TO THE MEMBERS OF
SAKUMA EXPORTS LIMITED
The Directors take pleasure in presenting the Fourteenth Annual Report together withthe Audited Financial Statements for the year ended 31st March 2019. The ManagementDiscussion and Analysis has also been incorporated into this report.
1. FINANCIAL RESULTS
Key highlights of standalone and consolidated financial results for Sakuma ExportsLimited for the financial year 2018 19 are tabulated below:
| || || || ||(Rs in Lakhs) |
|Particulars || |
| ||2018 - 19 ||2017 - 18 ||2018 - 19 ||2017 - 18 |
|Sales & Other Income ||204609.06 ||219886.94 ||437022.53 ||455672.82 |
|Profit Before Depreciation & Tax ||5465.96 ||2775.46 ||8903.97 ||5910.35 |
|Depreciation ||59.73 ||47.31 ||59.73 ||47.31 |
|Profit Before Tax ||5406.23 ||2728.14 ||8844.24 ||5863.04 |
|Provision for Tax: || || || || |
|- Current Tax ||1891.63 ||887.50 ||1934.03 ||960.68 |
|- Deferred Tax ||(73.14) ||(2.18) ||(73.14) ||(2.18) |
|- Income Tax of Earlier Years ||- ||3.10 ||0 ||3.10 |
|Minority Interest and share of loss of associate || ||0.00 ||0 ||0.00 |
|Net Profit After Tax ||3588.34 ||1850.07 ||6983.94 ||4911.79 |
|Add: Surplus from Previous Period ||6443.85 ||4758.03 ||14075.30 ||9857.55 |
|Profit Available for Appropriation ||10032.19 ||6608.11 ||21752.32 ||14769.34 |
|Appropriation ||0.00 ||0.00 ||(626.80) ||(529.78) |
|Dividend on Equity Shares ||(213.26) ||(164.26) ||(213.26) ||(164.26) |
|Dividend Tax ||(0.56) ||0.00 ||(0.56) ||0.00 |
|Adjustment relating to Minority Interest ||0.00 ||0.00 ||0 ||0.00 |
|Transfer to Statutory Reserve ||0.00 ||0.00 ||0 ||0.00 |
|Balance carried to Balance Sheet ||9818.38 ||6443.85 ||20218.62 ||14075.30 |
2. HIGHLIGHTS OF PERFORMANCE
Total Consolidated Income for the year decreased by 4.09% to Rs 437022.53Lakhs as compared to Rs 455672.82 Lakhs in Previous year.
Total Consolidated Net Sales for the year were Rs 436309.28 Lakhs as comparedto Rs 454574.55 Lakhs in Previous year a decline of 4.02 %.
Total Consolidated Profit before Tax for the year was Rs 8844.24 Lakhs ascompared to Rs 5863.04 Lakhs in Previous year a growth of 55.83 %.
3. TRANSFER TO RESERVES
Your Company does not propose to transfer any amount to the General Reserves.
Your Directors are of the view that your Company is currently on the path of growthwhich requires higher capital deployment to fund the businesses hence need to conserveresources. Keeping in view the objective Directors are pleased to recommend a finaldividend of Rs 0.1/- per share of Rs 1/- each for the year 2018-19. The total outgo forthe current year amounts to Rs 21325943/- as against Rs 21325943/- in the previousyear.
5. BUSINESS OPERATIONS REVIEW AND FUTURE PROSPECTS
After two successive years of robust expansion global economic growth softened to3.60% in 2018 representing a slowdown compared to 3.90% growth anticipated in thebeginning of the year. U S economy grew by 2.90% against 2.20% in 2017 visible declineswere witnessed in the Euro zone. Growth in emerging market economics also decelerated from4.80% to 4.50% with China and India slowing down. Going forward global growth in 2019 isprojected to decline further to 3.30% with risk to downside emanating from politicaluncertainties rising trade tensions escalating protectionism and tighter financialconditions.
The U S economy is projected to witness a sharp decline in growth to 2.30% in 2019 dueto unwinding of the fiscal stimulus and lower spending.
The year 2018-19 turned out to be another challenging year for the Indian economy.Despite a relatively soft base GDP growth declined to 7.00% compared to 7.20% in 2017-18and 7.30% anticipated at the commencement of the year. On the supply side theagricultural and services sectors underperformed while Government final consumptionspending decelerated on the demand front. Private capital spending remained sluggishthroughout the year. Private final consumption expenditure decelerated in the second halfof the year particularly 4-5 months as borne out by most major FMGC entities reportingslowdown in sales growth.
On the positive side inflation stayed well within comfort zone prompting 50 bps policyrate cut in recent months while the external account stabilized in the second half of theyear. Tax revenue witnessed robust growth during the year.
While India remains one of the fastest growing major economy in the World the pace ofgrowth remained below the country's potential. Favorable demographics rapid urbanizationaccelerated digitization and connectivity and improvement in infra sector the pace ofgrowth is expected to pick up over time. Implementation of GST direct benefit transferschemes IBC code amongst other augur well for the growth prospects of the economy in thelong term.
While Indian economy is facing structural pressures due to global slowdown liquidityand banking sector challenges the year ahead still looks promising due to the continuousefforts put across by Government on account of the various policy initiatives such asinjection of funds into infrastructure health and subsidy support on various agriinitiatives. These initiatives combined with the application of new technologies and jobcreation may hopefully will boost GDP and economic growth.
Based on the IMD prediction so far the country is likely to receive normal monsoonrain in the current season which would sustain the high growth in sugarcane & foodgrain production and other agricultural commodities. The Government of India has estimatedexports of about 6.0 MMT of Sugar in the current season 2019-20. This will offer goodopportunity to secure higher export orders coupled with higher foreign exchange earningsby your Company. However delay in receipt of central subsidy will remain the majorstumbling block in efficient and successful sugar exports program. The Company is fullygeared up to capture market share in this business segment using its edge and resources.
Enhancing agricultural productivity and value addition to a higher standard remaincritical for the growth of this sector and increasing farmers' income. A big thrust on thecountry's Food Processing sector can lead to significant job creation enhance ruralincome and manage food inflation.
Year in retrospect - Operational Performance:
In the year under review the Company achieved on consolidated basis operationalrevenue of Rs 436309.28 Lakhs and Rs 203889.26 Lakhs on standalone basis. Sugarcontributes a major share in export business of the Company and the company achieved theincrease in export turnover of around 147.02% and a consequent increase in the net profity-o-y standalone basis of 93.96% approximately.
Overall turnover on consolidated basis was at Rs 4363.09 Crores (Previous year Rs4545.74 Crores) with EBITDA at Rs 98.14 Crores (Previous year Rs 76.44 Crores). PAT at Rs69.84 Crores (Previous year Rs 49.12 Crores). On Standalone basis turnover was at Rs2038.89 Crores (previous year Rs 2186.40 Crores) with PAT at Rs 35.88 Crores (previousyear Rs 18.50 Crores). Your Company's performance for the year 2018-19 has to be viewed inthe context of the aforesaid challenging economic and market environment. Going forwardon the positive side India remains the fastest growing major economy in the World. Thepace of GDP growth is to gather momentum in the medium term on the back of favorableglobal economies tailwinds pick up in private investment and implementation of key policyreforms.
Working of Subsidiaries:
The overall performance of 2 major subsidiary Companies in general were satisfactoryconsidering the current weak economic environment prevailing in the global marketsparticularly in West Asia. Sakuma Exports Pte Ltd. Singapore posted a turnover of USD94122728 during the year as against USD 169360764 recorded in the previous year. Adecline of 44.42% in top line on y-o-y basis. Net Profit after tax of this subsidiary forthe year stands at USD 336262 (Previous Year USD 726556). The performance of anothersubsidiary in Dubai namely Sakuma Exim DMCC has shown growth in 2018 post the improvementin liquidity condition in Gulf and African markets. This subsidiary clocked a turnover ofAED 876792287 during the year (Previous Year AED 722464108). A growth of 21.36% withan increase of 28.01% in Net Profit to AED 17142921 (previous year AED 13391388).
6. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT 2013
No material changes and commitments which could affect your Company's financialposition have occurred between the end of the financial year of your Company and date ofthis report.
7. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2019 was Rs 21.32 Crores. During theyear under review your Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. The Promoter and Promoter Group are holding123634570 shares equivalent to 57.97% of the total Issued and Paid-up Share Capital.
The Company has sub-divided its Equity shares having a face value of Rs 10/- each inthe Authorized and paid-up Share Capital of the Company into Equity Shares having a facevalue of Rs 1/- each effective from 13th November 2018 (Record Date). The new ISIN hasbeen issued by Central Depository Services (India) Limited. Consequent to the sub-divisionof equity shares the Capital Clause (Clause V) of the Memorandum of Association of theCompany been altered and the necessary forms MGT-14 and SH-7 has been filed with Registrarof Companies Mumbai and approval from Registrar of Companies Mumbai for the same hasbeen received.
8. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
During the year 2018 19 unclaimed Dividend on Equity Shares of Rs 92608/- wastransferred to the Investor Education and Protection Fund established by the Governmentin compliance with Section 125 of the Companies Act 2013 read with the Investor Educationand Protection Fund (Accounting Audit Transfer and Refund) Rules 2016. The said amountrepresent Dividend for the year 2010 11 which remain unclaimed for a period of 7years from its due date of payment.
9.1 Retirement by Rotation
Pursuant to Section 152 (6) of the Companies Act 2013 and in terms of the Articles ofAssociation of your Company Ms. Shipra Malhotra (DIN: 01236811) Director retires byrotation at the forthcoming Annual General Meeting. Being eligible she offers herself forre-appointment.
9.2 Re-Appointment of Chairman and Managing Director
Your Company has at its Board Meeting held on 29th May 2019 re-appointed Mr. SaurabhMalhotra as Chairman and Managing Director of your Company w.e.f. 01st September 2019 fora period of 5 years. The approval from Members has been proposed at Item No. 8 of theNotice of 14th Annual General Meeting.
9.3 Re-Appointment of Independent Directors
Your Company has at its Board Meeting held on 07th February 2019 re-appointed Mr.Radhe Shyam Mr. Ashokkumar Doda and Mr. Om Parkash Singal as Independent Directors for asecond consecutive term of 5 years w.e.f. 01st April 2019. The approval from Members hasbeen proposed at Item No. 5 6 and 7 of the Notice of 14th Annual General Meeting.
9.4 Appointment of Company Secretary and Chief Financial Officer
Your Company has at its Board Meeting held on 07th February 2019 accepted theresignation of Mr. Prakash Taparia and appointed Mr. Dhiraj Khandelwal as CompanySecretary cum Compliance Officer in place of Mr. Prakash Taparia w.e.f. 07th February2019. Also your Company has at its Board Meeting held on 07th February 2019 appointed Mr.Devesh Mishra as Chief Financial Officer w.e.f. 07th February 2019.
Your Company has intimated the same to the Stock Exchange(s) where the securities ofCompany are listed i.e. BSE Ltd. and National Stock Exchange of India of your Companyregarding the above changes. The necessary form DIR-12 for the above appointment has beenfiled with Registrar of Companies Mumbai and approval from Registrar of Companies Mumbaifor the same has been received.
9.5 Declaration by Independent Directors
Your Company has received declarations from the Independent Directors of your Companyconfirming that they meet with the criteria of independence as prescribed both underSection 149(6) of the Companies Act 2013 and under Regulation 17 of the SEBI (LODR)Regulations 2015.
9.6 Familiarization Programme for Independent Directors
The Program intends to provide insights into your Company so that the IndependentDirectors can understand your Company's business in depth and the roles rightsresponsibility that they are expected to perform / enjoy in your Company to keep themupdated on the operations and business of your Company thereby facilitating their activeparticipation in managing the affairs of your Company. In addition to the above Directorsare periodically advised about the changes effected in the Corporate Law SEBI (LODR)Regulations 2015 with regards to their roles rights and responsibilities as Directors ofyour Company.
9.7 Annual Board Evaluation
The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the Board Committees in due compliance with theprovisions of the Companies Act 2013 and the SEBI (LODR) Regulations 2015. Theperformance evaluation of the Independent Directors was carried by the entire Board andthe performance evaluation of the Chairman and Non Independent Directors wascarried out by the Independent Directors.
The Board evaluation was carried out in accordance with the criteria laid down in theNomination and Remuneration Policy of your Company.
9.8 Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of your Companypursuant to Section 2(51) and Section 203 of the Act read with Rule 8(5)(iii) of theCompanies (Accounts) Rules 2014 framed thereunder:
1. Mr. Saurabh Malhotra Chairman & Managing Director
2. Mr. Dhiraj Khandelwal Company Secretary*
3. Mr. Devesh Mishra Chief Financial Officer*
*Appointed w.e.f. 07th February 2019
None of the Key Managerial Personnel has resigned during the year under review.
9.9 Remuneration Policy
The Board has in accordance with the provisions of Section 178(3) of the Companies Act2013 formulated the policy setting out the criteria for determining qualificationspositive attributes independence of a Director and policy relating to remuneration forDirectors Key Managerial Personnel and Senior Management Employees. The detail of thesame has been disclosed in the Corporate Governance Report.
9.10 Board Meetings
A calendar of Board Meetings is prepared and circulated in advance to the Directors.
During the year your Company has held 6 (Six) Board Meetings which were held on 28thMay 2018; 13th August 2018; 14th September 2018; 14th November 2018; 21st January2019 and 07th February 2019. The maximum interval between any two meetings did not exceed120 days.
10. PARTICULARS OF EMPLOYEES
During the year there was no employee in receipt of remuneration in excess of limit asprescribed in Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The prescribed particulars of Employees as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as "Annexure A" and form part ofthis Report.
11. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) that in the preparation of the Annual Financial Statements for the year ended31st March 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in Note 2 of the Notes to theFinancial Statements have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of your Company as at 31st March 2019 and of the profit ofyour Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities;
d) that the Annual Financial Statements have been prepared on a going concernbasis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
12. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
Your Company maintains an adequate and effective Internal Control System commensuratewith its size and complexity. We believe that these internal control systems provideamong other things a reasonable assurance that transactions are executed with Managementauthorization and that they are recorded in all material respects to permit preparation offinancial statements in conformity with established accounting principles and that theassets of your Company are adequately safe-guarded against significant misuse or loss.
An independent Internal Audit function is an important element of your Company'sinternal control system. The internal control system is supplemented through an extensiveinternal audit programme and periodic review by Management and Audit Committee.
Your Company has in place adequate Internal Financial Controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
The Audit Committee reviewed the audit program and findings of the Internal Auditdepartment and your Company when needed takes corrective actions.
13. SUBSIDIARY COMPANIES
As on 31st March 2019 your Company has following four subsidiaries:
1. Sakuma Exim DMCC
2. Sakuma Exports PTE Limited
3. Sakuma Exports (Ghana) Ltd Step Down Subsidiary
4. Sakuma Exports Tanzania Pvt. Ltd Step Down Subsidiary
Audited Financial statement of your Company's Subsidiaries
The Statement containing the salient features of financial statement of Subsidiaries inForm AOC-1 pursuant to Section 129(3) read with Rule 5 of the Companies (Accounts)Rules 2014 are given below:
| || || || ||(Rs in Lakhs) |
|Sr. No. Particulars ||Sakuma Exim DMCC ||Sakuma Exports PTE Limited ||Sakuma Exports (Ghana) Ltd ||Sakuma Exports Tanzania Pvt. Ltd |
|1. Reporting Period ||Apr - Mar ||Apr - Mar ||Apr - Mar ||Apr - Mar |
|2. Reporting Currency ||AED ||USD ||GHC ||TZS |
|3. Country ||U.A.E ||Singapore ||Ghana ||Tanzania |
|4. Exchange Rate ||18.83 ||69.17 ||- ||- |
|5. Share Capital ||9.40 ||2189.23 ||0 ||0 |
|6. Reserves and Surplus ||10940.41 ||1555.558 ||0 ||0 |
|5. Total Assets ||11770.54 ||4106.27 ||0 ||0 |
|8. Total Liabilities ||11770.54 ||4106.27 ||0 ||0 |
|9. Investment other than Investment in subsidiary ||0 ||0.00 ||0 ||0 |
|10. Turnover ||167393.53 ||65831.89 ||0 ||0 |
|11. Profit Before Taxation ||3330.85 ||313.06 ||0 ||0 |
|12. Provision for Taxation ||0 ||(42.40) ||0 ||0 |
|13. Profit After Taxation ||3330.85 ||270.65 ||0 ||0 |
|14. Dividend Paid ||-210.51 ||0.00 ||0 ||0 |
14. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES
There are no companies which have become or ceased to be its Subsidiaries JointVenture or Associate Companies during the financial year 2018 - 19.
Your Company has not accepted deposit from the public and shareholders falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014. Hence the requirement for furnishing details of deposits which arenot in compliance with the Chapter V of the Act is not applicable.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
17. RELATED PARTY TRANSACTIONS
A Related Party Policy has been adopted by the Board of Directors at its meeting heldon 14th August 2014 for determining the materiality of transactions with related partiesand dealings with them. The said policy may be referred to at your Company's officialwebsite at the web link https://wwwsakumaexportsltd.com/corporate-policy.html. The AuditCommittee reviews all related party transactions quarterly.
Further the members may note that your Company has not entered into the followingkinds of related party transactions:
Contracts/arrangement/transactions which are not at arm's length basis
Any Material contracts/arrangement/transactions
18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
A Corporate Social Responsibility (CSR) Committee has been constituted in accordancewith Section 135 of the Companies Act 2013. The details required under the Companies(Corporate Social Responsibility Policy) Rules 2014 are given in CSR Report appended as"Annexure B" to this Report.
19. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND 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 of the Companies (Accounts) Rules 2014 is given below:
A. Conservation of Energy
The operations of your Company are not energy intensive. However wherever possibleyour Company strives to curtail the consumption of energy on continued basis.
B. Technology absorption adaptation and innovation
No expenditure has been incurred by your Company on research and Development activitiesduring the year under review
C. Foreign Exchange Earning & Outgo
| || ||(Rs in Lakhs) |
|Particulars ||2018-19 ||2017-18 |
|(a) Expenditure in Foreign Currency || || |
|Travelling Expenses ||5.85 ||13.83 |
|Ocean Freight ||245.77 ||214.61 |
|Import of Goods ||96479.41 ||48169.12 |
|(b) Earnings in Foreign Currency || || |
|Export of Goods on FOB basis ||112998.93 ||49405.54 |
|Dividend received from Overseas subsidiary ||210.51 ||17.81 |
20. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The nature of business is export and trading in commodities. The inheritant risks tothe business of your company are as follows:
a. Foreign Exchange risk
b. Commodity Price risk
c. Risk elements in business transactions
d. Physical risk to cargo
All the above risk have been discussed in the Management Discussion and AnalysisReport. The Executive Chairman & Managing Director mitigate the risk with the help oftheir depth of knowledge of market assistance of senior management and forecast based onvarious data available with your Company. Your Company has developed the analysis ofmarket data which helps in decision making and to ensure the mitigation of the risk.
Your Company has not formed Risk Management Committee as it is not applicable underRegulation 21 of the SEBI (LODR) Regulations 2015.
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. The details of the Whistle Blower Policy are explained in the Corporate GovernanceReport.
22. 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 your Company and its future operations.
23.1 Statutory Auditors
Your Company's Auditors M/s. M. L. Sharma & Co. Chartered Accountants who retireat the forthcoming Annual General Meeting of your Company are eligible forre-appointment. They have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder for re-appointment as Auditors of your Company.As required under Regulation 33 of the SEBI (LODR) Regulations 2015 the auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.
23.2 Statutory Auditors' Observations
The Report given by the Auditors on the financial statements of your Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
23.3 Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed M/s. P P Shah & Co. Practicing Company Secretary to undertake theSecretarial Audit of your Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure C" to this Report.
23.4 Qualifications in Secretarial Audit Report
A. Appointment of Company Secretary & Chief Financial Officer:
As per Section 203 (1) (ii) & (iii) the Company is required to appoint CompanySecretary & Chief Financial Officer.
The Company has not appointed Company Secretary & Chief Financial Officer till 07thFebruary 2019 consequently the Annual Audited Financial Statements for the financialyearended 31st March 2018 were not signed by Company Secretary & Chief Financial Officer.In this regard the management of the Company has provided the following reply:
(i) The Company has appointed Mr. Prakash Taparia General Manager as ComplianceOfficer who resigned w.e.f. 07th February 2019 and thereafter the Company has appointedMr. Dhiraj Khandelwal as Company Secretary and Compliance Officer w.e.f. 07th February2019 who looks after the compliance of the Companies Act 2013 and the SEBI Act and rulesmade thereunder.
(ii) The Company has appointed Mr. Devesh Mishra General Manager Accounts &Finance as Chief Financial Officer w.e.f. 07th February 2019.
B. Corporate Social Responsibility :
As per Section 135 of the Companies Act 2013 the CSR is applicable to the Company.The Company is required to spend approximately Rs 45.73 Lakhs for the year 2018 19and previous years unspent balance of Rs 41.31 Lakhs. The total cumulative unspent amountis Rs 87.04 Lakhs out of which the Company has spent a sum of Rs 45.04 Lakhs during thefinancial year to charitable trusts for education.
We have been informed by the Company that the balance unspent amount will be spent inthe current financialyear.
24. COMPLIANCE OF SECRETARIAL STANDARDS
During the year under review your Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.
25. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as "Annexure D".
26. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company and its subsidiaries are preparedin accordance with applicable provisions of the Companies Act 2013 Indian AccountingStandard (Ind AS 110) issued by the Institute of Chartered Accountants of India aswell as the SEBI (LODR) Regulations 2015 together with Auditors' Report thereon form partof this Annual Report.
27. HUMAN RESOURCES
The relations of the employees of your Company have been cordial during the year.Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening your Company's Polices and Systems. YourCompany maintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.
28. ENVIRONMENT AND SAFETY
Your Company is conscious of the importance of environmentally clean and safeoperations. Your Company's policy requires conduct of operations in such a manner so asto ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.
29. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
30. GREEN INITIATIVES
Electronic copies of the Annual Report 2018 19 and Notice of the 14th AnnualGeneral Meeting are sent to all members whose email addresses are registered with yourCompany/ Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2018 19 and Notice of the 14thAnnual General Meeting under Section 101 of the Companies Act 2013 are sent in thepermitted mode. Members requiring physical copies can send a request to your Company.
Your Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant to theSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015.
31. MANAGEMENT DISCUSSION AND ANALYSIS
As required under the Schedule V (B) of SEBI (LODR) Regulations 2015 report on"Management Discussion and Analysis" is attached and form part of this AnnualReport.
32. CORPORATE GOVERNANCE
Your Company attaches considerable significance to good Corporate Governance as animportant step towards building investor confidence improving investors' protection andmaximizing long-term shareholders value. The certificate from M/s. P P Shah & Co.Practicing Company Secretary confirming compliance of conditions of Corporate Governanceas stipulated under Schedule V (E) of the Securities and Exchange Board of India (LODR)Regulations 2015 of the Stock Exchanges is annexed.
33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Your Company firmly believes in providing a safe supportive and friendly workplaceenvironment a workplace where our values come to life through the supportingbehaviors. Positive workplace environment and a great employee experience are integralpart of our culture. Your Company believes in providing and ensuring a workplace free fromdiscrimination and harassment based on gender.
Your Company educates its employees as to what may constitute sexual harassment and inthe event of any occurrence of an incident constituting sexual harassment; your Companyprovides the mechanism to seek recourse and redressal to the concerned individualsubjected to sexual harassment.
Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in placeto provide clarity around the process to raise such a grievance and how the grievance willbe investigated and resolved. An Internal Complaints Committee has been constituted inline with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
No complaint has been raised during the year ended 31st March 2019.
34. MANAGING DIRECTOR CERTIFICATION
The Certificate from Mr. Saurabh Malhotra Managing Director pursuant to provisions ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for the yearunder review was placed before the Board of Directors of your Company at its meeting heldon 29th May 2019.
35. INDIAN ACCOUNTING STANDARDS (IND-AS)
Your Company has followed the relevant Accounting Standards notified by the Companies(Indian Accounting Standards) Rules 2015 while preparing financial statements.
36. CAPITAL EXPENDITURE
Capital Expenditure during the year towards Tangible & Intangible Assets amountedto Rs 92.52 Lakhs a major part of which was spent on motor vehicle and furniture's.
37. PLEDGE OF SHARES
During the year the following promoters have pledged the shares with the Banks andFinancial Institutions:
|Name of the Promoter ||No. of Shares pledged ||As a % of total shares held |
|Late Chander Mohan ||3100000 ||20.22 |
|Saurabh Malhotra ||14284380 ||44.25 |
|Total ||17384380 ||14.06 |
38. INFORMATION SYSTEM
In a business where information is critical Information Technology plays a vital rolefacilitating informed decision making to grow the business. Over the years your Companyhas invested extensively in infrastructure people and processes with the objective tocapture protect and transmit information with speed and accuracy.
39. LISTING WITH STOCK EXCHANGES
Your Company is listed with BSE Limited and National Stock Exchange of India Limitedand your Company has paid the listing fees to each of the Exchanges.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of your Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of your Company for their unstinted commitment and continuedcontribution to your Company.
41. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion & Analysisdescribing your Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence your Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||Saurabh Malhotra |
|Date: 29th May 2019 ||Chairman & Managing Director |