SHANKAR LAL RAMPAL DYE-CHEM LIMITED (Previously Shankar lal Rampal Dye-Chem PrivateLimited)
Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended on March 31st2020.
1. FINANCIAL SUMMARY OF THE COMPANY (STANDALONE)
The Company's financial performance for the year under review along with previousyear's figures is given hereunder:
(Figures in Lakhs)
|Particulars ||For the year ended ||For the year ended |
| ||31.03.2020 ||31.03.2019 |
|Income from Business Operations ||13260.49 ||17586.83 |
|Other Income ||31.25 ||10.15 |
|Total Income ||13291.74 ||17596.98 |
|Profit before Interest Depreciation & Tax ||578.69 ||415.34 |
|Less:- Interest ||198.69 ||204.33 |
|Less:- Depreciation ||4.34 ||3.96 |
|Profit after depreciation and Interest ||375.66 ||207.05 |
|Less:- Current Income Tax (incl. earlier year tax) ||105.97 ||57.29 |
|Less:-Deferred Tax ||0.19 ||(0.22) |
|Net Profit /Net Loss after Tax ||269.50 ||149.99 |
|Amount transferred to General Reserve ||0 ||0 |
|Balance carried to Balance Sheet ||269.50 ||149.99 |
|Earnings per share (Basic-Weighted Average)- Based on Current year Net profit ||4.44 ||3.10 |
|Earnings per Share(Diluted-Weighted Average) -Based on Current year Net profit ||4.44 ||3.10 |
*In FY 2019-20 Final Dividend of Rs. 0.25 per share (For FY 2018-19) was declared andwas distributed.
Your Directors have recommended a final dividend of Rs. 00.10/- per share (i.e. 01.00%)on Company's paid up equity share capital comprising of 79 95 850 number of equityshares of Rs. 10/- each.
3. OPERATIONAL HIGHLIGHTS
Your Company is engaged in the business segment i.e. Trading in Dyes Chemical andallied products. There has been no change in the business of the Company during thefinancial year ended 31st March 2020. The Board of Directors would like to mention thatthe Company's operations were stopped substantially from 17th March 2020 till the 1 weekof May 2020 due to nationwide lockdown. Corporate offices regional offices retailOperations imports and exports etc.; were substantially reduced during the period andthe company was able to get only very marginal sales through executing some advance salesorders. Company has also adopted online brochure based promotion; which help customers tochoose the ideal product from their home itself.
The highlights of the Company's performance are as under:-
Due to COVID-19 outbreak total revenue of your co. is decreased to Rs. 13291.74Lacs ( Out of which Gross turnover from Business operations of Rs. 13260.49 Lacs) recordedfor the financial year 2019-20 from Last year Revenue which was 17596.98 Lacs ( Out ofwhich Gross turnover from Business operations was Rs. 17586.68 Lacs); though inspite ofdecrease in revenue; your company see better future possibilities despite of prevailingmarket slow-down volatile raw material prices and increased logistics cost and same havebeen seen on basis of good market approach usage of company's products in many importantindustries and loyal customers.
The financial statements for the year ended on 31stMarch 2020 showthe profit of Rs.269.50 Lacs in FY 2019-20 as compared to Rs. 149.98 Lacs last year; thiscommendable growth of 44.35% (YOY) this commendable growth in profits is recorded inspiteof increasing overhead costs and decreased sale due to pandemic outbreak.
4. SHARES AND SHARE CAPITAL
At present the Company has only one class of share - Equity shares of face value ofRs. 10 each. The authorized share capital of the company is Rs. 90000000/- divided into9000000 equity shares of Rs.10 each. The paid up share capital of the company is Rs.79958500/- divided into 7995850 equity shares of Rs. 10 each. The Company had raisedfund through Preferential Issue(19 98000 equity shares) in FY 2019-20 and the equityshares of the Company are now listed on SME platform of BSE Limited.
Also during the Financial Year 2019-20; there were
No BUY BACK of Equity Shares.
No Employee Stock Option Plan was passed.
There no Bonus Shares issued.
No Further public offer.
Fresh Issue of Equity Shares by way of preferential allotment- During the yearthe company has listed its equity shares through a preferential allotment dated 18.03.2020of 1998000 equity shares at Rs. 50 each ( including Face Value- Rs.10 Premium-Rs. 40.The amount realized from such issue amounted to Rs. 9.99 Crores)
5. IPO FUND UTILISATION:
The amount raised in IPO in previous FY 2018-19 has been fully utilized for thespecified purposes.
6. CREDIT FACILITIES:
The Company has been optimally utilizing its fund based and non fund based workingcapital requirements as tied up with ICICI BANK and AXIS BANK respectively. The Companywas comfortable in meeting its financial requirements from both the banks. Effectivefinancial measures have been continued to reduce cost of interest and bank charges.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
There is no amount outstanding to be transferred as unclaimed dividend to investoreducation and protection fund.
8. MATERIAL EVENTS OCCURING AFTER BALANCE SHEET DATE:
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatement relate and the date of the Board Report.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
No significant and material orders were passed by the regulators or courts or tribunalswhich may have impact on the going concern status and future operation of the Company.
10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as under:
(A) Conservation of energy:
Steps taken / impact on conservation of energy with special reference to thefollowing:
Steps taken by the company for utilizing alternate sources of energy including wastegenerated : NIL
(B) Technology absorption:
1. Efforts in brief made towards technology absorption. Benefits derived as a resultof the above efforts e.g. product improvement cost reduction product developmentimport substitution etc.
The Company has not entered into any technology based ventures during the year underreview. However the Company aims for digitization of processes of purchase salesmarketing and other operations over next year and gradual increase in manpower facilitiesand office workspace.
2. In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) following information may be furnished:
The Company has not imported any technology and hence not applicable.
3. Expenditure incurred on Research and Development:
The Company has not incurred any expenditure on research and development.
(C) Foreign exchange earnings and Outgo (Rupees in Lakhs):
| ||2019-20 ||2018-19 |
|Earnings ||0 ||0 |
|Outgo ||7962.85 ||12511.88 |
11. RISK MANAGEMENT:
The Company has framed a sound Risk Management Policy to identify and evaluate businessrisks and opportunities and the same has become integral part of Company's day to dayoperations. The key business risks identified by the Company are as follows viz. IndustryRisk Management and Operations Risk Market Risk Government Policy risk Liquidity riskand Systems risk. The Company has in place adequate mitigation plans for the aforesaidrisks.
12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 135 of the Companies Act 2013 read with Rule 9 of theCompanies (Accounts)Rules 2013 is not applicable to the Company.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence furnishing of aboveinformation is not applicable.
14. RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Board Meeting as per the omnibus approval ofAudit Committee and the particulars of contracts entered during the year as per Form AOC-2is enclosed as Annexure.
The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Regulations. This Policy has been uploaded on the website ofthe Company at HTTP: / /WWW.SRDYECHEM.COM/INVESTOR-RELATIONS.ASP.
15. DIRECTORS / KEY MANAGERIAL PERSONNEL:
There has been change in the constitution of Board during the year under 2019-20.During the Period Mr. ADITYA SONI (08590851) appointed as ADDITIONAL DIRECTOR(INDEPENDENT) of the company on the date of 26/10/2019.
The details of management are given in the Corporate Governance Details.
In view of the applicable provisions of the Companies Act 2013 the Company is notmandatorily required to appoint any whole time KMPs.:
|NAME ||DATE OF |
APPOINTMENT/ CHANGE IN DESIGNATION
|CURRENT DESIGNATION |
|HIMANSHU TAIN ||29/07/2019 (resignation ) ||None |
|ADITYA SONI ||26/10/2019 (appointed ) ||INDEPENDENT DIRECTOR (ADDITIONAL) |
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedan annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit and Nomination & Remuneration.
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for Determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management. The details of criteria laid down and the Remuneration Policy aregiven in the Corporate Governance Report.
During the year Six Board Meetings One extra-ordinary meeting Annual General MeetingFive Audit Committee Meetings 2 Nomination and Remuneration Committee and One Independentdirector's Meeting were convened and held. The details are given in the CorporateGovernance Details. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013. The required particulars of various CommitteeMeetings held during the year are stated in the Corporate Governance Details.
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules. All Independent directors of the companyare registered on IICA Independent Director database.
16. AUDIT COMMITTEE AND VIGIL MECHANISM:
The composition and other particulars of Audit Committee are provided in the CorporateGovernance Details attached herewith. In pursuance of the provisions of section 177(9)& (10) of the Companies Act 2013 a Vigil Mechanism for directors and employees toreport genuine concerns has been established.
17. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the directors have 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 have 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 have prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
18. ANNUAL RETURN:
Extract of Annual Return of Company pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 has been placed atwebsite of the Company with effect from date of Annual General notice dispatch. Weblink ofthe same is as http://WWW.SRDYECHEM.COM/INVESTOR- RELATIONS.ASP.
19. SUBSIDIARIES TOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint venture or Associate Company.
The Company has neither accepted nor renewed any deposits during the year under review.
The Company's Auditors M/s Alok Palod & Company Chartered Accountants areAuditors of the Company; were appointed in last AGM; to hold the office until conclusionof the Annual General Meeting to be held in year 2023.
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed CS Sanjana Jain a Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed herewith as"Annexure".
In pursuant to Section 138 of the Companies Act 2013; the company has appointed M/sLaxman Kumar & Associates Chartered Accountants Bhilwara; as Internal Auditor of theCompany.
22. OBSERVATIONS AND REMARKS OF AUDITOR:
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
23. CORPORATE GOVERNANCE :
Provisions relating to Corporate Governance Report under Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to SMElisted Company. However as a better corporate practice a separate Section on CorporateGovernance has been annexed.
24. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended as Annexure to this Report.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OFPROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place a Sexual harassment Policy in line with the requirements ofthe Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. All women employees (permanent contractual temporary trainees) are coveredunder this policy. No complaints for sexual harassment were received during the year.
26. COST AUDIT:
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit)Rules 2014 cost audit and maintenance of cost records is notapplicable to the Company for the Financial Year 2019-20.
27. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS :
The Company has complied with the provisions of Secretarial Standards (I & II)issued by the Institute of Company Secretaries of India and approved by the CentralGovernment under section 118(10) of the Companies Act 2013.
28. HUMAN RESOURCES:
During the period under review the personal and industrial relations with theemployees remained cordial in all respects. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals. TheCompany recognizes talent and has judiciously followed the principle of rewardingperformance.
Your Directors place on record their sincere thanks to the company's customersemployees bankers investors business associates consultants and various GovernmentAuthorities for their continued support extended to your Companies activities during theyear under review.
Your Directors also acknowledges gratefully the support and confidence reposed by eachand every member of Srdyechem Family.
| ||For and on behalf of the Board of Directors of |
| ||SHANKAR LAL RAMPAL DYE-CHEM LIMITED |
| ||Sd/- |
|PLACE-BHILWARA ||RAMPAL INANI |
|DATE-05/08/2020 ||MANAGING DIRECTOR |