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To the Members,
G. G. DANDEKAR MACHINE WORKS LIMITED
Your Directors have pleasure in presenting the 80 Annual Report with the Audited Annual Accounts of the Company for the year ending 31 March 2019.
(Amt in Rs. Lakhs)
|Profit/(Loss) before exceptional items and tax||(307.49)||(381.81)|
|Profit before tax||(416.61)||(381.81)|
|Tax Expense (Current and Deferred Tax)||(0.26)||79.80|
|Net Profit/(Loss) for the period||(416.35)||(461.62)|
|Other Comprehensive Income||(79.42)||683.44|
|Total Comprehensive Income for the year, net of tax||(495.77)||221.82|
Your Directors do not recommend any dividend for the financial year 2018-19.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
1. This section includes discussion on the following matters within the limits set by the Companys Competitive position:
(A) INDIAN ECONOMY
India is still the fastest growing major economy in 2018-19.Indias ranking improved by 23 to 77 position in 2018 among 190 countries assessed by the World Bank Doing Business (DB) Report, 2019. The Growth of GDP moderated to 6.8 per cent in 2018-19 from 7.2 per cent in 2017-18.Inflation contained at 3.4 per cent in 2018-19.Prospects of pickup in growth in 2019-20 subject to further increase in private investment and acceleration in consumption.
Agriculture sector in India typically goes through cyclical movement in terms of its growth. Gross Value Added (GVA) in agriculture improved from a negative 0.2 per cent in 2014-15 to 6.3 per cent in 2016-17 but decelerated to 2.9 per cent in 2018-19. 89% of groundwater extracted is used for irrigation. Hence, focus should shift from land productivity to irrigation water productivity. Thrust should be on micro-irrigation to improve water use efficiency.
The Indian food industry, the food and grocery market, is the 6th largest market in the world and it contributes to 70% of the total sales. Talking about the contribution within the country, the food processing industry has a share of 32% in the nations total market. In terms of production, consumption, and exports, it is ranked as the 5th largest industry in India. The Indian gourmet food market is valued at USD 1.3 billion and is growing at CAGR of 20%.The Government of India has allowed 100 per cent FDI in marketing of food products and in food product e-commerce under the automatic route.The food industry in India has, in the last few years, seen a lot of foreign investment. The CII has predicted that the food processing sector has the potential to attract around USD 33 billion FDI in the next ten years. It has brought in many overseas players as rice milling machinery suppliers which has drastically increased competition in the industry.
The Government has set a target of doubling of farmers income by the year 2022. The Government has constituted an Inter-Ministerial Committee. Parallely, the Government is aiming to reorient agriculture sector by focusing on income centeredness. In order to realise net positive returns for the farmer, schemes are being promoted and implemented in a major way through the States/UTs. A Minimum Support Price (MSP) is notified for both Kharif& Rabi crops based on the recommendations of the Commission on Agriculture Costs & Prices (CACP). The Government has increased the Minimum Support Prices (MSPs) of all kharif crops for 2018-19 Season with the pre-determined principle of fixing the MSPs at a level of at least 150 percent of the cost of production announced by the Union Budget for 2018-19.The price rise in raw material paddy puts extra pressure on rice millers as market price for rice remains steady.
For an agri based industry, rainfall prediction is a key factor and any deviation to normal rainfall affects it adversely. Last year Rains were 91 percent of the long-term average at the end of the July-September monsoon season, compared with a forecast of 97 percent. Overall normal rainfall will be useful for rice production and in turn will maintain demand for Rice Milling Machinery.
(B) INDUSTRY STRUCTURE AND DEVELOPMENT
The Companys main business is to manufacture Food Processing Machineries especially for Rice Milling. A rice milling machine should ensure consistency in quality of the end product and hence enhance the economic value of the raw material. With over a century of experience, the Company products are benchmark for the Rice Milling industry. The Company also offers consolidated solutions for Rice Milling projects from conceptualization of turnkey mill to improving and modifying existing mills and enriched with the experience of successful business and installation of machineries in all regions and globally.
(C) OPPORTUNITIES AND THREATS
The rice mill machinery business has seen lot of changes during last few years which is likely to change the way traditionally business is done. Every year new overseas players are entering Indian rice milling machinery market with their latest technology through various routes like buying out existing companies, direct marketing through own subsidiary company, by appointing local agents etc. The rice milling machinery market is shifting from Traditional machines to newly introduced machinery mainly by overseas players. The growth in competition and technology has compelled existing players to shift from traditional machines to new technology machines.
Sensing the shift in the market, the company has consolidated its business in traditional machinery and is working on development of machinery with latest technology. The Company alway shad a focus on Research & Development activities and has successfully upgraded traditional products.The company is in process of developing several new products.
To tap government funded projects, the Company is working in tune with the government initiative to promote farmers consortium for rice milling activity. It has developed small capacity mills to cater to these requirements. This activity has opened up a new market for small capacity full mill business.
The company is also working on joining hands with experienced manpower having knowledge of latest technology, manufacturing techniques and process technology required by the market. The company has experienced good demand for latest products from its loyal customers and will be able to tap it with the present on going activities as mentioned above.
To increase footprint, the Company has supplied and commissioned several full mills across India which are good reference to attract new buyers. It addresses business in new growing markets and helps to reduce dependency on traditional markets.I t will help the company to maintain business equilibrium averaging business coming in from many regions.
(D) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE
The Company has maintained its customer base and leadership in traditional flagship products like Dandekar Cone Polishers and Table type Paddy Separator. In current market scenario, New Product Development is an ongoing continuous activity and the Company has progressed well with addressing more than 21% business through new products. The Company has done major business in Polishing and Grading section.
India is the second largest producer of rice after China and the largest exporter in the world. It supplies almost 20% of the total rice exports. The country did suffer from financial stress due to weak international demand and excess of paddy supply but it is been expected that it would rebound in coming years.
In the last one decade, the rice industry in India has seen a major transformation, due to the growth of branded businesses in that of the domestic market and a strong impetus to export. The prominence of this industry has attracted a significant number of traders and buyers from all over the world. In the near future, the demand for export of rice is been expected to improve further, with China and Iran increasing their imports of Indian rice. Along with that, the steady domestic demand growth would add to the overall improvement for the industry.
In India, rice sales are largely unbranded in nature. The unbranded unorganised sector accounts for around 60% market share. However, the rising penetration of organised retail as well as customer awareness have forced players to turn their attention towards establishing brands. These brands and overseas buyers look for branded rice milling machineries to process the rice with better hygiene and quality increasing demand for machinery with latest technology.
Also in last few years there has been an increase in the number of foreign players in the rice milling market in the country. The reason lies in the supportive policies and regulations, which promote new rice mills and the government offers various facilities to the new entrants in the market. This has offered flourishing market for the international rice milling machinery manufacturers in India or overseas.
(F) RISK AND CONCERNS
Risks of critical importance have been identified over a period of time. These risks are ranked on the basis of their impact on companys business and likelihood of their occurrence. A cross functional team takes stock of these risks and calls for necessary measures to mitigate the risks from the concerned risk owners. The risk owners then produce action plans for risk mitigation which is then evaluated by the team. New risks are added with the changes in economic and market scenarios and undergo the same process.
Identified risks include:
Latest technology superseding traditional products: Overseas entrants and theirs subsidiaries has brought in new technology and it is picking up eating market share of traditional machines.
Reduction in rice millers margin reducing their investment budgets: Steady market prices, Minimum support price for paddy from government, rising labour cost etc. has reduced Rice millers margin which has affected the requirement of new rice mills and machineries.
Rise in low cost local machinery manufacturers, dividing existing business amongst many smaller suppliers.
(G) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.
The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.
(H) COMPANYS FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the financial year under review, your company has achieved turnover of Rs. 476.84 Lakhs (previous year Rs. 880.07 Lakhs). The Loss before exceptional items and tax for the period is Rs. 307.49 Lakhs (as against Loss of Rs. 381.81 Lakhs during FY 2017-18). The net loss for the period is Rs. 495.77 Lakhs (as against net profit after taxes Rs. 221.82 Lakhs during FY 2017-18).
(I) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT, INCLUDING NUMBER OF PEOPLE EMPLOYED
The Company seeks to recruit and retain quality industry professionals and provide them with a high performance environment.
During the financial year, total workforce of the Company stands at 73.
The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violationof norms formulated to safeguard the environment.
(K) CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.
(L) LISTING FEES
The annual listing fees for the year under review have been paid to BSE Limited, where your Companys shares are listed.
(M) COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As on 31 March 2019, the Company has no subsidiary company.
The Board presents Audited standalone Financial Statements as prepared in compliance with the Indian Accounting Standards and the Listing Regulations.
DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:
Details of significant changes, i.e., change of 25% or more, as compared to the immediately previous Financial Year in key financial ratio, along with detailed explanation therefore:
|Sr. No.||Particulars||Ratio as on 31 March 2019||Ratio as on 31 March 2018||% of Change||Explanation, if any|
|i.||Debtors Turnover||15.45||27.73||12.28||Due to decrease in Turnover|
|ii.||Inventory Turnover||2.33||3.28||0.95||Due to decrease in turnover.|
|iii.||Interest Coverage Ratio||NA||NA||The Company does not have any interest cost.|
|iv.||Current Ratio||0.94||1.16||(0.22)||Due to increase in Trade Payables.|
|v.||Debt Equity Ratio||NA||NA||The Company does not have any borrowings.|
|vi.||Operating Profit Margin (%)||(87.37)||(43.38)||43.99||Not Applicable.|
|vii.||Net Profit Margin (%)||(87.13)||(52.45)||34.68||Not Applicable.|
RETURN ON NET WORTH:
Details of change in Return on Net Worth as compared to the immediately previous Financial Year as follows:
|Sr. No.||Particulars||Ratio as on 31 March 2019||Ratio as on 31 March 2018||% of Change||Explanations|
|1 Net Worth||(11.79)||(9.47)||2.32||During the year, the Company has incurred losses. Consequently, return on net worth has decreased.|
PARTICULARS OF INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
EXTRACT OF ANNUAL RETURN:
As required under Section 134(3)(a) of the Act, read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual return in the prescribed form is attached as Annexure I to this Report.
NUMBER OF MEETINGS OF THE BOARD:
During the year under review, Five Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors Responsibility Statement, your Directors state that: st
a) in the preparation of the annual accounts for the year ended 31 March 2019, the applicable accounting standards had been followed and there were no material departures from the applicable accounting standards;.
b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at 31 March 2019 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 in accordance with the provisions of the Companies Act, 2013, for safeguarding 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 that the financial controls were adequate and were operating effectively and
f) proper systems to ensure compliance with the provisions of all applicable laws were in place and thatsuch systems were adequate and operating effectively.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received necessary declaration from all Independent Directors under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 that they meet the criteria of independence as laid down.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Board had on the recommendation of the Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel and their remuneration. The policy is appended as Annexure II to this Report.
a. Statutory Auditors
As per the provisions of Section 139 of Companies Act 2013, M/s. Joshi & Kulkarni Chartered Accountants, Pune, Statutory Auditors of the Company were appointed in the AGM held for the financial year 2014 for a period of five years. The tenure of the Auditors is going to be completed till the conclusion of this Annual General Meeting for the financial year 2019 as contemplated by the provisions of Section 139 of the Companies Act, 2013. .
The Audit Committee has recommended M/s Kulkarni Soman & Associates, Chartered Accountants, Pune for appointment as Statutory Auditors for a period of five years to hold office from this Annual General Meeting till the conclusion of 85 Annual General Meeting of the Company.
The Company has received necessary certificate from the proposed Statutory Auditors as required under Section 139(1) of the Companies Act, 2013 stating that this appointment, if made, will be in accordance with the provisions of Companies Act, 2013.
You are requested to consider the appointment of M/s Kulkarni Soman & Associates, Chartered Accountants, Pune, as the Statutory Auditors of the company in accordance with the provisions of section 139 of the Companies Act, 2013.
b. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Practicing Company Secretary (Membership No. FCS 2412 CP No. 1488), to undertake the Secretarial Audit of the Company.
c. Cost Auditor
The Company has appointed Mr. Harshad S. Deshpande, Cost Accountant (Membership No. 25054) Pune as Cost Auditors for maintenance of Cost records.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Your Company has not given any loan or guarantee or security or made any investment as contemplated by Section 186 of the Companies Act, 2013 during the financial year under review.
EXPLANATION ON COMMENTS ON STATUTORY AUDITORS AND SECRETARIAL AUDIT REPORT:
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Joshi & Kulkarni, Statutory Auditors, in their Audit report and Mr. Mahesh Athavale, Company Secretary in Practice in his Secretarial Audit Report has provided below mentioned qualification:
a. Annual Return in respect of the financial year ended 31st March 2018 was filed with additional fees in the month of January 2019.
b. The Company has not disclosed the name, designation, address, email id and phone number of the person responsible to address the grievances connected with facility for e-voting by electronic as required under the Section 108 read with rule 20 of Companies (Management and Administration) Rules 2014.
c. The Company has not complied with the provisions of Section 124 of the Companies Act, 2013 and the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016read with the relevant circulars and amendments thereto except filing of e-form No. IEPF 1 and IEPF6.
d. There were delay in filing of few e-forms with the Registrar of Companies, Mumbai.
e. The Company was a delay of ten minutes in submission of outcome of the Board Meeting to the Stock Exchange as required under the Regulation 30 read with Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to technical error.
a. The Management will ensure and take appropriate steps for timely submission of various forms and returns as required under Companies Act 2013.
b. The Company has mentioned details, steps and procedures of e-voting pursuant to the applicable provisions of the Companies Act, 2013 in the Notice of the Annual General Meeting held for the financial year 2017-18.However, a specific name, designation,address, email id and phone number of the person responsible to address the grievances connected with facility for e-voting is not mentioned. The Company shall take due care and reasonable steps for the same in future.
c. Considering the reconciliation issues with Bank in relation to balance in Unpaid Dividend Account, the Company was not able to comply with Section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and relevant Notification issued in this regard. However, Company has transferred Unpaid Dividend of FY 2010-11 to IEPF along with corresponding equity shares as on the date of this Report.
d. The Management will ensure and take appropriate steps for timely submission of various forms and returns as required under Companies Act 2013.
e. There were some technical difficulties while filing and hence the delay was caused.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188:
Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arms length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2.
The disclosures as per IND-AS 24 for transactions with related parties are provided in the Financial Statements of the Company.
STATE OF COMPANYS AFFAIRS:
Discussion on state of Companys affairs has been covered in the Management Discussion and Analysis.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:
Particulars of the amounts proposed to be carried to reserves have been covered in Notes to the financial statements of the company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of energy and Technology Absorption:
Pursuant to Section 134 (3) (m) of the Act read with Rules there under, the report regarding conservation of energy, technology absorption is annexed herewith as Annexure IV
B. Foreign exchange earnings and Outgo:
|Sr. No.||Particulars||Amount in|
|i)||Foreign Exchange earned in terms of actual inflows during the year||Nil|
|ii)||Foreign Exchange outgo during the year in terms of actual outflows||Nil|
RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through risk mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company from time to time.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As Net worth of the Company is not more than Rs. 500 crore, its turnover is not more than Rs. 1000 crore and its net profit is not more than Rs. 5 crore, consequently the provisions of section 135 of the Companies Act, 2013 are not applicable to the Company. The Company is not required to constitute the Corporate Social Responsibility, frame the CSR policy or spend the amount on CSR
Pursuant to provisions of the section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Board has been carried out.
The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.
The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report.
DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):
Your Company does not have any subsidiary, joint venture or associate company; therefore it is not required to give details as required under Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 during the financial year under review.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
Your Company does not have any subsidiary, joint venture or associate company; therefore it is not required to give details as required under Rule 8(1) of Companies (Accounts) Rules, 2014 during the financial year under review.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business during the financial year under review.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR 2018-19:
During the year under review:
Mr. Aneesh Parwani was appointed and designated as Company Secretary and Compliance Officer of the Company w.e.f. 01 June, 2018 and subsequently resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. 16 November, 2018. The Company has thereafter appointed Mr. Ajay Shrivastava as Company Secretary and Compliance Officer of the Company w.e.f. 14 February, 2019. rd Mr. Sanket Gunjikar, Chief Financial Officer of the Company has resigned from his post w.e.f. 03 December, 2018 and in his place Mr. Mahavir Barlota appointed as Chief Financial Officer of the Company w.e.f. 14 February, 2019.
However, after the end of financial year and as on the date of this report, Mr. Rajesh D. Phadke (DIN: 02749329), Non-Executive and Independent Director has resigned w.e.f. 16.05.2019 and Mr. Pawan J. Rathi (DIN: 06669485) appointed as Additional (Non-Executive and Independent) Director on the Board w.e.f. 16.05.2019.
DIRECTOR(S) PROPOSED TO BE APPOINTED / RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING
Mr. Madhav Chandrachud (holding DIN 06419028), who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Company has also received the requisite disclosure / declaration from Mr. Madhav Chandrachud.
Considering the same, the Board recommends the Ordinary resolution for his re-appointment as Non-Executive Director.
Mr. Pawan Rathi (holding DIN 06669485) was appointed as an Additional Director (Non-Executive and Independent) on 16 May, 2019 on the recommendation of the Nomination and Remuneration Committee, who shall hold office till the conclusion of the ensuing Annual General Meeting. The Board considering his expertise, knowledge and experience in the fields of accounts, finance and banking, subsequently considered his appointment as Non-Executive Independent Director of the Company for a period of 5 (five) years with effect from 16 May 2019.
Considering recommendation of Nomination and Remuneration Committee and performance of Mr. Pawan Rathi, the Board of Directors of the Company has requested to the members for his appointment as Independent Director for a term of 5 years.
Considering the same, the Board recommends the Ordinary resolution for his appointment as Independent Director.
Mr. Saurabh Patwardhan (holding DIN 03056479) was appointed as Non-Executive and Independent Director on 31 July, 2014 on the recommendation of the Nomination and Remuneration Committee, who shall hold office till the conclusion of the Annual General Meeting held on 11 September, 2014. The Board considering his expertise, knowledge and experience in the fields of finance & marketing, subsequently ratified his appointment as approved by the Members, as Non-Executive Independent Director of the Company for a period of 5 (five) years till10 September, 2019.
Considering recommendation of Nomination and Remuneration Committee and performance of Mr. Saurabh Patwardhan, the Board of Directors of the Company has requested to the members for his re-appointment as Independent Director for a second term of 5 years as per applicable provisions of Companies Act, 2013.
Considering the same, the Board recommends the Special resolution for his re-appointment as Independent Director.
The brief resumes and other details relating to Director(s) who is/are proposed to be appointed /re-appointed, as required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of the Explanatory Statement to the Notice of the Annual General Meeting.
The resolutions seeking approval of members for the appointment and re-appointment of these Directors have been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.
DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:
Your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from the public, or its employees etc. during the year under review.
DETAILS OF SIGNIFICIANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
The Company has not received any such order from Regulators, Courts or Tribunals during the year, which may impact the Going Concern Status or the Companys operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to financial statements.
Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.
Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently three committees of the Board, namely:
Nomination & Remuneration Committee
Stakeholders Relationship Committee.
Details of the Committees along with their charter, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report
INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at Annexure V to this report.
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism (the Policy). This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The policy has also been uploaded on the Companys website.
A cash flow statement for the year ended 31 March 2019 is attached to the Balance Sheet as a part of Financial Statements.
In terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
There were no complaints received for sexual harassment during the year 2018-19
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.
The information as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.
DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANYS HOLDING OR SUBSIDIARY COMPANY:
There were no instances of receiving remuneration or commission by a Managing or Whole time Director of the company from its holding or subsidiary company during the FY 2018-19 requiring the disclosure under section 197(14) of the Companies Act, 2013.
EVENT BASED DISCLOSURES IN DIRECTORS REPORT:
The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.
SECRETARIAL AUDIT REPORT:
The Secretarial Audit Report submitted by Company Secretary in Practice according to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as a part of this report as Annexure III.
Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.
|For and on behalf of the Board of Directors|
|Place: Pune||Nihal G. Kulkarni|
|Date: 06th August 2019||(DIN: 01139147)|