VIKRAM THERMO (INDIA) LTD
Your Directors have pleasure in presenting their 26THAnnual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2020.
1. FINANCIAL SUMMERY & HIGHLIGHTS
The Board's Report is prepared based on the stand alone financial statements of thecompany.
(Rs. in Lakhs)
|PARTICULARS ||2019-20 ||2018-19 |
|Revenue from Operations ||5585.05 ||5823.95 |
|Other income ||40.77 ||16.91 |
|Total Income ||5625.83 ||5840.86 |
|Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense ||1222.36 ||912.41 |
|Less: Depreciation ||198.01 ||182.10 |
|Profit/loss before Finance Costs Exceptional items and Tax Expense ||1024.35 ||730.31 |
|Less: Finance Cost ||79.76 ||114.06 |
|Profit/loss before Exceptional items and Tax Expense ||944.59 ||616.25 |
|Less: Exceptional Items ||0 ||0 |
|Profit / (Loss) Before Tax ||944.59 ||616.25 |
|Provision for Tax & Deferred Tax ||220.86 ||173.37 |
|Profit / (Loss) After Tax ||723.73 ||442.88 |
|Other Comprehensive income (net of tax effect) ||8.95 ||10.72 |
|Total Comprehensive income ||714.77 ||453.60 |
|Add : Balance as per last Financial Statement ||3416.25 ||3026.30 |
|Disposable Surplus ||4131.02 ||3479.9 |
|Less : Transfer to General Reserve ||30.00 ||30.00 |
|Dividend Paid (18-19) ||83.73 ||Nil |
|Dividend Paid (17-18) ||Nil ||27.91 |
|Dividend Distribution Tax (18-19) ||17.21 ||Nil |
|Dividend Distribution Tax (17-18) ||Nil ||5.74 |
|Balance carried forward ||4000.08 ||3416.25 |
2. STATE OF AFFAIRS AND REVIEW OF OPERATIONS AND WAY AHEAD
Amidst an uncertain global economic environment and challenging industry dynamicsespecially the later part of the financial year due to sudden outbreak of Covid-19resulted in the disruption of economic activity worldwide. Your company too lost local aswell as overseas business towards close of the financial year. Despite all the challengesthe company has continued to succeed on its growth journey.
The company clocked total revenue of Rs. 5585.06 lacs with a net profit of Rs.723.73lacs during the year under review. This encouraging performance has been supported by ourcommitment to quality and constant focus on product differentiation and innovation. Thecompany shall strive hard to exceed the expectations of all its stake-holders in thecoming years and perform even better.
Your Directors are pleased to recommend payment of Dividend at 15 % on equity shares ofRs. 10/- each amounting to Rs. 1.50 per share on paid up equity capital of the company tothose shareholders whose names appear on the Register of Member on record date. With aview to share the profits of the company with its shareholders directors feel thatrecommendation of dividend is a way of appreciation to them. The dividend payout willresult in total outflow of Rs.9407355/- (Previous Year Rs.10095126/- including DividendDistribution Tax amounting to Rs. 1721271/-).
4. THE AMOUNTS IF ANY WHICH IT PROPOSES TO CARRY TO ANY RESERVES;
The company has transferred Rs. 3000000/- to General Reserves during the financialyear 2019-20.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152(6) of the Companies Act 2013 DR. CHIMANBHAIK.PATEL Whole Time Director of the Company retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himselffor reappointment.
Changes in Director during the Financial Year 2019-20:
|S.N. ||Name of Director ||Designation ||Date ||Change |
|1 ||Mr. Vipulkumar Vitthalbhai Patel ||Independent Director ||15th May 2019 ||Appointment |
|2 ||Mr. Ghanshyambhai Dungarbhai Kewadia * ||Independent Director ||15th May 2019 ||Resignationdue to his pre occupation in other Companies |
*Mr. GhanshyambhaiDungarbhaiKewadia has confirmed that there is no other materialreason of resignation other than those provided.
During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company.
Reappointment of Independent Director of the Company in upcoming AnnualGeneral Meeting:
The present term of appointment of Mr. Shaileshkumar Patel (DIN: 07395238) IndependentDirectors of the Company is going to be expired at the forthcoming Annual General Meeting.The Board has subject to the approval of theMembers in the forthcoming AGM proposed there-appointmentof Mr. Shaileshkumar Patel (DIN: 07395238) Independent Directorforanotherperiod of five years with effect from 29th September 2020:
The Company has received declarations from Mr. Shaileshkumar Patel (DIN: 07395238)Independent Director of the Company confirming that they meet with the criteria ofindependence as prescribed under sub-section 6 of Section 149 of the Companies Act 2013and under Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 and complied with the Code for Independent Directors prescribed inSchedule IV to the Act.
Justification for Reappointment of Independent Directors:
Mr. Shaileshkumar Patel (DIN: 07395238) Independent Director of the Company ishavingvast experience and profound knowledge with respect to workings of the Company. He alsopossess industry specific knowledge and skills which is beneficial for growth of theCompany. The Company can reach higher level of growth in terms of business expansion andturnover under his guidance and leadership.
Reappointment of Whole Time Director of the Company:
The term of appointment of Dr. Chimanbhai K. Patel(*)Wholetime Directors of the Company is going to be expired in the current Financial Year.Accordingly the Board of Directors of the Company in its Board Meeting held on 14thAugust 2020 reappointed him subject to the approval of shareholders in upcomingAnnual General Meeting:
Brief Profile and other relevant Information of Dr. Chimanbhai K. Patel who is going tobe reappointed forms part of this Notice of Annual General Meeting.
(*)Dr. Chimanbhai K. Patel having age of more than 70 years required to bereappointed by way of passing Special Resolution at AGM.
6. MEETINGS OF THE BOARD & COMMITTEE:
During the year(6)SixBoard Meetings and (4) Four Audit Committee Meetings were dulyconvened and held. The following are the dates on which the said Board Meetings held:
|Sr. No. ||Board Meeting ||Audit Committee Meeting |
|1 ||15.05.2019 ||30.05.2019 |
|2 ||30.05.2019 ||13.08.2019 |
|3 ||27.06.2019 ||14.11.2019 |
|4 ||13.08.2019 ||13.02.2020 |
|5 ||14.11.2019 || |
|6 ||13.02.2020 || |
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
7. COMMITEES OF BOARD:
The company has several committees which have been established as a part of bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statues.
The Board has constituted following Committees:
Nomination and Remuneration Committee
Stake holder's Relationship Committee
Corporate Social Responsibility Committee
The details with respect to the compositions powers roles terms of reference etc. ofrelevant committees are given in detail in the Report on Corporate Governance' ofthe company which forms part of this Annual Report.
8. EXTRACT OF ANNUAL RETURN:
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extract of the Annual Return as at March 31 2020forms part of thisDirectors' Report as Annexure: I'
9. STATUTORY AUDITORS &AUDIT REPORT:
Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s. J.T. Shah& Co. CharteredAccountants (firm Registration No.109616W)has been appointed asstatutory auditors in the Annual General Meeting of the company held on 28thSeptember 2018to hold office till the conclusion of the Annual General Meeting of theCompany for the financial year 2021-22. In this regard the Company has received acertificate from the auditors to the effect that if they are appointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013.
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 byMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every AGM. Hence Agenda for the ratification of Statutory auditor of thecompany has not been included in the Notice of AGM.
The Report given by the Auditors on the financial statement of the Company is part ofthis Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report. The Auditors comments on your company's accountsfor year ended March 31 2020 are self explanatory in nature and do not require anyexplanation as per provisions of Section 134(3)(f) (i) of the Companies Act 2013.
10. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2019-20 neither the Statutory Auditor nor the SecretarialAuditor of the Company has reported to the audit committee any instance of fraud committedagainst the Company by its employees or officers under section 143(12) the details ofwhich need to be reported in Board's Report.
11. INTERNAL AUDIT AND FINANCIAL CONTROL:
The Company has appointed M/S. SAMIR M.SHAH & ASSOCIATES Chartered Accountant asInternal Auditor of the Company. The Board has adopted the policies and procedures forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial disclosures. The reports of Internal Audit are reviewed by the AuditCommittee of the Board.
12. COST RECORDS AND COST AUDIT:
Company has maintained necessary Cost Records and which are required to be maintainedby Company Pursuant to Section-148 (1) of the Companies Act 2013 read with Companies(Cost Records and Audit) Rules 2014.
As per the requirement of Section 148(3) and rule 6(2) of the Companies (Cost Recordsand Audit Rules) 2014 the Company is required to appoint cost auditor to conduct the costaudit for the Financial year 2020-21. Accordingly the Board has approved the appointmentof M/S. V. H. Shah & Co. Cost Accountants (Registration No. 100257) and remunerationto be paid to him in the Board Meeting held on 29th June 2020 and said agendafor the ratification of same has been proposed in this AGM.
13. SECRETARIAL AUDIT:
Pursuant to section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the company has appointed M/s. A. SHAH& ASSOCIATES Practicing Company Secretaries to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is enclosed as Annexure II to theBoard's Report. The Board of Directors of the Company has discussed the remarks asmentioned in Secretarial Audit Report at arm's length. The qualification raised by theSecretarial Auditor in its report and the justification of Board of Directors on the sameare as follows:
|SR. QUALIFICATION ||JUSTIFICATION OF BOARD |
|1 The Company has not provided prior intimation of Board meeting in which agenda of recommendation of Dividend is to be considered. ||The Company has already paid penalty of Rs. 11800/- imposed by BSE notice ref no. LIST/COMP/530477/REG. 29(2) /MAY-19/89/2019-20 DATED 11TH JUNE 2019 for the non-compliance. |
| ||The Company has further ensured not to repeat the same in future. |
|2. The company has made delay of 36 days in transferring the amount of Rs. 294517/- to IEPF. ||The Company has clarified that the delay has been occurred due to delay in receipt of data and reconciliation statement from Bank. |
The Board has also undertaken to take care of such qualification and to comply with thesame in future.
14. NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of Nomination and Remuneration / CompensationCommittee framed a policy on directors' appointment and remuneration of Directorsincluding criteria for determining qualification positive attributes independence ofdirectors and remuneration for Directors Key Managerial Personnel and other employees.The policy is annexed to this report as Annexure: III.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
AllRelated Party Transactions those were entered during the financial year were inordinary course of the business of the company and were on arm's length basis. There wereno materially significant related party transactions entered by the Company withPromoters Directors Key Managerial Personnel or other persons which may have a potentialconflict with the interest of the company.
All such Related Party Transactions have been placed before the Audit Committee forapproval.
The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Audit Committee and the Board of Directorshas been uploaded on the website of the Company at www.vikramthermo.comunderinvestors/policy documents/Related Party Transaction Policy.
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to the subsection (1) of section 188 of the Companies Act 2013are disclosed in Form No. AOC-2 Annexure: IV'the same forms part of thisreport pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014.
16. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF
Pursuant to the provisions of Section 125 of Companies Act 2013 the UnclaimedDividend Fixed Deposits and interest thereon which remained unpaid/unclaimed for a periodof 7 years have been transferred by the Company to the Investor Education and ProtectionFund (IEPF) established by the Central Government pursuant to Section 125 of the CompaniesAct 2013. The company has also transferred the unclaimed shares to IEPF account.
17. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and Para C D and E of Schedule V of SEBI (ListingObligation and Disclosure Requirement) Regulation 2015.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
Your Company has not accepted any fixed deposits from the public within the provisionsof Section 73 to 76 of the Companies Act 2013. Hence the disclosures required as perRule 8(5)(v)&(vi) of the Companies (Accounts) Rules 2014 read with Section 73 to 76of the Companies Act 2013 are not applicable to your Company.
19. CORPORATE GOVERNANCE:
The Company believes that good Corporate Governance is a continuous process and it isour continuous endeavor to achieve good governance by way of a conscious andconscientious effort whereby ensuring the truth transparency accountability andresponsibility in all our dealings with all our stakeholders.
A separate section on Corporate Governance Standards followed by your Company asstipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Reporton Corporate Governance also contains certain disclosures required under Companies Act2013.
A Certificate from M/S. A. SHAH & ASSOCIATES. Practicing CompanySecretaries conforming compliance to the conditions of Corporate Governance as stipulatedunder Regulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule Vof SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 is annexed to this Report.
The Company has already established a Group Gratuity Fund for the benefit of theemployees of the company. The Group policy has been taken with Life Insurance Corporationof India (Pension and Gratuity Fund Scheme). During the year contribution amounting toRs.1563076/-was made towards this fund. (Previous year Rs. 2454575/-).
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
In terms of provisions of Section 134(3)(g)of the Companies Act 2013 the Particularsof Loans Guarantees or Investments under Section 186 is annexed hereto as Annexure:V' and forms part of this Report.
22. PARTICULARS OF EMPLOYEES REMUNERATION:
A. The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as Annexure: VI' tothe Directors' Report.
B. The statement containing particulars of employees as required under Section 197(12)of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not provided as no employee is paidremuneration of Rs. 8.5 Lac Per month and Rs. 1.02 Cr. Per Annum if employed for the wholeyear.
23. FOREIGN EXCHANGE EARNINGS / OUTGO:
Particulars regarding the foreign exchange earnings and outgo during the year 2019-20is as Annexed hereto as
"ANNEXURE VII". 24. VIGIL MECHANISM:
Pursuant to the provisions of section 177 (9) & (10) of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.vikramthermo.com under investors / policy documents / Vigil Mechanism Policy link.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the company which has been approved by the Board.
The CSR Policy can be accessed from the investors section on the company's website atthe link http:// www.vikramthermo.com. This being the Sixthyear of implementation of theCSR Policy The company is pleased to inform the members that an amount ofRs.1500000/-towards its CSR obligation for 2019-20 has been spent which is over andabove the requirement as specified by the Government and it is committed to further spendappropriate amount towards its obligation of the current financial year during 2020-21 aswell.The Report on CSR activity is annexed as Annexure VIII.
26. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
(a) Conservation of energy:
|(i) the steps taken or impact on conservation of energy ||The company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum savings of energy is achieved. |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||No alternate source of energy is available at present. However the company is exploring various alternatives in this direction. |
|(iii) the capital investment on energy conservation equipment's ||No specific investment has been made in energy conservation areas. |
As the impact of measures taken for conservation and optimum utilization of energy arenot quantitative its impact on cost cannot be stated accurately.
(b) Technology absorption:
|(i) the efforts made towards technology absorption ||N.A |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||N.A |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) ||N.A |
|(a) the details of technology imported ||N.A |
|(b) the year of import; ||N.A |
|(c) whether the technology been fully absorbed ||N.A |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof ||N.A |
|(iv) the expenditure incurred on Research and Development ||Capital expenditure Nil |
| ||Revenue expenditure 792659 |
| ||Total 792659 |
| ||R&D expenditure as & of total revenue 0.14% |
The efforts are being made for energy conservation to new and innovative means.Further the Company did not have any imported technology during the financial year.
27. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:
1. Disclosure under Section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the company has setup the Internal complaintscommittee and the said committee has framed policy for prevention of sexual harassment atwork place in accordance with the section 22 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. However during the year nocomplaints were received by the Internal Complaints committee for sexual harassment fromany of the women employees of the company.
28. HUMAN RESOURCES DEVELOPMENT:
Your Company treats its "Human Resources" as one of its most significantassets. The Company continues its focus on retention through employee engagementinitiatives and provides a holistic environment where employees get opportunities torealize their potential. A number of programs that provide focused people attention arecurrently underway. Your Company's thrust is on the promotion of talent internally throughjob rotation and job enlargement. The Company's Health and Safety Policy commits toprovide a healthy and safe work environment to all employees.
29. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company during the year underreview.
30. MANAGEMENT DISCUSSION AND ANALYSIS:
As per corporate governance norms a separate section on Management Discussion andAnalysis outlining the business of the Company is set out in Annexure forming part of thisReport.
31. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:
No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operation in future.
32. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:
The Company has increased the Authorised Share Capital of the company to Rs.70000000/- divided into 7000000 equity shares of Rs. 10/- each on 14th June2019 through Postal Ballot resolution.
The Company has altered the MOA and AOA of the Company and adopted new set ofMemorandum of Association and Articles of Association as per Companies Act 2013.
The Company has issued and allotted 689000 equity shares of Rs. 10/- each at aprice of Rs. 80/- to the promoters on Preferential allotment basis. The details ofutilization of funds raised through preferential allotment as specified under Regulation32(7) of SEBI(Listing Obligation & Disclosure Requirement) Regulations 2015 forms thepart of Corporate Governance Report of this Annual Report.
The Company has also received listing approval form BSE for such allotment as on08th July 2019 vide letter Ref. no. DCS/PREF/BA/FIP/188/2019-20.
The Company has also received trading Approval from BSE for such allotment as on31ST July 2019 vide letter Ref. no. DCS/PREF/TP/BA/9249/2019-20
33. SIGNIFICANT OR MATERIAL EVENTS OCCURING AFTER THE BALANCE SHEET DATE:
No Event has occurred after the balance sheet date that representing the materialchanges and commitment that affecting the Financial position of the company.
34. STATEMENT OF DIRECTORS' RESPONSIBILITY:
Pursuant to requirement under Section 134(3)(c) and Section 134(5) of the CompaniesAct 2013 (Act) Directors confirm that:
(a) in the preparation of the annual accounts for the year ended on 31stMarch 2020 the applicable accounting standards read with requirement set out underSchedule III to the Act have been followed and there are no material departures from thesame;
(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 as at March 31 2020 and of the profit ofthe company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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 are operatingeffectively and;
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to place on record their gratitude and sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review.
Your Directors would like to express a profound sense of appreciation for thecommitment shown by the employees in supporting the Company in its continued robustperformance on all fronts.
|PLACE : AHMEDABAD ||BY THE ORDER OF THE BOARD OF DIRECTORS |
|DATE : 14/08/2020 ||FOR VIKRAM THERMO (INDIA) LIMITED |
| ||DR. C. K. PATEL |
| ||CHAIRMAN & WTD |
| ||(DIN:00044241) |