the country. The Companystrives to inculcate the culture where its employees are motivated and their performanceis aligned with values. Company has achieved this present level of excellence through thecommitment and dedication exhibited by its employees. The focus on improving productivityand adoption of best practices in every area are being pursued relentlessly. Efforts foractive participation nurturing creativity and innovation and ensuring a climate ofsynergy and enthusiasm has been at the core of Human Resource initiatives andinterventions.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS
Your Company has adequate internal financial control and adopted Internal FinancialControl Policy in order to maintain confidentiality of price sensitive information andinternal financial control.
The Company has mechanisms to inform the Board Members about the risk assessment andminimization procedures and periodical review to ensure that executive management controlsrisk through means of a properly identified framework. Risk management is an ongoingprocess and the Audit Committee will periodically review risk mitigation measures. TheBoard of Directors has not constituted a Risk Management Committee as is not mandatory tothe company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI datedSeptember 15 2014. The Board of Directors of the Company and the Audit Committee shallperiodically review and evaluate the risk management system of the Company so that themanagement controls the risks through properly defined network. Head of Departments shallbe responsible for implementation of the risk management system as may be applicable totheir respective areas of functioning and report to the Board and Audit Committee.
CONTRACTS OR ARRANGEMENTS
There are no transactions made in pursuance of contracts or arrangements which fallsunder Section 188
(2) of the Companies Act 2013. Hence the Company is not required to file e-Form AOC -2 in accordance with Rule 8(2) Companies (Accounts) Rules 2014 also)
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
There were no significant and material orders passed by the regulators and/or courts ortribunals during the year.
As required under Provisions of Section 204 of the Companies Act 2013 the report inrespect of the Secretarial Audit carried out by Mr. Yogesh Sharma the Practicing CompanySecretary (COP 12366) in Form MR-3 for the FY 2019-2020 forms part of this report asAnnexure D". The Secretarial Audit Report contains some qualifications which hasbeen taken on record for necessary action by the Company
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of women at the work place (Prevention Prohibition and Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (Permanent contractual temporarytrainees) are covered under this policy. The following is a summary of sexual harassmentcomplaints received regarding sexual harassment.
- No of complaints received : Nil - No of complaints disposed off : Nil
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theAnnual Return as of 31 March 2020 made under the provisions of Section 92(3) of the Actis enclosed as "Annexure C" which forms part of this report.
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in Section 134(3) of the Act read with Rule 8(3) of the Companies (Accounts)Rules 2014 to the extent the transactions took place on those items during the year..
Your Directors take this opportunity to thank all investors clients vendors banksregulatory Government authorities and Stock Exchanges for their continued support andcooperation. The Directors also wish to place on record their appreciation of thecontribution made by the business partners / associates at all levels