Indian Acrylics Ltd Directors Report.
To The Members,
The Directors of your Company have pleasure in presenting the 32nd Annual Report of the Company together with Audited Accounts for the financial year ending 31st March, 2019.
1. FINANCIAL HIGHLIGHTS
|Profit before Exceptional item, depreciation, interest & Tax (PBDIT)||3609.26||4462.49||3587.47||4466.18|
|Interest & other financial expenses||2847.78||2005.73||2847.78||2005.73|
|Profit before depreciation & Tax (PBDT)||761.48||2456.76||739.69||2460.45|
|Depreciation and amortization expenses||1782.18||1572.83||1782.18||1572.83|
|Profit before Tax and Exceptional item||(1020.70)||883.93||(1042.49)||887.63|
|Profit before Tax (PBT)||1230.65||883.93||1208.86||887.63|
|Tax Expenses- Current Deferred||70.82||-||70.82||-|
|Profit after Tax (PAT)||1159.83||883.93||1138.04||887.63|
|Other Comprehensive Income||0.49||76.53||0.09||72.69|
|Total Comprehensive Income for the period||1160.32||960.46||1138.13||960.32|
|Earning per share-Basic 0.86||0.65||0.84||0.66|
Note: The financial statements of the Company for the year ended 31st March, 2019 has been prepared in accordance with Indian Accounting Standards (Ind AS). The financial statements for the year ended 31st March, 2018 have been restated in accordance with Ind AS for comparative information.
Production & Sales Review:
The Company has achieved production of 32619 MT of Acrylic Fibre and sale of 21447 MT, during the year under review as against production of 28461 MT and sale of 18348 MT respectively during the previous year. The Company has also achieved production of 12137 MT of Acrylic Yarn and sale of 13190 MT during the year under review as against production of 9063 MT and sale of 10115 MT during the previous year. The total revenue from operations during the year under review was Rs. 73721.55 lakhs as against Rs.53544.25 lakhs during the previous year.
The Company earned profit before depreciation, interest, exceptional item and tax of Rs.3609.26 lakhs as against Rs.4462.48 lakhs in the previous year. After providing for depreciation of Rs.1782.18 lakhs (Previous Year 1572.83 lakhs), interest of Rs.2847.78 lakhs (Previous Year Rs.2005.73), exceptional item Rs.2251.35 (Previous Year Nil) the net profit from operations after comprehensive income worked out to
Rs.1160.32 lakhs as compared to net profit of Rs.960.44 lakhs in the previous year. Exceptional item includes Rs.2253.96 Lakhs against land acquisition compensation awarded which had not yet been received but had been decided in the favour of the Company during the year. However, the Company had filed application for execution in the court on 04.10.2018 and as per opinion of the management, this amount is likely to be received and accordingly considered as income during the year in accordance with Accounting Standard IND AS-16.
Segment-wise/Product wise Performance:
Over the last few years, your company has been successful in its goal of diversifying revenues, to tap new opportunities and reduce any risks of an overly concentrated portfolio. Company is manufacturing both acrylic fiber and yarn. During 2018-19, sale revenue from yarn segment is more than 10% of the total revenue of the Company. The treatment for the same is enunciated in the Indian Accounting Standard on segment reporting (Ind AS- 108) and is explained under Para no. 6 of the Note No.27 on Notes on Accounts, forming part of Annual Report.
As Company does not have any distributable profits computed under provisions of Companies Act, 2013, no dividend is being recommended.
There is no change in Capital Reserves, Securities Premium Reserves and General Reserves during the year, which stands at Rs.1764.44 lakhs, Rs.39.23 lakhs and Rs.80.00 lakhs respectively.
4. RESEARCH AND DEVELOPMENT
The Company has an In-House R & D centre registered with the Ministry of Science & Technology, Govt. of India. During the year, the Company has focused on new varieties on dyed yarns. This will help in growth of sales in the current year. The Company is also working for energy conservation and reduction in the fuel cost with the help of in-house R&D.
5. DETAILS OF SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANY
The Company has a Wholly Owned Subsidiary Company, Carlit Trading Europe, S.L.U (Spain) for production of sale of its products in the European market.
A separate statement containing the salient features of financial statements of the subsidiary Company forms part of the Annual report in the prescribed Form AOC-1 in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with Indian Accounting Standard 110, Consolidated Financial Statements, including financial information of its Subsidiary, forms part of this Annual Report. The Company is not having any other Joint Venture or Associate Company.
6. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
Vision & core areas of CSR:
Your Company is committed to and is fully aware of its Corporate Social Responsibility (CSR), the guidelines in respect of which were more clearly laid down in the recently overhauled Companies Act, 2013. Corporate Social Responsibility and Governance Committee (CSR&G Committee) comprises of Shri Rajinder Kumar Garg, as its Chairman, Shri Dheeraj Garg and Shri Ajit Singh Chatha as members. This Committee has framed the CSR Policy for the Company which is approved by the Board and may be accessed on the website of the Company at http:/www.indianacrylics.com Since the Company does not have net profits in accordance with Section 198 of the Companies Act, 2013, the Company is not required to undertake any activity under CSR Rules.
7. CORPORATE GOVERNANCE
Your Company is continuously taking steps to attain higher levels of transparency, accountability and equity in order to enhance customer satisfaction and stakeholders value. The Company not only complies with the regulatory requirements but is also responsive to the stakeholders as well as customers needs. The Company already has an Audit Committee, a Stakeholders Relationship Committee and Nomination and Remuneration Committee duly constituted by the Board to look after various activities. The Corporate Governance practices followed by the Company are enclosed as Annexure to this report. A certificate from the Statutory Auditors of the Company regarding compliance of governance norms, stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also annexed to the Corporate Governance report.
8. ANNUAL RETURN
The extract of the annual return as provided under Section 92(3) of the Act, in Form MGT-9, forms part of the Boards report.
9. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that: a. in the preparation of the annual accounts for the year ending 31st March, 2019, the applicable accounting standards had 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 at the end of the financial year and of the profit and loss of the Company for that period; c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors had prepared the annual accounts on a going concern basis; and e. the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls were adequate and were operating effectively. f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
A) Changes in Directors and Key Managerial Personnel
Since the last Annual General Meeting, following changes have taken place in the Board of Directors:
- Appointment of Smt. Neelima (DIN: 08195539), IAS and Managing Director of Punjab State Industrial Development Corporation Ltd. (PSIDC), as Nominee Director and Chairman on the Board of the Company w.e.f. 14.08.2018 in place of Smt. Indu Malhotra (DIN: 02986786).
- Shri Sudhanshu Shekhar Jha (DIN-01489603) was appointed as Independent Director of the Company w.e.f 14.11.2018 subject to approval of shareholders at the Annual General Meeting of the Company in place of Shri Sukhbir Singh Grewal (DIN 00031001), Independent Director who ceased to be the Director due to his sudden demise on 21st July 2018.
- Shri Surinder Kumar Bansal (DIN-00165583) was appointed as Independent Director of the Company w.e.f. 30.04.2019 subject to approval of shareholders at the Annual General Meeting of the Company in place of Smt. Tejinder Kaur who resigned from Directorship of the Company on 14.02.2019 due to her preoccupations.
As per the provisions of Companies Act, 2013, Shri Dheeraj Garg (DIN-00034926), Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.
Familiarisation programmes for Board Members:
The Board members are from time to time provided with necessary documents/policies/internal procedures to get them familiar with the practices of the Company. Directors get an opportunity to visit Companys plant which helps them to understand business operations & working of the Company. The business strategies, performance, global developments, legal & other updates, compliance reports and other relevant information/reports etc are being periodically provided to the Board of Directors.
B) Declaration by an Independent Director(s) and reappointment, if any
A declaration by Independent Directors stating that he/ they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been taken at the time of their appointment.
C) Formal Annual Evaluation of Board
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 Securities and Exchange Board of India ("SEBI") under Regulation 4(f)(ii) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution the individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman 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 Directors, at which the performance of the Board, its committees and individual directors was also discussed.
11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, 4 Board Meetings were held, one each on 30th May 2018, 14th August 2018, 14th November 2018 and 14th February 2019.
12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATON AND OTHER DETAILS
The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors Report.
13. EMPLOYEE STOCK OPTION SCHEME
Your Company had introduced Employee Stock Option Scheme framed in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, titled "Indian Acrylics Limited -Employees Stock Option Scheme, 2016 ("IAL-ESOS 2016") during the financial year 2015-16, which was approved by the Board of Directors of the Company and subsequently by the shareholders of the Company in their Annual General Meeting held on 29th September, 2016.
No options under the said scheme have been granted to the employees of the Company during the year under review.
14. AUDIT COMMITTEE
The Audit Committee comprises of two non-executive Directors viz. Rear Admiral M. M. Chopra, AVSM (Retd.), Shri Ajit Singh Chatha and one Executive Director Shri Dheeraj Garg. During the year, the committee held four meetings. Other details of the Audit Committee are included in the Corporate Governance Report which forms part of this report.
The Board had accepted all recommendation of the Audit Committee.
15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES Pursuant to provisions of Section 177 (9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating Whistle Blower policy in terms of Regulation 22 of SEBI (LODR) Regulations, 2015 for employees and directors of the Company, for expressing the genuine concerns of unethical behaviour, frauds or violation of the codes of conduct by way of direct access to the Chairman/Chairman of the Audit Committee. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The policy on "Vigil Mechanism and Whistle Blower" may be accessed on the Companys website at http//www.indianacrylics.com There are no cases reported during the year.
16. NOMINATION AND REMUNERATION COMMITTEE
The committee has been constituted to review and recommend compensation payable to the whole-time directors including Managing Director and senior management of the Company. The committee reviews the overall compensation structure and policies of the Company with a view to attract, retain and motivate employees, reviewing compensation levels of the Company vis-a-vis other Companies and industry in general. The "Nomination & Remuneration Policy" may be accessed on the Companys website at http//www.indianacrylics.com
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
There were no Loans/ Guarantee given or Investments made by the Company during the year exceeding the limits prescribed under Section 186 of the Companies Act, 2013.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 an arms length basis, during the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. A statement, in summary form, of transactions with related parties in ordinary course of business and arms length basis is periodically placed before the audit committee for review.
The policy on materiality of related party transactions and dealing with related party transactions as approved by the board is uploaded on the website of the Company.
Disclosures as required under Indian Accounting Standards (Ind AS-24) have been made in the financial statements of the Company, enclosed with this report.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Boards report.
20. BUSINESS RISK MANAGEMENT
The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The Risk Management Committee constituted by the Board comprises of Shri R K Garg, Shri Dheeraj Garg and Shri Surinder Kansal as members. The Committee has formulated the Risk Management Policy which was subsequently approved by the Board of Directors. The Risk Management Policy may be accessed on the website of the Company at http://www.indianacrylics.com
21. AUDITORS: a. Statutory Auditors :
As per the Provisions of Section 139 of Companies Act, 2013, M/s AKR & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2022 (subject to ratification of their appointment at every AGM).The Company has received a certificate from them pursuant to Companies (Audit & Auditors) Rules 2014 read with Section 139 & 141 of the Companies Act, 2013, confirming their eligibility for reappointment, and that they were not disqualified for reappointment.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
b. Secretarial Auditor :
M/s S.K. Sikka & Associates, practicing Company Secretaries, Chandigarh, was appointed as Secretarial Auditor & his report in Form No. MR-3 under Section 204 of the Companies Act for the Financial Year 2018-19 is attached & forms part of this Report .
c. Cost Auditor :
As per provisions of Section 148 of the Companies Act, 2013 the Board of Directors of your Company has recommended M/s Aggarwal Vimal & Associates, Cost Auditor, to be re-appointed as a Cost Auditor for the Financial Year 2018-19, subject to ratification of his appointment and remuneration by the Shareholders in the forthcoming Annual General Meeting.
d. Internal Auditor :
Pursuant to provisions of Section 138 of the Companies Act, 2013, the Company has appointed Mr. Manoj Kumar (ICWA), to conduct internal audit of the functions and activities of the Company and maintain internal control systems of the Company.
22. AUDITORS REPORT
The Statutory and Secretarial Auditors Reports are self explanatory and require no comments.
23. LISTING OF SHARES
Equity shares of the Company are listed on BSE Limited and Listing fee has already been paid in pursuance to Regulation 14 of SEBI (LODR) Regulations, 2015.
Effective from 25th September 2000, the equity shares of your Company are being compulsorily traded in dematerialized form. As on 31st March 2019, a total of 1261 lacs equity shares, representing 93.22% of equity share capital, have been dematerialized and 29332 shareholders are holding shares in dematerialized form.
All the assets of the Company have been adequately insured.
26. PARTICULARS OF EMPLOYEES
Relations with the employees continued to be peaceful and harmonious during the period under review.
27. PERSONNEL & RELATED DISCLOSURES
Your Company continues to lay emphasis on continued qualitative growth of its human resources by providing a congenial and conducive work environment in consonance with its belief that the real strength of its organization lies in its employees. The particulars required under Section 197 read with Rule 5 (1), 5 (2) & 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including statement of employees receiving salary of Rs.102 lakh. per annum or Rs. 8.50 lakh per month or more during the Financial Year 2018-19, are annexed hereto and forms part of this report.
28. INDUSTRIAL RELATIONS
Industrial relations continued to be cordial during the year under review.
29. HEALTH, SAFETY AND ENVIRONMENT PROTECTION
Our Company has complied with all the applicable health & Safety standards, environment laws and labour laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. Our Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees to provide a Safe & healthy work environment to all its employees.
30. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2018-19, the Company has not received any complaint on sexual harassment and hence no complaints remain pending as of 31st March, 2019.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The optimal utilization of energy remained a major focus area and a number of steps were taken in this direction. The information required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached hereto and forms part of this report.
32. GENERAL DISCLOSURE:
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Issue of equity shares with differential rights to dividend, voting or otherwise. 2. Details relating to deposits covered under Chapter V of the Act. 3. No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statements relate and the date of this report.
4. No significant/material orders have been passed by any Regulator/ Court/ Tribunal which could impact the going concern status & future operations of the Company. 5. No change in nature of Business of the Company. 6. No unclaimed Dividend is required to be transferred to Investor Education and Protection fund.
Your Directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial Institutions & Bankers and Investors for their continued and valuable co-operation and support to the Company. Your Directors express their deep appreciation for the devoted and sincere efforts put in by the employees at all levels of operations in the Company during the year. The Company feels confident of continued cooperation and efforts from them in future also.
|On Behalf of the Board of Directors|
|Place: Chandigarh||(ALOK GOYAL)||(R.K. GARG)|
|Dated: 30 th April, 2019||Executive Director||Managing Director|
|DIN : 08049515||DIN : 00034827|