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Schablona India Ltd.

BSE: 507894 Sector: Consumer
NSE: N.A. ISIN Code: INE024C01026
BSE 00:00 | 27 Feb Schablona India Ltd
NSE 05:30 | 01 Jan Schablona India Ltd
OPEN 12.35
PREVIOUS CLOSE 12.35
VOLUME 5
52-Week high 16.45
52-Week low 9.45
P/E
Mkt Cap.(Rs cr) 4
Buy Price 13.21
Buy Qty 2.00
Sell Price 12.35
Sell Qty 3043.00
OPEN 12.35
CLOSE 12.35
VOLUME 5
52-Week high 16.45
52-Week low 9.45
P/E
Mkt Cap.(Rs cr) 4
Buy Price 13.21
Buy Qty 2.00
Sell Price 12.35
Sell Qty 3043.00

Schablona India Ltd. (SCHABLONAINDIA) - Director Report

Company director report

To the Members

Your Directors presenting their Thirty-Fifth Annual Report together with the FinancialStatements of the Company for the year ended 31 March 2019.

FINANCIAL SUMMARY

(Rs. in Lacs)

PARTICULARS 31.03.2019 31.03.2018
Revenue (Net Sales) 857.59 2343.44
Loss for the year under review 442.64 338.53
Add: Depreciation for the year 48.50 52.51
Loss for the year before tax 491.14 391.04
Less: Tax for earlier years 7.89 -
Less: Deferred Tax Charges - 111.91
Loss after Tax 499.03 502.95
Less: Balance brought forward from earlier years 1592.97 1090.02
Deficit carried to Balance Sheet 2092.00 1592.97

OPERATIONS

Net Sales of the Company decreased from Rs. 2343.44 lakh in previous year to Rs.857.59 lakh in the year under review.

A de-growth of 65.96% was registered in the Decorated Tile Division while the de-growthwas 51.64% in the Transfer (Decal) Division.

Company's growth performance is under pressure on account of tough market situation onone hand and lower scale of operations on the other. However the Company has been able tocope with it through its established brand recall for the products and pan Indiadistribution network.

DIVIDEND

In view of losses your Directors do not recommend any dividend on equity shares forthe year under review.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 125 of the Companies Act 2013 the Company isrequired to transfer dividends which have remain unpaid/ unclaimed for a period of sevenconsecutive years from the date of transfer to unpaid dividend account to the IEPFestablished by the Central Government.

Accordingly the amount of unpaid/ unclaimed dividend in respect of the financial year2010-11 was transferred to IEPF on 10th October 2018 and the amount of unpaid/ unclaimeddividend in respect of the financial year 2011-12 is due for transfer to IEPF on or after1st November 2019.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amount lying with Companies) Rules 2012 theCompany has uploaded details of unpaid and unclaimed amounts lying with the Company as on19th September 2018 (the date of last Annual General Meeting) on the website of theCompany www.schablona.in

Further pursuant to the provisions of Section 124 of the Companies Act 2013 and ofthe Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 as amended all shares in respect of which dividend has not beenencashed/claimed by the Shareholders for seven consecutive years the Company is requiredto transfer such Equity Shares of the members to the Demat Account of the IEPF.Accordingly the Company has transferred 17212 Equity Shares of Rs. 4/- each to IEPFwhose dividend has not been encashed for consecutive 7 years from 2010-11 details ofwhich are also available on website of the Company. Similarly the Company will transfersuch shares to the Demat Account of IEPF Authority on which dividend for 2011-12 willremain unencashed for consecutive 7 years as per the guidelines issued by the concernedauthority/(ies) from time to time. However the Members may claim the same from theconcerned authority/(ies) by complying with necessary formalities provided thereunder.

PUBLIC DEPOSIT

Your Company during the year under review has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company during thefinancial year under review.

AUDITORS

Statutory Auditor

M/s. Shalin Poddar & Associates Chartered Accountants having Firm RegistrationNo. 020397C were appointed as Statutory Auditor of the Company for a period of 5 (five)consecutive years at the 34th Annual General Meeting (AGM) held on 19 September 2018 tohold office till the conclusion of the 39th AGM of the Company.

All the items on which comments have been made by the Auditors in their report to theMembers are self-explanatory as explained by way of notes to the Financial Statements anddoes not contain any qualification reservation or adverse remark therefore needs nofurther explanation by the Board in terms of Section 134(3)(f)(i) of the Companies Act2013.

Secretarial Auditor

The Secretarial Audit Report for the financial year 2018-19 in terms of Section 204(1)of the Companies Act 2013 submitted by M/s. Drolia & Company Practicing CompanySecretaries having Certificate of Practice No. 1362 the Secretarial Auditors appointedby the Board forming part of this Report is marked as 'Annexure A'. The saidReport does not contain any qualification reservation or adverse remark therefore needno explanation/s by the Board in terms of Section 134(3)(f)(ii) of the Companies Act2013.

NUMBER OF BOARD MEETINGS

During the year under review 4 (four) Board Meetings were convened and held. Detailsof such meetings are given in the Corporate Governance Report forming part of thisReport.

RISK MANAGEMENT

The Company has in place mechanism to inform Board Members about the Risk Assessmentand Minimization procedures which is periodically reviewed to ensure that risk iscontrolled by the Executive Management.

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements are given in the Management Discussion and Analysis which forms partof this Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal control systems which is commensurate withthe size scale and complexity of the operations of the Company.

During the year under review no material or serious observations has been receivedfrom the Internal Auditors of the Company for inadequacy or ineffectiveness of suchcontrols.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financialyear 2018-19 with Related Parties as defined under Section 188 of the Companies Act2013 and the Rules made thereunder and as per applicable provisions of the ListingRegulations were in the ordinary course of business and on arm's length basis and wereplaced before the Audit Committee for review and approval. Further there were nomaterially significant related party transactions during the year under review made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have potential conflict with the interest of the Company at large. Accordinglythe disclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not required.

Related Party Transactions Policy as approved by the Board has been uploaded on theCompany's website www.schablona.in at the web link:http://www.schablona.in/files/investors/1473321786SIL%20Related%20Party%20Transaction%20Policy.pdf However members may refer Notes to the financial statementswhich sets out related party disclosures pursuant to Accounting Standards.

EVALUATION OF PERFORMANCE OF BOARD ITS COMMITTEE AND OF DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) the Board has carriedout an annual performance evaluation of its own performance the performance of individualDirectors as well as the evaluation of working of its Committees on the variousparameters and criteria's governing their performance in form of circulation ofQuestionnaire among the Members of the Board and the same was taken on record. Thecriteria's for evaluation of the performance has been mentioned in the CorporateGovernance Report forming part of this Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of Section 92 of theCompanies Act 2013 in Form MGT-9 in terms of Section 134(3)(a) of the Companies Act2013 forms part of this Report and is marked as 'Annexure B'.

CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed hereto and formspart of this report and marked as 'Annexure C'.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March 2019 there were four (4) Directors on the Board of your Companyconsisting of two (2) Independent Directors one (1) Executive Director and one (1)Non-Executive Non-Independent Director. In accordance with the provisions of Section 152of the Companies Act 2013 Mr.Satish C Vishwakarma Executive Director of the Companyretires by rotation and being eligible offers himself for re-appointment. Further asstipulated under Regulation 36 of the Listing Regulations his brief resume has beenprovided in the Notice of the 35th Annual General Meeting of the Company.

Ms.Shreya Kabra and Mr. Chandan Mal Borar were appointed as Additional Directors underSection 161 of the Companies Act 2013 on 13th November 2018 and 29th May 2019 by theBoard of Directors of the Company respectively. Notices in writing has been received fromMembers under Section 160 of the Companies Act 2013 proposing candidature of Ms.ShreyaKabra and Mr. Chandan Mal Borar for the office of Regular Directors and also as anIndependent Director of the Company for a term of 5 (five) consecutive years i.e. upto12th November 2023 and 28th May 2024 respectively in terms of Section 149(10) of theCompanies Act 2013 not liable to retire by rotation. Necessary resolutions for obtainingMembers approval have been incorporated in the Notice of the 35th Annual General Meetingof the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from all the Independent Directors ofthe Company confirming that they meet the criteria of independence as stipulated underSection 149(6) of the Companies Act 2013 read with Schedule IV to the Companies Act 2013and Listing Regulations.

There has been no change in the circumstances which may affect their status asIndependent Director during the financial year under review.

COMMITTEES OF THE BOARD

Your Company has duly constituted the following Committees required under the CompaniesAct 2013 read with applicable Rules made thereunder and the Listing Regulations:

• Audit Committee

• Share Transfer Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

The Board of Directors of the Company has formed Audit Committee with all Non-ExecutiveDirectors wherein Independent Directors form the majority consisting of Mr. Vinod KumarKarwa Independent Director as the Chairman Ms.Shreya Kabra Independent Director and Mr.N. Goenka Non-Independent Director as other Members of the Committee as on 31 March2019. All recommendations made by the Audit Committee were accepted by the Board. Moredetails on the Committee have been provided in the Corporate Governance Report formingpart of this Report.

VIGIL MECHANISM

Your Company has formulated a "Whistle Blower Policy/Vigil Mechanism"pursuant to Section 177 of the Companies Act 2013 read with Rules made thereunder andRegulation 22 of the Listing Regulations which provides a mechanism for its employeesDirectors and other stakeholders of the Company to report concerns about unethicalbehaviour actual or suspected fraud or violation of Company's code of conduct. During thefinancial year under review no such complaints were received by the Company. The detailsof such Policy is explained in the Corporate Governance Report and has been uploaded onthe Company's website www.schablona.in at the weblink: http://www.schablona.in/files/investors/1473321759Mechanism%20and%20Whistle%20Blower%20Policy.pdf

CORPORATE GOVERNANCE

The report on Corporate Governance and the Certificate of the Auditors of the Companyregarding compliance of the conditions of the Corporate Governance as stipulated in Part Cof Schedule V to the Listing Regulations is enclosed as a separate section and forms partof this report. A declaration signed by the Executive Director in regard to compliancewith the Code of Conduct by the members of the Board and Senior Management Personnel alsoforms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations performance and future outlook of the Company andits business are given in the Management Discussion and Analysis and forms part of thisReport.

PARTICULARS OF EMPLOYEES

Information required as per Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended from time to time is annexed hereto as 'Annexure D' forming part ofthis Report.

During the year under review there were no managerial personnel/employee whoseinformation required to be provided under Rule 5 sub-rule 2 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended from time to time.

NOMINATION AND REMUNERATION POLICY

The Company's Policy on appointment and remuneration of Directors and Key ManagerialPersonnel including criteria's for determining qualifications positive attributesindependence of Directors and other related matters as provided under Section 178(3) ofthe Companies Act 2013 and Listing Regulations is available on the Company's websitewww.schablona.in at the web link:http://www.schablona.in/files/investors/1473321316N%20%20R%20POLICY-AR.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

As per the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 ('Act') and Rules made thereunder your Company hasin place a Policy for prevention of sexual harassment of women at work place and theInternal Complaints Committee constituted in terms of the said Act reported to the Boardthat during the year under review the Company has not received any complaints on sexualharassment of women at workplace.

HUMAN RESOURCES (HR)

The Company's HR policies and procedures are designed to recruit and retain the besttalent to support the operations of your Company and to align the interests of allemployees with the long term organizational goals.

ENVIRONMENT HEALTH AND SAFETY

Your Company is driven by principles of sustainability incorporating environmentemployees and society aspects in all our activities. We are focused on employeewell-being developing safe and efficient products minimizing environmental impact of ouroperations and products and minimizing the impact of our operations on society.

OTHER DISCLOSURES

I. No loans guarantees and investments under Section 186 of the Companies Act 2013were made by the Company during the year under review hence disclosure in terms ofSection 134(3)(g) of the Companies Act 2013 does not arise.

II. The paid-up equity share capital of the Company as on 31 March 2019 remained atRs. 126.37 Lacs. No issue of equity shares were made during the year under review withrespect to differential voting rights Employee Stock Options Sweat Equity sharesBuy-back of shares and Bonus Issue under Companies (Share Capital and Debentures) Rules2014.

III. No Corporate Social Responsibility (CSR) initiatives have been undertaken by theCompany as Section 135 of the Companies Act 2013 on CSR is not applicable.

IV. Business Responsibility Report as per Regulation 34(f) of the Listing Regulationsdescribing the initiatives taken by Company from an environmental social and governanceperspective is not applicable to the Company as per SEBI's Notification No.SEBI/LAD-NRO/GN/2015-16/27 dated 22 December 2015.

V. No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.

VI. There was no change in the nature of the business of the Company during thefinancial year ended 31 March 2019.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act 2013 the Board of Directors ofthe Company hereby state and confirm that:-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating 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;

(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors acknowledge with sincere gratitude the co-operation and assistanceextended by the Central and State Governments Financial Institutions Banks CustomersDealers Vendors and Employees of the Company.

For and on behalf of the Board
For SCHABLONA INDIA LIMITED
Place : Noida N. Goenka
Date : 29th May 2019 Chairman
(DIN : 00060864)

ANNEXURE ‘C' TO THE DIRECTORS' REPORT

[Information as required under sub rule 3 of Rule 8 of the Companies (Accounts) Rules2014]

A) CONSERVATION OF ENERGY

I. Energy Conservation measures taken:

a) Timely maintenance of Electrical Instruments like Motors and Compressors etc.

b) Groupings in lighting systems has already been changed to separate lighting systemto use the required lighting only.

Impact on Conservation of Energy:

Energy consumption vis--vis cost continues to be at the Optimum Level.

II. Steps taken for utilizing alternate sources of energy:

LED lighting is continuously being replaced as a regular process. Use of Solar Energyis under active consideration as per the Governments norms to install the prescribedpercentage of connected load.

III. Capital investment on energy conservation instruments:

No additional investments are considered necessary at present.

B) TECHNOLOGY ABSORPTION

I. Efforts made towards technology absorption:

Research and Development (R & D) has been carried out by the Company as per theMarket requirement to be remain a Benchmark Company in the segment.

• Conceptualised Designing in Decorated Tiles is regularly being introduced.

• Up-gradation of Products by use of New Raw Material and New Sizes.

II. Benefits derived:

• Benefits derived as a result of R & D are lower rejections keeping pacewith the updated international technology and better quality.

• Existing manufacturing process is continuously resulting lower rejections andbetter quality by Optimisation of Process.

III. In case of Imported Technology (imported during the last three years reckoned fromthe beginning of the financial year):

Not Applicable.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO Rs./Lacs
A. Foreign Exchange Outgo 4.55
B. Foreign Currency Earned Nil
For and on behalf of the Board
For SCHABLONA INDIA LIMITED
Place : Noida N. Goenka
Date : 29th May 2019 Chairman
(DIN : 00060864)

ANNEXURE ‘D' TO THE DIRECTORS' REPORT

[Information pursuant to Section 197(12) of the Companies Act 2013 read with sub rule(1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014]

(i) The ratio of remuneration of Mr. Satish C. Vishwakarma Whole-time Director (KeyManagerial Personnel) designated as Executive Director & Chief Financial Officer ofthe Company to the Median Remuneration of the Employees (MRE) of the Company for thefinancial year 2018-19 is around 9:1 (MRE for financial year 2018-19 is Rs. 19833)

(ii) Percentage increase in the remuneration of each Director and Key ManagerialPersonnel during the financial year 2018-19:

Sl. Name Designation % increase
1 Mr. Satish C. Vishwakarma Executive Director & Chief Financial Officer -
2 Ms. Ritika Mansata Company Secretary -

(iii) The percentage increase in the Median Remuneration of Employees (MRE) in thefinancial year 2018-19 (Rs. 19833) as compared to financial year 2017-18 (Rs.19833) isNil.

(iv) There were 6 permanent employees on the rolls of the Company as on 31 March 2019.

(v) There was no increase in the salaries of employees as well as Key ManagerialPersonnel in the financial year 2018-19.

(vi) It is hereby affirmed that the remuneration paid during the year ended 31 March2019 is as per the Nomination and Remuneration Policy of the Company.

For and on behalf of the Board
For SCHABLONA INDIA LIMITED
Place : Noida N. Goenka
Date : 29th May 2019 Chairman
(DIN : 00060864)