Your Directors have great pleasures in presenting you the Twenty-eighth Annual Reportof the Company together with the Audited Financial Result for the year ended on March 312018.
The Operating results of your Company for the period under review are as follows:
| || ||(Rs. in Lacs) |
|Particulars ||Current Year ended 31.03.2018 ||Current Year ended 31.03.2017 |
|Sales / Turnover ||6900.28 ||6114.91 |
|Profit before Interest Depreciation & Tax ||505.13 ||328.96 |
|Less Interest ||60.13 ||56.97 |
|Profit before Depreciation and Tax ||445.00 ||272.00 |
|Less Depreciation for the year ||165.11 ||178.41 |
|Profit before tax ||278.64 ||93.59 |
|Taxation including deferred tax ||92.78 ||33.95 |
|Exceptional items ||0.00 ||0.00 |
|Net profit for the year after tax ||185.86 ||59.64 |
The Board in its meeting proposed dividend of Rs 0.25 per share (2.5%) of face valueof Rs 10 each aggregating to Rs. 47.35 Lacs (Previous year Rs. 47.35 Lacs) out of thecurrent year's profit for the financial year ended March 31 2018. The proposal is subjectto the approval of shareholders at the ensuing Annual General Meeting (AGM) scheduled tobe held on 29th September 2018. The Register of Members and Share Transfer Books willremain closed from 25.09.2018 to 29.09.2018 (both day inclusive) for the purpose ofpayment of dividend for the financial year ended on March 31 2018.
Your Company reported a growth of 12.84 % over the Previous Year in terms of revenue.The revenue from the operation stood at Rs. 6900.28 Lacs compared with Rs. 6114.91 Lacs inthe Previous Year. The Net Profit for the year stood at Rs. 185.86 Lacs against Rs. 59.64Lacs reported in the Previous Year a arise of 211.63%.
The company continues to harvest and reinforce market leadership in its field.
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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Overview of the Company
We SACHETA METALS LIMITED a Public Limited Company established in the year 1990. TheRegistered Office and Manufacturing Unit of our Company is situated at Sacheta UdyogNagar Opp.College Mahiyal TALOD-383215 Gujarat. Our Corporate Office is situated at theBusiness Capital Centre of India Mumbai @ Sakseria Industrial Estate S.V.Road Malad(West) Mumbai 400064 (INDIA).
We SACHETA METALS LIMITED are one of the major manufacturers & exporters ofAluminium Stainless and mild steel Houseware kitchenware Utensils - Casting - Sheet -Coils - Circles Non Stick Cookware - Pressure Cooker Foil Chaquered sheet PP Caps /Slug & other Houseware & also Stainless Steel Kitchenware in India.
Despite growing significance of cheaper substitute the Rs 3200-crore aluminium utensilindustry is set to witness between 15 and 20 per cent growth in the next two years due tohigh resale value of items. The industry has recorded an average growth of 15 per cent inthe last three years in spite of economic turmoil.
The estimates assume significance as the utensil sector alone consumes nearly 20 percent of the overall aluminum consumption in India and sets the direction for aluminiumproducers for production capacity. The sector also establishes the changing consumers'sentiment who along with immediate need think returns before considering investment.
Utensils made of stainless steel (SS) directly compete with that of aluminium. But onthe price front SS utensil lags behind. SS utensils are available at one-fourth of theprice of aluminium utensils. Hence consumers opt for SS utensil for immediate needs. Butthose who can afford costlier items and aim it as an investment buy aluminium utensils.
Compare this: SS utensil scrap is generally dumped for no value while the aluminiumutensils scrap is kept safe for selling it back to local retailer at slightly discount ofnew utensils.
While the industry was growing at about 10 per cent annually until three years ago newinnovations in product portfolio kept the consumers' confidence up and the overall growthintensified further to 15 per cent in the last three years. Cookware like non-stick pansand pressure cookers are gaining more popularity in kitchens across all segments ofpopulation.
Almost 95 per cent of these products are made of recycled metal wherein there is noprice differential for the products based on recycled or virgin metal. Garg said this wasbecause the metal loses none of its original properties in the recycling process. Alsothe issues of contamination in recycled metal were duly taken care of by the industry. Theutensil manufacturers source the raw material from scrap traders who collect usedaluminium articles from rag pickers and petty collectors.
Nearly 15 per cent of the aluminium utensils produced in the country is exported toWest Asia Europe and African countries.(Sources:-http://economictimes.indiatimes.com/topic/aluminium-industryhttp://www.indianmirror.com/indian-industries/ aluminium.htmlhttp://www.aluminium-india.org/ Aluminiummetal.php)
Statements in this Management Discussion and Analysis describing the Company'sobjectives projections estimates and expectations may be forward looking statementswithin the meaning of applicable laws and regulations. Actual results may differsubstantially or materially from those expressed or implied. Important developments thatcould affect the Company's operations include a downward trend in the particular industryrise in input costs exchange rate fluctuations and significant changes in political andeconomic environment in India environment standards tax laws litigation and labourrelations.
Shareholders are cautioned that certain data and information external to the Company isincluded in this section. Though these data and information are based on sources believedto be reliable no representation is made on their accuracy or comprehensiveness. Furtherthough utmost care has been taken to ensure that the opinions expressed by the managementherein contain their perceptions on most of the important trends having a material impacton the Company's operations no representation is made that the following presents anexhaustive coverage on and of all issues related to the same. The opinions expressed bythe management may contain certain forward-looking statements in the current scenariowhich is extremely dynamic and increasingly fraught with risks and uncertainties.
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.
The paid-up Equity Share Capital as at March 31 2018 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 2018 none of theDirectors of the company hold instruments convertible into equity shares of the Company.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as required by Regulation 34(2) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to theCompany.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given loans or guarantee nor made investments u/s 186 of theCompanies Act 2013.
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- exceptone order of SEBI for penalty of Rs 4.00 lakhs for late disclosures of transactions inshares of the company by the promoters.
The detailed report on Corporate Governance for the financial year from 01.04.2017 to31.3.2018 on the line of requirements of Listing Regulations appears in the Annexure I tothe 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 Year2017-18 forms part of the Corporate Governance Report.
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.
PARTICULARS 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-III.
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 Policy aims to provide protection to employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where employees feel secure.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made thereunder are not attracted. But for betterGovernance and disclosure form AOC-2 in terms of Section 134 of the Companies Act 2013 isattached as Annexure IV. Further there are no material related party transactions duringthe year under review with the Promoters Directors or Key Managerial Personnel. TheCompany has developed a system of framework for the purpose of identification andmonitoring of such Related Party Transactions. Note containing in Financial Statement setsout the nature of transactions with Related Parties. Transactions with Related Parties arecarried out in the ordinary course of business and at arm'slength.
All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval if any. Since all related party transactions entered into by theCompany were in the ordinary course of business and were on an arm's length basis formAOC-2 is not applicable to the Company. Your Company has formulated a policy on relatedparty transactions which is also available on Company's website.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has adopted a vigil mechanism. The details of the same are explained inthe Corporate Governance Report and also posted on the website of the Company.
REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES:
The information required under Section 197 read with Rule 5 of Companies (Appointmentand Remuneration of Managerial personnel) Rules 2014 in respect of employees of theCompany and Directors is furnished in below: i. Non Executive Directors have waved meetingsitting fees or any other receipt. ii. Managing Director Executive Directors Other KeyManagerial personnel and Senior Management will involve a balanced between fixed andincentive pay reflecting short and long term performance objectives appropriate to workingof the company and its goals.
Mr. Satishkumar Shah (DIN 00237283) Director retires by rotation at the ensuingAnnual General Meeting and being eligible offer themselves for reappointment
AUDITORS AND AUDIT REPORT
M/s Kiran & Pradip Associates Chartered Accountants (FRN.: 0112577W) ceases tohold office of Auditors at the ensuing Annual General Meeting and have express theirwillingness to be re-appointed. Accordingly shareholders permission is sought forappointment of the Auditors for further term of four years. Your directors recommend theresolution.
The observations made by the Auditors' in their report are self-explanatory andtherefore do not call for any comments.
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.
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance. The performance evaluation of the IndependentDirectors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directorsexpressed their satisfaction with the evaluation process.
The Company has not accepted any deposits coming under the provisions of the CompaniesAct 2013 and Rules framed there under.
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 standardshave been followed. ii. The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year as on March 31 2018 and of the profit of the Company for that period. iii.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. 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 that suchcontrols are adequate and are operating effectively. vi. Proper system has been devised toensure compliance with the provisions of all applicable laws and that such systems areadequate 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 and for the valued contribution effortsand dedication 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:- 06.08.2018 ||Chairman & Mg. Director |