Your directors are pleased to present before you the Forty Eighth Annual Report alongwith the Audited Financial Statements of the Company for the Financial Year ended on 31stMarch 2018.
The Company's fi nancial performance for the year ended March 31 2018 is summarizedbelow:
| || ||Rs. (In millions) |
| || |
For the year ended
| ||31/03/2018 ||31/03/2017 |
|Revenue from operations ||964.53 ||900.85 |
|Profi t before taxation ||276.37 ||271.66 |
|Provisions for taxation ||95.22 ||94.87 |
|Profi t after taxation ||183.32 ||175.37 |
|Earnings Per Share (EPS) (In rupees) ||41.24 ||40.25 |
There were no material changes and commitments affecting the fi nancial position of thecompany which have occurred since the end of the fi nancial year.
The Company endeavours to make dividend payout in such a way so that it results incapital appreciation for shareholders and also that the long term growth objectives of theCompany can be met through internal accruals as and when the need arises. Howeverconsidering the current year as the Golden Jubilee Year your Directors are pleased torecommend an increase in last year's dividend payout by Rs.5/- per equity share as aone-time special occasion.
Accordingly the Directors are recommending for your approval payment of dividend @90% i.e. of Rs. 9/- per equity share of Rs.10/- each fully paid-up for the year ended 31stMarch 2018 aggregating to Rs. 39.53 million. In addition the applicable CorporateDividend Tax and other taxes if any shall also be paid thereon at the time of actualpayment of dividend.
The dividend if approved at the Annual General Meeting would be paid to the eligiblemembers within the stipulated time.
Ms. Shahana Basu shall be retiring by rotation at the forthcoming Annual GeneralMeeting (AGM) and being eligible offers herself for reappointment.
In Compliance with the requirements of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (here-in-after referred to asListing Regulations') brief resume expertise and details of other directorshipsmembership in committees of other companies and shareholding in the Company of Ms.Shahana Basu who is proposed to be re-appointed as Director are as under:
|Name of the Director || |
Ms. Shahana Basu
|DIN ||07137715 |
|Age in years ||49 years |
|Date of initial appointment ||6th February 2016 |
|Expertise in Special Functional Areas ||Legal |
|Qualifi cation ||Graduate in History Honours Social & Political Science Sociology and Law. |
|Directorships held in other companies in India as on 31/03/2018 ||NIL |
|Membership of committees of other companies in which she ||NIL |
|is a Director as on 31/03/2018 || |
|No. of shares held in the Company (Including those held by ||NIL |
|relatives) || |
TRANSFER TO RESERVES
For the year under review Company has added the entire available surplus to thebrought forward balance in "Statement of Profi t and Loss" without making anytransfer to the general reserve.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review the company neither gave any loans or guarantee nor madeany investments in terms of provisions of Section 186 of the Companies Act 2013.
CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the FinancialYear 2017/18.
The Company is in the process of its capacity enhancement by around 30% over next 3years. In the fi rst phase construction of building for installation of the machinery isunderway and the Production is likely to commence in next fi nancial year. This will helpus to improve quality productivity and customer satisfaction in coming years.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no signifi cant material orders passed by the Regulators or Courts orTribunals which would impact the going concern' status of the Company and itsfuture operations. However members' attention is drawn to the details about ContingentLiabilities and Commitments appearing in the Notes forming part of the FinancialStatements.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Details of Internal Financial Controls and its adequacy are included in the ManagementDiscussion and Analysis Report which forms part of this Report.
PARTICULRS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES
As per the provisions of Companies Act 2013 and Regulation 23 of ListingRegulations' the Company has formulated a Policy on Related Party Transaction to ensuretransparency in transactions between the Company and the related parties. The said Policyis available at link of Company Policies' on Investor Corner' page on thecompany's website at http://voith.com/ind-en/Voith-Paper-Fabrics-India-Limited_Investors-Corner.htm During the year under review there were no material transactions asdefi ned under the provisions of Listing Regulations' between the company andrelated parties. All transactions with related parties were carried out in the ordinarycourse of business at arms length basis and details of such transactions are mentioned innotes attached to the fi nancial statements appearing elsewhere in the Annual Report.Further Form AOC-2 containing the necessary disclosure in this regard is attached asAnnexure III and forms an integral part to this report.
The observations of the statutory auditors are self-explanatory and therefore do notcall for any further comments.
A. Statutory Auditors - During the year under review the appointment of M/s B S R& Co. LLP Chartered Accountants (Registration No. 101248W/W-100022) to continue toact as the Statutory Auditors of the Company up to the conclusion of 50thAnnual General Meeting (AGM) was ratifi ed by the members at the 47th AGM. TheBoard recommends for the necessary ratifi cation by members for continuation of theirappointment as Statutory Auditors up to the conclusion of 50th AGM of theCompany at the forthcoming AGM also.
B. Internal Auditors - During the year under review M/s Lodha & Co. CharteredAccountants carried out the internal audit exercise and submitted their report.
C. Secretarial Auditors - During the year under review M/s P.C. Jain & Co.Company Secretaries carried out the Secretarial Audit and submitted their report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Sections 134(3)(c) and 134(5) the Board of Directors to the best of theirknowledge and ability confi rm that:
1. in preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures; 2. the Directorshave selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and are prudent so as to give a true & fair view ofthe state of affairs of the Company at the end of the Financial Year and of the profi tsof the Company for the period; 3. the Directors have taken proper and suffi cient care forthe maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and preventing and detecting fraud andother irregularities; 4. the Directors have prepared the Annual Accounts on a goingconcern' basis; 5. the Directors have laid down internal fi nancial controls to befollowed by the company and that such internal fi nancial controls are adequate andoperating effi ciently; and 6. the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.
The Board confi rms that there exists a structure in the Company to identify assessevaluate and mitigate various types of risks w.r.t. the operations of the Company. In viewof the Board none of the elements of any such risks threaten the existence of theCompany.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of Companies Act 2013 and Regulation 16 of the ListingRegulations'.
The Board of Directors has laid down a Code of Conduct to be followed by all theDirectors and members of Senior Management of your Company. The Board of Directorssupports the principles of Corporate Governance and lays strong emphasis on transparencyaccountability and integrity.
A Report on Corporate Governance along with required Certifi cate from a CompanySecretary in Practice pursuant to requirements of the Listing Regulations has beenincluded in this Report separately. In terms of Regulation 17(8) of the ListingRegulations a Certifi cate of CEO & CFO is also provided to the Board.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Act read along with Rule8 of Companies (Accounts) Rules 2014 is given in Annexure I.
The Company has neither invited nor accepted any deposits from public during the yearunder review. Accordingly there are no unclaimed or unpaid deposits lying with thecompany for the year under review.
PARTICULARS OF EMPLOYEES
Particulars required to be disclosed in pursuance of the provisions of Section 197read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in Annexure II.