To the Members
Your Directors have pleasure in presenting their Thirty-Fourth Annual Report togetherwith the Financial Statements of the Company for the year ended 31 March 2018.
| || ||(Rs. in Lacs) |
|PARTICULARS ||31.03.2018 ||31.03.2017 |
|Revenue (Net Sales) ||2343.44 ||2270.04 |
|Loss for the year under review ||338.53 ||541.22 |
|Add: Depreciation for the year ||52.51 ||49.99 |
|Loss for the year before tax ||391.04 ||591.21 |
|Less: Deferred Tax Charges ||111.91 ||- |
|Loss after Tax ||502.95 ||591.21 |
|Less: Balance brought forward from earlier years ||1090.02 ||(498.81) |
|Deficit carried to Balance Sheet ||1592.97 ||1090.02 |
Net Sales of the Company increased from Rs. 2270.04 lakh in the previous year to Rs.2343.44 lakh in the year under review.
A nominal growth of 8.68% was registered in the Decorated Tile Division while ade-growth of 16.14% was registered in the Transfer (Decal) Division.
Your Company was able to maintain last year performance in-spite of adverse effectwhich is still continue due to the following reasons:
Digital Printing on Basic Tiles is now technically more advanced against ScreenPritning in Decorated Tile.
Setting up of Captive Plants by major users of Decals manufactured by theCompany because of low cost of such plants.
MARKET AND FUTURE PROSPECTS
Ceramic Transfer Sheets (Decals)
Manufactures of Tableware are setting up their Captive Plants resulting into lowerutilisation of our capacity. However because of quality and design supermacy your Companyis expecting to retain its customers.
Digital Printing on Basic Tiles became techinically more advance against screenprinting leading to remain incompetent in the market. However efforts are being made toimprove in this segment.
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 year2009-10 was transferred to IEPF on 25 September 2017 and the amount of unpaid/ unclaimeddividend in respect of the financial year 2010-11 is due for transfer to IEPF onor after 7October 2018.
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 on25 August 2017 (the date of last Annual General Meeting) on the website of the Companywww.schablona.in Further pursuant to the provisions of Section 124 of the Companies Act2013 and of the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 as amended all shares in respect of which dividend hasnot been encashed/claimed by the Shareholders for seven consecutive years the Company isrequired to transfer such Equity Shares of the members to the Demat Account of the IEPF.Accordingly the Company has transferred 111600 Equity Shares of Rs. 4/- each to IEPFwhose dividend has not been encashed for consecutive 7 years from 2008-09 and 13103Equity Shares of Rs. 4/- each for the year 2009-2010 details of which are also availableon website of the Company. Similarly the Company will transfer such shares to the DematAccount of IEPF Authority on which dividend for 2010-11 has not been encashed forconsecutive 7 years as per the guidelines issued by the concerned authority/(ies) fromtime to time. However the Members may claim the same from the concerned authority/(ies)by complying with necessary formalities provided thereunder.
OPEN OFFER TO SHAREHOLDERS BY PRMOTORS
During the year under review M/s. Bhilwara Holdings Limited and Sarvottam VanijyaLimited promoters of the Company agreed to sell their entire equity stake in the Companyto Mr. Shreekant Somany Mr. Abhishek Somany and Mr. Shrivatsa Somany "the acquirersand ultimate beneficiary" by way of a Share Sale and Purchase Agreement dated 24November 2017. In terms of the provisions of SEBI (Substantial Acquisition of Shares andTakeovers) Regulations 1997 the acquirer issued a Public Announcement on 24 November2017 to make an open offer to the equity shareholders of the Company. After the receipt ofSEBI's nod the offer opened on 13 March2018 and closed on 26 March 2018. Mr. ShreekantSomany Mr. Abhishek Somany and Mr. Shrivatsa Somany jointly acquired 183565 equityshares of the Company under the open offer. Subsequent to these acquisitions on 11thApril 2018 Mr. Shreekant Somany Mr. Abhishek Somany and Mr. Shrivatsa Somany thepromoters of the Company collectively holds 61.84% of the equity capital of the Company.
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.
M/s. A. K. Maheshwari & Associates Chartered Accountants Statutory Auditors ofthe Company having Firm Registration No. 500106N were appointed as Statutory Auditorsfor a period of 4 (four) consecutive years at the 30th Annual General Meeting (AGM) heldon 16 September 2014 to hold office till the conclusion of the 34th AGM of the Companysubject to ratification of their appointment at every AGM in terms of the first provisoto Section 139 of the Companies Act 2013 read with Rule 3(7)of Companies (Audit andAuditors) Rules 2014. Accordingly M/s. A. K. Maheshwari & Associates CharteredAccountants will cease to be Statutory Auditors of the Company at conclusion of theensuing AGM of the Company.
The Company has received a letter from M/s. Shalin Poddar & Associates CharteredAccountants conforming that they are eligible for appointment as Statutory Auditors ofthe Company under Section 139 of the Companies Act 2013 and meet the criteria forappointments pecified in Section 141 of the said Act.
Based on the recommendations of the Audit Committee the Board of Directors of theCompany have recommended the appointment of M/s Shalin Poddar & Associates CharteredAccountants having Firm Registration No. 020397C as Statutory Auditors of the Company fora term of 5 (five) consecutive years from the conclusion of the 34th AGM of the Companytill conclusion of 39th AGM of the Company to be held in the year 2023 subject to theapproval of Shareholders. All the items on which comments have been made by the Auditorsin their report to the Members are self-explanatory as explained by way of notes to theFinancial Statements and does not contain any qualification reservation or adverseremark therefore needs no further explanation by the Board in terms of Section134(3)(f)(i) of the Companies Act 2013.
The Secretarial Audit Report for the financial year 2017-18 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 noneed for any explanation/s by the Board in terms of Section 134(3)(f)(ii) of the CompaniesAct 2013.
NUMBER OF BOARD MEETINGS
During the year 5 (five) Board Meetings were convened and held. Details of suchmeetings are given in the Corporate Governance Report forming part of this Report.
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 2017-18 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 websitewww.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 financialstatements which 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 performancein form ofcirculation 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 2018 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. N. Goenka Non-Executive Non-Independent Director of theCompany retires by rotation and being eligible offers himself for re-appointment.Further as stipulated under Regulation 36 of the Listing Regulations his brief resumehas been provided in the Notice of the 34th Annual General Meeting of 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:
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. Abha Kabra Independent Director and Mr.N. Goenka Non-Independent Director as other Members of the Committee as on 31 March2018. 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.
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
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.
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 2018 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 2018.
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.
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 : New Delhi ||N. Goenka |
|Date : 24th May 2018 ||Chairman |
| ||(DIN : 00060864) |