Your Directors have great pleasures in presenting you the Twenty-Ninth Annual Report ofthe Company together with the Audited Financial Result for the year ended on March 312019.
The Operating results of your Company for the period under review are as follows:
(Rs. in Lacs)
|Particulars ||Current Year ended 31.03.2019 ||Current Year ended 31.03.2018 |
|Sales / Turnover ||9697.12 ||6900.28 |
|Profit before Interest Depreciation & Tax ||498.42 ||503.89 |
|Less Interest ||66.42 ||60.13 |
|Profit before Depreciation and Tax ||432.00 ||443.76 |
|Less Depreciation for the year ||147.28 ||165.11 |
|Profit before tax ||284.72 ||278.65 |
|Taxation including deferred tax ||77.23 ||92.78 |
|Exceptional items ||0.00 ||0.00 |
|Net profit for the year after tax ||207.49 ||185.87 |
FINANCIAL PERFORMANCE 3
Your Company reported a growth of 40.53 % over the Previous Year. During the financialyear 2018-19 there has been significant improvement in the performance of the Company.The Company has registered total operating revenue of Rs.9697.12 Lacs for the year ended31st March 2019 as compared to Rs.6900.28 Lacs in the Previous Year. The Net Profit forthe year stood at Rs.207.49 Lacs for the year ended 31st March2019 against Rs.185.87 Lacsreported in the Previous Year.
The company continues to harvesting and reinforce its market leadership in its field.
No material changes or commitments have occurred between the end of the Financial Yearand the date of this Report which affect the financial statements of the Company inrespect of the Financial Year.
Pursuant to the provisions of Section 136 of the Companies Act 2013 the AuditedFinancial Statements along with the Directors' Report and Auditors' Report thereon formspart of this Annual Report. The Financial Statement of the Company are also available onthe website of the Company and can be accessed at the website : www.sacheta.com
The Board in its meeting declared dividend of Rs 0.25 per share (2.5%) of face valueof Rs 10 each aggregating to Rs. 47.35 Lakhs (Previous year Rs. 47.35 Lakhs) out of thecurrent year's profit for the financial year ended March 31 2019. The proposal is subjectto the approval of shareholders at the ensuing Annual General Meeting.
The Register of Members and Share Transfer Books will remain close from 21.09. 2019 to28.09.2019 for the purpose of payment of dividend for the financial year ended on March31 2019
The Statutory disclosures in accordance with Section 134 read with Rule 8 of Companies(Accounts) Rules 2014. Section 178 Section 197 read with Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 have been made hereinafter paragraphs.
As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the Management Discussion and Analysis are attached which formspart of this.
The Company has devised proper systems to ensure compliance with the provisions of allSecretarial Standards issued by the Institute of Company Secretaries of India and thatsuch systems are adequate and operating effectively.
DEPOSITS FROM PUBLIC:
Your Company has not accepted any deposit within the meaning of Sections 73 and 74 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014(including any statutory modification(s) or re-enactment(s) for the time being in force)from the public or the members and as such no amount on account of principal or intereston public deposits was outstanding as on the date of the balance sheet.
AMOUNTS TRANSFERRED TO GENERAL RESERVES:
Pursuant to provisions 134(3)(j) of the Companies Act 2013 the Companies has notproposed to transfer any amount to general reserves account of the Company during the yearunder review.
The paid up Equity Share Capital as at March 31 2019 stood at Rs 18.94 crore. Duringthe year under review the company has not issued shares with differential voting rightsnor has granted any stock options or sweat equity. As on March 31 2019 none of theDirectors of the company hold instruments convertible into equity shares of the Company.
SUBSIDIARIES & ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Company or Associate Company as at 31st March2019 hence the statement containing salient features of the financial statements of thesubsidiary companies in Form AOC-1 pursuant to Section 129(3) of the Companies Act 2013is not applicable to your Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 2015 is setout in the Annexure -I to this report and gives details of the overall industry structureeconomic developments performance and state of affairs of your and Indian Alluminiumindustry industrial and home improvement business internal controls and their adequacyrisk management systems and other material developments during the Financial Year 2018-19.
EXTRACT OF ANNUAL RETURN:
An extract of the Annual Return as prescribed under sub-Section (3) of Section 92 ofthe Companies Act 2013 in Format MGT-9 is annexed to the Report-Annexure-II.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted their Declaration ofIndependence as required under the provisions of Section 149(7) of the Companies Act2013 stating that they meet the criteria of Independence as provided in Section 149(6) ofthe Act and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements)Regulations 2105.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not granted any loans or provided any guarantees and made anyinvestments under the provisions of Section 186 of the Companies Act 2013 read with theCompanies (meeting of Board and its Powers) Rules 2014 during the year under reviewhence no disclosure with respect to such loans guarantee and investments made arerequired to be given.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
The detailed report on Corporate Governance for the financial year from 01.04.2018 to31.3.2019 on the line of requirements of Listing Regulations appears in the Annexure-IIIto the Directors Report and forms a part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year2018-19 forms part of the Corporate Governance Report.
During the year under review 5 board meetings were held on 18th April 2018 29thMay 2018 6th August 2018 5th November 2018 and 8th February 2019.
3PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:
Information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regarding conservationof energy technology absorption and foreign exchange earnings and outgo is given in thestatement annexed hereto and forms a part of this Report as Annexure-IV.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE.
Your Company has adopted a Policy on Prevention Prohibition and Redressal of SexualHarassment at the Workplace in line with the provisions of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under.The Company has zero tolerance towards sexual harassment of women at work place. ThePolicy aims to provide protection to employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure.
During the year under review no complaints with allegations of sexual harassment werereceived by the Company. To build awareness in this area the Company has been conductinginduction/refresher programmes in the Company on a continuous basis.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationand Disclosure Requirement) Regulations2015 your Company has formulated a Policy onRelated Party Transactions which is available on the Company's website www.sacheta.com.The Policy intends to ensure that proper reporting approval and disclosure processes arein place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's length Price.
All Related Party Transactions entered during the year were in Ordinary Course ofBusiness and at the Arm's Length basis. No Material Related Party Transactions i.e.transactions exceeding 10% of the annual consolidated turnover as per the last auditedfinancial statement were entered during the year under review.
As all transactions entered with Related Parties for the year under review were onarm's length basis and in the ordinary course of business and that the provisions ofSection 188 of the Companies Act 2013 and the Rules made thereunder are not attracted.Therefore disclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 isnot applicable to the Company hence not provided.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company which also incorporates a whistle blower policy incompliance with the provisions of Section 177(9) & (10) of the Companies Act 2013 andRegulation 22 of SEBI(LODR) 2015 includes an Ethics and Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee.The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company's websitewww.sacheta.com
REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES:
The remuneration paid to the Directors and Key Managerial Personnel is in accordancewith the Nomination and Remuneration Policy formulated in accordance with Section 178 ofthe Companies Act. 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosurerequirements) Regulations2015(including any statutory modification(s) or re-enactment(s)thereof for the time being in force.
The information required under Section 197 read with Rule 5 of Companies (Appointmentand Remuneration of Managerial personnel) Rules 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force.) in respect ofDirectors/ employees of the Company is furnished in below and set out in the Annexure-V
i. Non-Executive Directors have waived sitting fees for attending the Board Meeting orany other receipt.
ii. Managing Director Executive Directors Other Key Managerial personnel and SeniorManagement will involve a balanced between fixed and incentive pay reflecting short andlong term performance objectives appropriate to working of the company and its goals.
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report and is also available on the company's website:www.sacheta.com
Mr. Ankit S. Shah (DIN 00237217) Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for reappointment Your Company believesthat our Board needs to have an appropriate mix of executive non-executive andIndependent Directors to maintain its independence and separate its functions ofgovernance and management. As on 31st March 2019 our Board comprise of eight membersconsisting four Executive Directors and four Independent Directors.
Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). There has been nochange in the circumstances affecting their status as independent directors of theCompany. Mr. Pravinchandra P. Shah (DIN: 02464407) Independent Director of the Companyhas left for heavenly adobe on 23rd November 2018. The Company acknowledges hiscontribution in the development of the Company during his tenure.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2019 are: Mr.Satishchandra Shah Managing Director Mr.D.K.Patel Chief Financial Officer and Ms.Payal Chhabria Company Secretary (till 30th May2019)
The details pertaining to the composition of the audit committee are included in theCorporate Governance Report which is a part of this report
STATUTORY AUDITORS AND AUDIT REPORT
Pursuant to the recent amendment to Section 139 of the Act effective May 7 2018ratification by Shareholders every year for the appointment of the Statutory Auditors isno longer required and accordingly the Notice of ensuing Annual General Meeting does notinclude the proposal for seeking Shareholders approval for ratification of StatutoryAuditors appointment.
M/s. Kiran & Pradip Associates Chartered Accountants Ahmedabad (FRN :0112577W)has furnished a certificate of their eligibility and consent under Section 139and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuanceas the Auditors of the Company for the FY 2019-20. In terms of the Listing Regulationsthe Auditors have confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the ICAI.
The Statutory Auditors' Report for FY 2018-19 on the financial statement of the Companyforms part of this Annual Report. The Statutory Auditors' report on the financialstatements for FY 2018-19 does not contain any qualifications reservations or adverseremarks or disclaimer.
The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso to Section 143(12) of the Act. The observations made by the Auditors'in their report are self-explanatory and therefore do not call for any comments.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s.UmeshVyas & Associates Company Secretary in Practice to carry out the Secretarial Auditof the Company. The Report of the Secretarial Audit for FY 2018-19 is attached herewith asAnnexure-VI There are no qualifications observations or adverse remark or disclaimer inthe said report.
CORPORATE SOCIAL RESPONSIBILITIES
Pursuant to Section 135 of the Companies Act 2013 every company having net worth ofrupees five hundred crore or more or turnover of rupees one thousand crore or more or anet profit of rupees five crore or more during any financial year shall constitute aCorporate Social Responsibility (CSR) Committee of the Board.
Your Company does not fall under the provisions of aforesaid Section; therefore CSRCommittee has not been constituted.
However the provisions of SEBI (LODR) Regulations 2015 on Risk Management is notapplicable to the Company as the practice of good Corporate Governance the Company hasinternal structure for review of risk assessment in the leadership of the ManagingDirector. The function of the internal structure on risk management is to implement andmonitor the risk management plan for the Company and to monitor and review the riskmanagement plan and ensuring its effectiveness. The major risks affecting business of theCompany are identified and functions are systematically addressed through mitigatingactions on a continuing basis.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.
In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire board excluding the independent director being evaluated
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inthe Discussion and Analysis which is a part of this report.
All the properties of the Company have been adequately insured.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 134(3)(c) of the Companies Act 2013 your Directors' confirmthat:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii. 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 as onMarch 31 2019 and of the profit of the Company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv. The Annual Accounts have been prepared on a going concern basis.
v. Internal financial control have been laid down and followed by the company and thatsuch controls are adequate and are operating effectively.
vi. Proper system have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
Your Directors take this opportunity to express their deep sense of gratitude for thevaluable assistance and co-operation extended by the Government Authorities Bankersvendors customers advisors the general public for the valued contribution efforts anddedication shown by the Company employees officers and the executives at all levels.Your Directors also sincerely acknowledge the confidence and faith reposed by theshareholders of the Company.
| ||On behalf of the Board of Director |
| ||For Sacheta Metals Limited |
|Place : Mumbai ||Satish K. Shah |
|Date:- July 12 2019 ||Managing Director |