1.00 The Board hereby presents its Report for the year ended 31st March2020.
2.00 FINANCIAL RESULTS AND HIGHLIGHTS:
2.01 The financial results of the Company are given below:
(Rupees in Lakhs)
|Particulars ||As at 31.03.2020 ||As at 31.03.2019 |
|I. ASSETS: || || |
|Fixed Assets ||35.22 ||35.45 |
|Other Non-current Assets ||3975.98 ||3755.72 |
|Current Assets ||3245.79 ||2711.28 |
|Total ||7256.99 ||6502.45 |
|II. EQUITY AND LIABILITIES: || || |
|Shareholders' Funds ||6563.64 ||6027.82 |
|Non-current Liabilities ||17.44 ||16.20 |
|Current Liabilities ||675.91 ||458.43 |
|Total ||7256.99 ||6502.45 |
| ||For the year ended ||For the year ended |
| ||31.03.2020 ||31.03.2019 |
|III. Revenue from Operations ||5111.92 ||6625.08 |
|Other Income ||1294.26 ||284.94 |
|Total Revenue ||6406.18 ||6910.02 |
|IV. Total Expenses ||5004.86 ||6490.44 |
|V. Profit before Tax (III-IV) ||1401.32 ||419.58 |
|VI. Tax Expenses including deferred tax ||66.75 ||69.39 |
|VII. Profit/(Loss) after Tax (V-VI) ||1334.57 ||350.19 |
|VIII. Other Comprehensive Income/ (Expense) ||(2.09) ||(0.11) |
|IX. Total Comprehensive Income for the year ||1332.48 ||350.08 |
|(VII+VIII) || || |
|X. Dividend including Tax paid during the year ||796.67 ||111.17 |
|XI. Balance carried to Profit & Loss Account ||535.82 ||238.91 |
|XII. Basic/Diluted earning per Share of Rs. 100/- each ||434 ||114 |
|(Figures in Rupees) || || |
3.01 In the month of March 2020 the Company declared an Interim Dividend of Rs. 175/-per equity share of Rs 100/- each for the financial year ended March 31 2020 which hasbeen disbursed. Total outflow was Rs.648.45 lakhs (including Dividend Distribution Tax).
3.02 The Board decided not to recommend final dividend in order to conserve resources.
4.00 STATE OF COMPANY AFFAIRS AND OPERATIONS INCLUDING MANAGEMENT DISCUSSION &ANALYSIS:
4.01 The revenue from Operations during the year was Rs. 5111.92 lakhs as against Rs.6625.08 lakhs in the preceding year. Profit before tax was Rs. 1401.32 lakhs as againstRs. 419.58 lakhs in the preceding year. This was owing to higher dividend income receivedfrom our Associate Company i.e. Isgec Heavy Engineering Limited.
4.02 In general it was a difficult year for our trading operations. Demand remainedsuppressed for the greater part of the year. There was severe competition in most areas ofour operation due to the declining demand for various products.
4.03 On a positive note our business performance of pesticides lubricants and fuelsduring the year was satisfactory.
4.04 The Company continued with efforts to enlarge its area of operation increase themarket share and identify new product lines for trading.
4.05 We continued to retain our focus on safety quality and customer service.
4.06 Towards the end of the year business operations and revenues were badly hit owingto the spread of the Covid 19 pandemic leading to the shutdown of our Head Office &Branches wef 24 March 2020. The operations have slowly resumed from early May 2020 basedon Government directives and with compliance of social distancing and other health andsafety measures. The disastrous impact of the virus on the Indian economy; as well as thelasting damage to the trade and industry is likely to be felt during the current year. Wecontinue to monitor the situation.
4.07 Apart from this threat our trading operations are also likely to be adverselyimpacted by declining growth in several sectors leading to falling demand severecompetition and low margins.
4.08 In compliance with SEBI (Listing Obligations & Disclosure Requirements)(Amendment) Regulations 2018 details of significant changes in key financial Ratio aregiven in Annexure-1.
5.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF ISGEC HEAVY ENGINEERINGLIMITED (ASSOCIATE COMPANY):
5.01 The turnover of the Associate Company has been higher during the year owing to therecord level of orders at the start of the year. This resulted in strong growth inturnover and an increase in profit.
5.02 However the turnover and profit got affected due to the nationwide lockdownstarting in middle of March 2020 because of which all the Manufacturing Plants andOffices of the Company and Project Sites were closed. Consequently a lot of billing ofthe last part of the year could not be completed.
5.03 After the lifting of lockdown all the factories are working at full capacity. Allthe project sites are also operational however labour availability is around 60% and itwill take a few months for operations to reach pre-covid levels.
5.04 The Associate Company has made various efforts to save costs and increaseproductivity. These include standardization of components automation in engineeringvalue engineering and review of designs and simplification of work.
5.05 The Associate Company continued to diversify its Product range to take projects ofIndustrial Waste Water Treatment & Recycling and Civil Infrastructure and securedorders.
5.06 Investment by Private Sector was low during the year. However due to infra pusha number of projects came from the Public Sector. Accordingly customer base of theDivision shifted from the Private Sector to the Public Sector. In view of Covid-19 thistrend is likely to grow further.
5.07 The order book at the start of FY 2021 is satisfactory. However the impact ofCovid-19 on the economy and booking of fresh orders has to be seen.
5.08 The Associate Company was in arbitration with a customer Cavite Bio fuel ProducersInc. (CBPI) for which it was executing a contract to design construct commission anddeliver a bio-refinery project in the Philippines. In settlement of the dispute itacquired CBPI.
5.09 The Associate Company incorporated a Wholly Owned Subsidiary Isgec InvestmentsPte. Ltd. Singapore for the purpose of acquiring CBPI along with its holding companiesat a nominal consideration of USD100.
6.00 CONSOLIDATED FINANCIAL STATEMENTS:
6.01 As required under Section 129(3) of the Companies Act 2013 the Company hasprepared consolidated financial statements in respect to the Company and its AssociateCompany-Isgec Heavy Engineering Limited.
6.02 Further as required under Rule 5 of the Companies (Accounts) Rules 2014 astatement in Form AOC-1 containing salient features of the financial statement ofAssociate Company is annexed to the consolidated financial statements.
7.00 INDEPENDENT DIRECTORS:
7.01 All the Independent Directors have furnished declarations that each of them meetsthe criteria of Independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013.
8.00 POLICY ON DIRECTORS' APPOINTMENT/ REMUNERATION OF DIRECTORS/KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:
8.01 The Nomination and Remuneration Committee shall formulate the criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the key managerialpersonnel and other employees. While formulating the policy the Committee will ensurethat:
i) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;
ii) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
iii) remuneration to directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the company and its goals.
8.02 The Nomination and Remuneration Committee policy is available on the website ofthe Company www.yamunasyndicate.com
9.00 COMPOSITION OF AUDIT COMMITTEE:
9.01 The composition of Audit Committee is as below:-
|Name of Committee Member ||Position |
|1. Mrs. Reva Khanna (DIN: 00413270) ||Chairman |
|2. Mr. Kapil Bhalla (DIN: 00758498) ||Member |
|3. Mr. Aditya Puri (DIN : 00052534) ||Member |
9.02 There is no recommendation by the Audit Committee which has not been accepted bythe Board.
10.00 VIGIL MECHANISM:
10.01 The Company has established a Vigil Mechanism for Directors and Employees inaccordance with Sub-section (9) and (10) of Section 177 of the Companies Act 2013.Details of Vigil Mechanism are given in the Corporate Governance Report. The VigilMechanism has been disclosed on the website of the Company.
11.00 EXPLANATION OR COMMENTS ON QUALIFICATION ETC. BY AUDITORS AND COMPANY SECRETARYIN PRACTICE:
11.01 There is no qualification reservation or adverse remark or disclaimer made bythe Statutory Auditors in the Auditors' Report or by the Company Secretary in Practice inSecretarial Audit Report needing explanation or comments by the Board.
11.02 The Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company in the year under review.
12.00 ANNUAL EVALUATION BY THE BOARD:
12.01 On the recommendation of the Nomination and Remuneration Committee the Board hasfinalized a policy specifying manner for effective evaluation of performance of the entireBoard Committees Independent Directors and Individual Directors. Such Policy isavailable on the website of the Company.
12.02 The method of evaluation as per the Evaluation Process is to be done byinternal assessment through a detailed questionnaire to be completed by individualdirectors.
12.03 In accordance with the Companies Act and the Listing Requirements the evaluationis done once in a year after close of the year and before the Annual General Meeting.
13.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
13.01 Five Board Meetings were held during the year ended 31st March 2020.
14.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013:
14.01 Disclosures regarding remuneration as required under Section 197(12) of theCompanies Act 2013 are annexed as Annexure- 2.
15.00 CORPORATE SOCIAL RESPONSIBILITY:
15.01 Pursuant to Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility) Rules 2014 the Company is not required to spend onactivities under Corporate Social Responsibility. Therefore the Company has notconstituted Corporate Social Responsibility Committee of the Board of Directors.
16.00 MAINTENANCE OF COST RECORDS:
16.01 Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 the provision of maintenance of cost records is notapplicable to the Company as the Company is engaged in trading activity only.
17.00 PARTICULARS OF DISCLOSURES UNDER SECTION 134(3) (m) OF THE COMPANIES ACT 2013:
17.01 The particulars as required under the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respectof conservation of energy and technology absorption are annexed as Annexure- 3.
18.00 ANNUAL RETURN:
18.01 The Annual Return is available on the website of the Company www.yamunasyndicate.com
19.00 DETAILS OF DIRECTORS APPOINTED/RESIGNED DURING THE YEAR:
19.01 Mr. Ashvani Madan (DIN : 00337110) was appointed as an Additional IndependentDirector on 10th August 2019 but he could not continue his directorship andtendered his resignation on 27th November 2019. He confirmed in hisresignation letter that there is no material reason for his resignation.
19.02 Mr. Kapil Bhalla (DIN: 00758498) was appointed as an Additional IndependentDirector on the Board as on 14th November 2019. Mr. Kapil Bhalla has over 40years comprehensive experience in managing organizations finance and havingspecialization in dealing with investors and consumers and in advising companies forcapital raising strategies and business planning. In the opinion of the Board he is aperson of integrity and possesses relevant expertise and experience and that hisassociation would be of immense benefit to the Company.
20.00 DIRECTORS' RESPONSIBILITY STATEMENT:
20.01 Your Directors hereby confirm that:
(a) In the preparation of the Annual Accounts for the financial year ended March 312020 the applicable Accounting Standards have been followed and there are no materialdepartures;
(b) The Directors have selected such accounting policies with the concurrence of theStatutory Auditors and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for thefinancial year;
(c) The Directors have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013. They confirm that there are adequate systems andcontrols for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
(d) The Directors have prepared the Annual Accounts on a going concern basis;
(e) The Directors have laid down internal financial controls to be followed by theCompany and these financial controls are adequate and are operating effectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
21.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:
21.01 There is no significant and material order passed by the regulators courts ortribunals impacting the going concern status and company's operations in future.
22.00 RISK MANAGEMENT POLICY:
22.01 The Board has developed and implemented a Risk Management Policy for the Companyincluding for identifying elements of risk which in the opinion of the Board maythreaten the existence of the Company. In terms of the Policy the operating managementbefore accepting any order reviews its conditions including payment terms and all stepsare taken to mitigate risks.
22.02 The Company also takes adequate insurance to protect its assets.
23.00 PARTICULARS OF LOANS/GUARANTEES/INVESTMENTS:
23.01 Particulars of Investment made Loans given and/or Guarantee/Security providedunder Section 186 of the Companies Act 2013 as at 31st March 2020 are asunder:-
|Particulars ||Face Value per share ||No. of Shares || ||Value (Rs. in Lakhs) |
|1. Investment in Equity Shares : ||Re 1/- ||As at 01.04.2019 ||32965260 ||3739.93 |
|Isgec Heavy Engineering Ltd. || ||Investment during the year ||87207 ||218.09 |
| || ||As at 31.03.2020 ||33052467 ||3958.02 |
|2. Loan/Guarantee/Sec urity || || ||Nil ||Nil |
24.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
24.01 The Company has formulated a Policy on Materiality of Related Party transactionsand also on dealing with Related Party transactions as required under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Policy on Related Partytransactions has been disclosed on the website of the Company.
24.02 All contracts arrangements and transactions entered by the Company during thefinancial year with related parties were in its ordinary course of business and were onarm's length basis.
24.03 The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 are given in the prescribed Form AOC-2 annexedas Annexure-4.
25.00 PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:
25.01 The Company has in place a Policy of Prevention on Sexual Harassment in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. The Company has received no complaint during the year in thisregard.
26.00 REPORT ON CORPORATE GOVERNANCE:
26.01 Report on Corporate Governance for the year under review as stipulated under theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 is annexed asAnnexure- 5.
27.00 SECRETARIAL AUDIT REPORT:
27.01 The Board of Directors of the Company has appointed M/s. Rajinder Kumar Bhalla& Associates Company Secretaries to conduct the Secretarial Audit.
27.02 Pursuant to Section 204 of the Companies Act 2013 a Secretarial Audit Reportgiven by Mr. Rajinder Kumar Bhalla of M/s. Rajinder Kumar Bhalla & AssociatesCompanies Secretaries is annexed as Annexure-6.
28.00 SECRETARIAL STANDARDS:
28.01 The Company complies with all applicable Secretarial Standards.
29.00 INTERNAL FINANCIAL CONTROLS:
29.01 The Company has adequate internal financial controls with reference to financialstatements and these are working effectively.
30.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYAFTER THE CLOSE OF THE YEAR:
30.01 There have been no material changes and commitments if any affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.
31.01 The Board wishes to express its appreciation to all the employees of the Companyfor their contribution to the operations of the Company during the year.
32.00 INDUSTRIAL RELATIONS:
32.01 Industrial relations remained peaceful.
33.01 Your Directors take this opportunity to thank the Banks Government AuthoritiesRegulatory Authorities and the Shareholders for their continued co-operation and supportto the Company.
34.00 With these remarks we present the Accounts for the year ended 31st March2020.
| ||By Order of the Board |
|Place : New Delhi ||(Aditya Puri) ||(Reva Khanna) |
|Dated : 27.06.2020 ||Director ||Director |
| ||DIN : 00052534 ||DIN : 00413270 |
|Encl.: Annexure-1 to Annexure-6. || || |