Hind Aluminium Industries Ltd Directors Report.
The Board of Directors are pleased to present the 32nd Annual Report of the Company for the financial year ended 31st March, 2019.
The Companys financial performance for the year ended 31st March, 2019 is summarized below:
(Rs in crore)
|Particulars||For the year ended March 31,||For the year ended March 31,|
|Profit Before Tax||4.76||11.01||0.45||12.63|
|Less : Tax Expenses||1.00||3.14||0.69||4.30|
|Profit A_er Tax||3.76||7.87||(0.24)||8.33|
|Share of Profit of Asso- ciates /Joint Venture||-||-||2.62||0.43|
|Profit for the Year||3.76||7.87||2.38||8.76|
|Add: Profit & loss brought forward from previous year||77.67||71.01||77.24||69.86|
|Dividend paid during the year||(1.01)||(1.01)||(1.01)||(1.01)|
|Tax on Dividend||(0.20)||(0.20)||(0.20)||(0.20)|
|Prior Year Adjustments||(4.35)||-||(4.35)||0.07|
|Closing balance in Retained Earnings||75.96||77.67||74.57||77.24|
During the financial year 2018-2019 total revenue of the Company on standalone basis is Rs.547.53 crores as compared to Rs.663.82 crores in the previous year and on consolidated basis is Rs.559.56 crores as compared to Rs.710.04 crores in the previous year. The Profit after tax on standalone basis is Rs.3.76 Crores as compared to Rs.7.87 crores in the previous year and on consolidated basis is Rs.2.38 Crores as compared to Rs.8.76 crores in the previous year. There is no material change in the nature of business of the company
Your Directors are pleased to recommend a Dividend of Rs.0.50 per equity share i.e 5 % (Previous Year Rs.1.60 per equity share i.e.16 %) per equity share of 10 each fully paid up which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.
TRANSFER TO RESERVE
The Company has not transferred any amount to the reserves during the current financial year.
WIRE RODS & CONDUCTORS
During the year 2018-2019 Aluminium Division of the Company has contributed total Rs.551.58 Crores as compared to Rs.702.31 Crores in the previous year in the total revenue of the Company.
During the year Mining Division of the Company has not carried out any activity.
Your Company has two Wind Turbine Generators (WTG) of total 2.75 Mega Watts Viz. (1) 1.25 Mega Watts, at Nandurbar Maharashtra (2)1.50 Mega Watts, located at Sangli- Maharashtra.
Your Company also has four solar power plants of total 1.43 Mega Watts,viz. (1) 100 KWP at Pune-Maharashtra (2) 522 KWP at Bangluru -Karnataka (3) 403 KWP at Rewari- Haryana & (4) 403 KWP at Alwar-Rajasthan.
During the year the power segment of the company has contributed Rs.3.82 crores in the total revenue of the Company as compared to Rs.3.25 crores in the previous year.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund)Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF and shares of the shareholders whose dividend had remained outstanding for a period of 7 years from 2010-11 to 2017-18 , are provided in the General Shareholders Information section to this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2018-19, together with the Auditors Report form part of this Annual Report.
SUBSIDIARY AND JOINT VENTURE COMPANIES
The Company has two subsidiaries & one Joint Venture Company as on March 31, 2019. There is no activity carried out during the year in subsidiary named Hind Power Products Pvt. Ltd. There has been no material change in the nature of the business of the subsidiaries & Joint Venture Companies. A separate statement containing the salient features of financial statements of all subsidiaries of the company are given in Annexure I in prescribed Form AOC-1 forms a part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy may be accessed at: https://www.associatedgroup-investors.com.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:
a. in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the said period;
c. the Directors have taken proper and sufficient care of 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 Directors have prepared the Annual Accounts on a going concern basis.
e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL Appointments / Re-appointments
Pursuant to the recommendation of the Nomination and Remuneration Committee the Board of Directors at its meeting held on 29.11.2018 has appointed Mrs. Kiran Mundhra (DIN: 07059160), as an Additional Independent Director in terms of Section 149, 152, 161 Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactments(s) thereof for the time being force), to hold office for a period of 5 (five) consecutive years, not liable to retire by rotation, subject to the approval of the shareholders at the ensuing AGM.
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on May 29, 2019 has approved the re-appointment of Shri Navinchandra Shah and Shri Sundeep Mohta who are holding the office of Independent Directors for five consecutive years upto the conclusion of the 32nd Annual General Meeting of the Company to be held in the calendar year 2019, are proposed to be re-appointed as Independent Directors of the Company, not liable to retire by rotation, for their second term of five consecutive years with effect from the conclusion of the 32nd AGM upto the conclusion of the 37th AGM of the Company to be held in the calendar year 2024 and that the approval of shareholders are also sought for the appointment of Shri Navinchandra Shah even after completed the age of 75 years.
In accordance with the provisions of the Companies Act,2013 and the Articles of Association of the Company, Shri Sudhir Goel, Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment. Shri Sudhir Goel is a qualified Chartered Accountant and has over 36 years of experience in Aluminium Industry. He is a Director of this company from the date of its incorporation. He is looking after financial affairs of the company as a Whole-Time Director. He holds 3000 equity shares in the Company.
The Board of Directors, on recommendation of the Nomination and Remuneration Committee has recommended appointment / re-appointment of all the above Directors.
During the year under review, due to pre-occupation and other assignment, Mrs. Renu Somani, resigned as an Independent Director of the Company w.e.f. 1st September, 2018. The Board placed on record its appreciation for the valuable contribution and quality expert advices given by her during her tenure as a Independent Director of the Company.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2019 are; Shri Shailesh Daga, Managing Director, Shri Sudhir Goel, Whole-Time Director, Shri Mahendra Kumar Jain, Chief Financial Officer and Ms. Sakshi Sharma, Company Secretary.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.
MEETINGS OF THE BOARD
Six meetings of the Board of Directors were held during the financial year 2018-19. For details of meetings of the board please refer to the corporate governance report, which forms part of this Annual Report.
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (SEBI Listing Regulations). The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual directors to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent director, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent directors being evaluated.
CORPORATE GOVERNANCE REPORT
In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Annual Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and other matter provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of directors report.
INTERNAL FINANCIAL CONTROLS
The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.
RISK MANAGEMENT POLICY
The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.
PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.
The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with provisions of the Act and Listing Regulations. The Vigil Mechanism and whistle-blower policy is put on the Companys website and can be accessed at: https://www.associatedgroup-investors.com
CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts/arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. There are no person(s) or entities forming part of the Promoter(s)/Promoter(s) Group which individually hold 10% or more shareholding in the Company.
Your Directors draw attention of the members to Note no.36 to the Standalone Financial Statement which set out related party transactions. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure -II in Form AOC-2 and the same forms part of this report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return of the Company as on 31st March, 2019 in Form MGT - 9 in accordance with Section
92 (3) of the Act read with Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.associatedgroup-investors.com and is set out in Annexure III to this Report.
The Audit Committee comprises Directors namely Shri Navinchandra Shah (Chairman), Shri Sundeep Mohta and Shri Sudhir Goel.
All the members of the Audit Committee are financially literate and have experience in financial management.
During the year all the recommendations made by the Audit Committee were accepted by the Board.
CORPORATE SOCIAL RESPONSIBILITY
The CSR Committee comprises of Shri Lalit Kumar Daga (Chairman), Shri Sudhir Goel and Shri Navinchandra Shah. The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure V of this report.
AUDITORS AND AUDITORS REPORT Statutory Auditor:
M/s. Karnavat & Company, Chartered Accountants was appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 27, 2018. They have confirmed that they are not disqualified from continuing as Auditors of the Company. The Auditors Report for the financial year ended 31st March, 2019 on the financial statements of the Company is a part of this Annual Report.
The Independent Audit Report does not contain any qualification, reservation or adverse remark except the Company has not maintained employee benefits as per Ind AS 19.
The Company is required to maintain cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained in the prescribed manner.
The Board of Directors of the Company, on the recommendations made by the Audit Committee, has appointed Mr. Mohammad Asthaf Anathan, Proprietor of Mohammad Asthaf Anathan & Co, Cost Accountants (Membership No. 42018) as the Cost Auditor of the Company to conduct the audit of cost records of certain products for the financial year 2019 - 20.
The remuneration proposed to be paid to the Cost Auditor, subject to ratification by the members of the Company at the ensuing 32nd AGM.
The Company has received consent from Mr. Mohammad Asthaf Anathan, Propritor of Mohammad Asthaf Anathan & Co, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2019-20 along with a certificate confirming their independence and arms length relationship.
The Secretarial Audit Report relating to Secretarial Audit conducted by M/s Arun Dash & Associates for the financial year ended March 31, 2019 under Companies Act, 2013 read with Rules made thereunder is set out in the Annexure VI to this report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the Company has submitted Annual financial result for financial year ended 31.03.2018 to the stock exchange on 15.06.2018 which was beyond the prescribed time limit under regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. i.e 30.05.2018.
Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this report.
DEPOSITS FROM PUBLIC
During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force).
There was no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and companys operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure VII to this Report.
The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2015 certified and the Company is committed to maintain and improve quality.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013.
The Company has in place the Policy on Prevention of Sexual Harassment at Workplace (POSH) in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No Complaint received by the Company under the said Act.
The Board of Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.
Further, the Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.
|For and on behalf of the Board|
|Lalit Kumar Daga|
|Date: 29th May, 2019|