Fluidomat Ltd Directors Report.


The members

Fluidomat Limited

Your Directors have pleasure in presenting 44th Annual Report on the business and operations of the Company along with the standalone & Consolidated audited financial statements for the financial year ended March 31, 2020.


Financial performance of the Company is summarized in the table below:-

Rs. In Lakhs)

Particulars Standalone Consolidated
Year ended on Year ended on
31.03.2020 31.03.2019 31.03.2020 31.03.2019
Revenue from Operations 2549.09 2677.46 2549.09 2677.46
Other Income 167.91 112.03 167.66 112.03
Total Income 2717.00 2789.49 2716.75 2789.49
Total Expenditure except Interest and Depreciation 2222.82 2386.40 2223.77 2386.40
Profit before Interest, Depreciation & Tax (EBIDTA) 494.18 403.09 492.98 403.09
Less: Interest 0.70 0.10 0.70 0.10
Less: Depreciation 66.01 69.79 66.01 69.79
Profit before Tax 427.47 333.20 426.27 333.20
Less: (a) Current Tax 124.24 89.03 124.24 89.03
(b) Deferred Tax (17.02) 5.14 (17.02) 5.14
Profit for the year 320.25 239.03 319.05 239.03
Other Comprehensive Income/(Loss) (21.17) (1.59) (21.17) (1.59)
Total Comprehensive Income for the year 299.08 237.44 297.88 237.44
Reserves & Surplus 2786.16 2739.51 2784.96 2739.51
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) 6.07 4.82 6.05 4.82
Paid up Equity Share Capital 492.70 492.70 492.70 492.70


During the financial year 2019-20, the Company has posted a total revenue from operations of Rs. 2717.00 lakhs as against Rs. 2789.49 lakhs in the previous financial year 2018-19 representing decrease in total revenue of 2.60%.

The business was impacted in the last quarter of the financial year due to Covid-19 and the consequent lockdown imposed w.e.f. 23.03.2020 which led to loss of sales in March 2020.

Company has booked the orders of Rs.3194.87 lakhs during the current financial year as against the order booking of Rs. 2905.71 lakhs in the previous financial year which is higher by 9.95%.

During the year ended on March 31, 2020 the Earnings before Interest, Depreciation and Tax (EBIDTA) has been increased to Rs. 494.18 lakhs as against the EBIDTA of Rs. 403.09 lakhs in the corresponding previous financial year.

The Net Profit of the Company for the financial year 2019-20has been increased to Rs. 299.08 lakhs as compared to Rs. 237.44 lakhs during the previous financial year.Earning per share (EPS) for the year increased to Rs. 6.07 as compared to EPS of Rs. 4.82 in previous financial year.

Increase in Profit was mainly contributed by increase in bank interest of Rs. 122.26 lakhs received on Fixed Deposits during the current financial year as against Rs. 106.13 lakhs received in previous financial year, recovery of bad debts of Rs. 26.25 lakhs in the current financial year, bad debts were written off of Rs. 60.90 lakhs in the previous financial year as against current financial year bad debts amount of Rs. 6.93 lakhs.


During the year under review, your company has incorporated a wholly owned foreign subsidiary in the name of Fluidomat UK Pvt. Ltd. on 26th June, 2019 and the said subsidiary is yet to commence commercial operations, therefore there is no change in the earning as such. However the subsidiary company has incurred expenses of Rs. 1.20 Lakhs which has impact on the EBIDT and other concerned financial figures as show in the aforesaid table.

Covid-19 Impact:

The operations of the Company were completely suspended w.e.f. 23rd March, 2020 as per the directives of Government due to Covid-19 pandemic and now resumed in a phased manner w.e.f. 10th May, 2020 taking into account directives from the Government. As a result of lockdown the volume for the month of March, 2020 have been affected and consequently, the performance for the Month of March, 2020 and the current quarter has also been partially affected. The Company has evaluated the impact of this pandemic in its business operations, liquidity and financial position and based on management review of current indicators and economic conditions, there is no material impact on its financial results as at 31st March, 2020. The impact assessment of Covid-19 is a continuing process given the uncertainties associated with its nature and duration accordingly the impact may be different from that estimated as at the date of approval of these financial results. The company will continue to monitor any martial changes to future economic conditions.


The Company has paid an interim dividend of Rs. 2.25 per equity share of Rs. 10/- each fully paid up (being 22.50%) on 06.03.2020. The Board has not recommended any final dividend for the financial year 2019-20 and the interim dividend already declared and paid will be considered as the Dividend for the financial year 2019-20. (Previous year Rs. 2.00 (20%) per equity share of Rs. 10/- each). The dividend absorbed Rs.133.64 Lakhs including Dividend Distribution Tax of Rs. 22.79 Lakhs.


During the year, your company has voluntarily transferred Rs 100.00 Lakhs(Previous year Rs. 100.00 Lakhs) to General Reserve.


The paid up Equity Share Capital of the Company as on 31st March, 2020 was Rs. 492.70 Lakhs divided into 49.27 Lakhs equity shares of Rs. 10/- each. There is no change in Equity share Capital of the Company during the year. Your company does not hold any instruments convertible into the equity shares of the Company.


There is no change in control and nature of business activities during the period under review.


There is no transfer of business during the period under review.


The Company is having adequate Key Managerial Personnels as per requirements of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015. There is no change in the key managerial personnels during the year under review. However, at the Annual General Meeting (AGM) held on September 26, 2019 the Members had re-appointed Mrs. Radhica Sharma as the Whole Time Director designated as Deputy Managing Director (DIN 06811597)w.e.f. 10th February, 2020for a further term of Five years.

Declaration for Independency of Independent Directors

The Company have received necessary declaration from all the independent directors as required under section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013.In the Opinion of the Board, all the independent directors fulfills the criteria of the independency as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered themselves with Independent Directors Databank.

The members of the Company in their 42nd Annual General Meeting held on 26th September, 2018 has re-appointed all Independent Directors of the Company for a second term of five consecutive years w.e.f. 1st April, 2019 not liable to retire.

Directors liable to retire by rotation seeking re-appointment:

Shri Kunal Jain, (DIN 01475424), the Executive director is liable to retire by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment. Your directors recommend to pass necessary resolution as proposed in the Item No. 3 of the Notice.


A. Number of meetings of the Board:

Total Four (4) meetings of the Board were held during the year. The intervening gap between any two meetings was not exceeding 120 days as prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. For further details of the meetings, please refer the Corporate Governance Report which forms part of this report.

B. Policy on Directors appointment and remuneration:

The Board has, on the recommendation of the nomination and remuneration committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors,

KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at Link:-http://www.fluidomat.com. The details of the same are also covered in Corporate Governance Report forming part of this annual report.)

C.Board Evaluation:

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The Nomination & Remuneration Committee and the Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board & Nomination & Remuneration Committee and feedback was given to Directors.


In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Five(5) committees as on 31.03.2020: (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders Relationship Committee

(d) Corporate Social Responsibility Committee (CSR) (e) Corporate Compliance Committee

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.


In terms of Section 134(3)(c) of the Companies Act, 2013, your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects; a) In the preparation of the annual financial statementsfor the year ended March 31, 2020, the applicable accounting standards have been followed; b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to givea true and fair view of the state of affairs of the companyas at March 31, 2020 and of the profit of the company for the year ended on that date; c) Proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The annual financial statements have been prepared on a going concern basis; e) Proper internal financial controls were in place and the financial controls were adequate and operatingeffectively; and f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.


In terms of the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. C.P. Rawka & Co., Chartered Accountants, (Firm RegistrationNo. 000518C) was appointed as the statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the 41st Annual General Meeting upto the conclusion of the Annual General Meeting of the Company to be held in calendar year 2022.

The Standalone & Consolidated Auditors Report and the Notes on financial statement for the year 2019-20 referred to in the

Auditors Report are self-explanatory and does not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

B. Cost Auditors and Records:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended time to time, the provision regarding Cost Audit and maintenance of Cost Records is not applicable to Company during the year 2019-20.

C. Secretarial Auditors:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has re-appointed M/s D.K.Jain& Co., Company Secretaries to undertake the Secretarial Audit of the Company for the year 2019-20. The Secretarial Auditors in their report for the year 2019-20 has made certain observations which has been replied by the Management of the company. The Report of the Secretarial Audit for the year 2019-20 in the Form MR-3 is annexed herewith as "Annexure-1".

Observations of the Secretarial Auditors:

a) The Company has un-expended amount of Rs.9,88,764 towards the CSR activities as at 31stMarch, 2020 as required to be expended under section 135 of the Companies Act, 2013. Further that the Company has not considered any requirement for expending towards CSR for the year 2019-20 in view of the net profits fall below the threshold limit of Rs. 5.00 Crores as per amendment in the section 135 w.e.f. 19thSept., 2018.

b) There are 2 (Two) Charges for Charge ID No. 90205616 and 90204976 reflecting in the Index of Charges at the portal of MCA.However, the loan amount was repaid and satisfied long back but no evidence for the filing of Forms for satisfaction were produced before us.

Management Reply:

a) During the financial year Company has spent Rs. 10,72,000 out of Rs. 20,60,764 (previous years accumulated balances), Committee could not identify any suitable Implementing Agency for this purpose and required more time to meet other Implementing Agency to achieve its CSR objectives. Company will endeavor to spend the complete amount on CSR activities in accordance with the statutory requirements

b) The company is trying to get the charge satisfied, however the company could not find whereabout the charge holders, therefore the filing of Form CHG-4 with the digital signature of the charge holder could not be uploaded, however the management trying to find suitable way to file the same and comply with the requirement of law.

D. Disclosure of frauds against the Company:

There were no instances for other than reportable fraud to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2019-20.


The Company has not entered into any material contracts, with the related parties during the year 2019-20 and other contracts or arrangements wherein the ordinary course of business on armslength basis, which were approved by the Audit Committee and the Board from time to time. Therefore, there is no particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 which needs to disclose in the prescribed form AOC-2 and may be treated as not applicable. However, the related party transactions as covered under Indian Accounting Standards (Ind AS 24) have been disclosed in the Note of the financial statements for the year under review.


There are no significant material orders passed by the Regulators/Courts of law which would have impact on the going concern status of the Company and its future operations.


Company is having one Wholly Owned Subsidiary incorporated in UK. Therefore company is presenting Consolidated Financial Statement for the year 2019-20.

Pursuant to section 136 of the Companies Act, 2013 the Standalone financial statements and consolidated financial statements along with relevant documents and separate unaudited accounts of Fluidomat UK Private Limited are available on the website (www.fluidomat.com) of the company


Your company have one Wholly Owned Subsidiary (WOS) incorporated in UK in the name and style ofFluidomat UK Private Limited on 26th June, 2019. There was no associate company or/and joint venture within the meaning of Section 2(6) of the Companies Act, 2013.

The WOS is yet to commence the commercial activities. However, pursuant to Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is annexed herewith as "Annexure-2".


Your Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31stMarch, 2020. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

Particulars Amt in Rs.
1 Details of Deposits accepted during the year Nil
2 Deposits remaining unpaid or unclaimed at the end of the year Nil
3 Default in repayment of deposits
At the beginning of the year
Maximum during the year
At the end of the year N.A.
4 Deposits not in compliance with law N.A.
5 NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed N.A.

Further, your company has filed form DPT-3 for the Annual compliance as at 31st March, 2020 for the amount received by the company which is not considered as deposit under the purview of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) rules, 2014 as amended form time to time.


The Board of Directors has devised systems, policies and procedures / frame works, which are currently operational with in the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companys policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are reviewed at regular intervals.

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Companys internal financial controls during the year that have materially affected, or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention oro verriding of the controls and procedures.


The outbreak of the novel coronavirus pandemic (Covid-19) is causing significant discrepancies in economic activities, the impact of which has been discussed in Review of Operations and the Management Discussion and Analysis report which forms part of this Annual Report.

Except the above no material changes and commitments affecting the financial position of the Company occurred during the Financial Year to which this financial statements relate and the date of report.


The Company has not provided any loans and guarantees pursuant to section 186 of the Companies Act, 2013. However, The Company has made investment in the share capital of foreign WOS for Rs. 16.54 Lakhs as well as given advance against salary or otherwise to the employees of the Company as per the Companys policy. Details of the existing investment is provided in the

Financial Statement and hence, not reproduced here.


The Extract of the Annual Return in form MGT-9 for the year ended 31stMarch, 2020 is annexed herewith as "Annexure-3". Copy of Form MGT-9 is also hosted on www.fluidomat.com.


Your Company is not required to make any new budget for CSR expenses for the year 2019-20, because the company is not falling under the eligibility criteria under section 135 of the Act read with Companies (CSR Policy) Rules, 2014 as amended from time to time.

However, the company is required to spend remaining balance amount of previous years of Rs. 20.61 Lakhs out of which the company has spent Rs. 10.72 Lakhs towards CSR activities as specified in Schedule VII of the Act in the current year and the remaining balance of Rs. 9.89 Lakhs will be spent by the company in subsequent financial years.

Report on CSRas per Rule 8 of the Companies (CSR Policy) Rules, 2014 is enclosed as "Annexure-4" of this Report.


Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance and a certificate obtained from Auditors of the Company and Practicing Company Secretary related Dis-qualification of Directors form part of Corporate Governance Report.


The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-5".


The Company has framed ‘Anti–Sexual Harassment Policy at workplace and has constituted Internal Complaints Committee

(ICC) as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. No complaints with allegations of sexual harassment were reported during the year under review.


The company is not required to have risk management Committee, therefore the said committee was dissolved. However, the Audit Committee will frame, implement and monitor the risk management plan for the Company.


Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the SEBI (LODR) Regulation, 2015 for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization onraising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.The Vigil Mechanism/Whistle Blower Policy of the

Company can be accessed on the Companys website at the link:(http://www.fluidomat.com) and the same is being attached with this Report as "Annexure-6".

All the employees have the right/option toreport their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by thedesignated officer under the Vigil Mechanism.


The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment & remuneration of Management Personnel) Rules, 2014 as amended are given below:

A. Ratio of the remuneration of each director to the median employees remuneration and the percentage increase in remuneration of each Director & Key Managerial Personnel:

Name Designation Remuneration for the year 2019-20 (Rs.) Remuneration for the year 2018-19 (Rs.) Increase In Remuneration (Rs.) Percentage of Increase In Remuneration Ratio Between Directors Remuneration and Median Employee Remuneration
1 Shri Ashok Jain CMD 5084651 4486708 597943 13.33% 17.06
2 Shri Kunal Jain WTD 4377525 3880281 497244 12.81% 16.16
3 Radhica Sharma WTD 3372518 2958693 413828 13.99% 12.60
4 *Shri Khushal Chandra Jain Independent Director Nil Nil NA NA NA
5 *CA Mahendra Kumar Shah Independent Director Nil Nil NA NA NA
6 *Shri Praful R Turakhia Independent Director Nil Nil NA NA NA
7 Mrs. Monica Jain CFO 1261686 1185264 76422 6.45% 5.01
8 CS Devendra CS 607978 493483 114495 23.20% 2.50
Kumar Sahu

*Shri Khushal Chandra Jain, CA Mahendra Kumar Shah and Shri Praful R. Turakhia Independent Directors were paid sitting fees for attending the Meetings of the Board.

B. The percentage increase in the Median remuneration of employees in the financial year:10%. C. The number of permanent employees on the Roll of the Company as on 31stMarch, 2020: 191.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Based on Remuneration Policy of the Company, salary of the employees was increased at 10% and managerial remuneration was increased at 13.38% this is based on Remuneration Policy of the Company that rewards peoplebased on their contribution to the success of the company and also ensures that external market competitiveness and internal relativities are taken care of.

E. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company:

F. Name of the top 10 employees in terms of remuneration drawn in the financial year 2019-20:

A statement of top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report as "Annexure-7".

G. Details of employees who received remuneration in excess of Rs. One crore and Two lakh or more per annum: i. During the year, none of the employees received remuneration in excess of Rs. 102.00 Lakh or more per annum or Rs.8.50 Lakh per month for part of the year. In accordance with the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore there is no information is available to disclose. ii. During the year, none of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time director and none of the employees hold two percent of the equity shares of the Company.


Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund)

Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2012-13 is required to be transferred to IEPF in the due date as specified in the Notice of the AGM and shares of the respective shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date.

The details related to dividend remains unpaid-unclaimed from the Company has been given in the Corporate Governance Report attached with the annual report of the Company.


Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.The ensuing AGM will be conducted through Video Conferencing/ OVAM and no physical meeting will be held, and your company has made necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is provided with the notice of the Meeting.