To,
The Members of
INOX Air Products Private Limited
Dear Member,
Your Directors take pleasure in submitting their 55th Annual Report together
with the Audited Accounts of the Company for the year ended 31st March, 2018.
1. FINANCIAL SUMMARY AND THE STATE OF COMPANYS AFFAIRS
Given below is the financial performance of your company as reflected in the Audited
Accounts for the year ended 31st March, 2018.
|
|
|
(Rs. in Lakhs) |
|
Consolidated |
Standalone |
|
2017-2018 |
2016-2017 |
2017-2018 |
2016-2017 |
| Revenue from Operations (including Excise duty) |
139196.36 |
145160.38 |
139196.36 |
145160.38 |
| Other Income (excluding profit on sale of assets) |
4319.18 |
3832.19 |
5819.18 |
4132.19 |
| Total Income |
143515.54 |
148992.57 |
145015.54 |
149292.57 |
| Operating profit before Interest and |
|
|
|
|
| Depreciation (EBITDA) |
60791.55 |
58622.90 |
61178.28 |
58080.07 |
| Finance Cost |
6657.00 |
7311.02 |
6657.00 |
7311.02 |
| Depreciation |
14416.52 |
13343.24 |
14416.52 |
13343.24 |
| Amortisation of leasehold land |
35.92 |
21.11 |
35.92 |
21.11 |
| Impairment provision |
1407.68 |
50.67 |
1407.68 |
50.67 |
| Profit on Sale of Assets |
653.05 |
42.52 |
653.05 |
42.52 |
| Share of profit of Joint Venture |
1113.27 |
842.83 |
0.00 |
0.00 |
| Profit before Tax |
38730.02 |
38143.09 |
39116.75 |
37600.26 |
| Less: Provision for taxation |
13218.87 |
12727.59 |
13025.15 |
12585.03 |
| Profit after Tax |
25511.15 |
25415.50 |
26091.60 |
25015.23 |
| Add/ (Less) : Other Comprehensive Income |
128.46 |
(133.21) |
128.46 |
(133.21) |
| Total Comprehensive Income for the year |
25639.61 |
25282.29 |
26220.06 |
24882.02 |
2. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance with Indian
Accounting Standards ("Ind AS") notified under section 133 of the Companies Act,
2013, read together with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015
and are presented in Annual Report.
3. DIVIDEND
Your Company has recommended a dividend of Rs 5/- per equity share for the year ended
31st March, 2018. Members are requested to confirm the same.
4. PROJECTS/ STATE AFFAIRS OF COMPANY
The following projects are under implementation:
1. 200 TPD Air Separation Unit at Sriperumbudur (Chennai), Tamilnadu
2. 200 TPD Air Separation Unit at Chakan (Pune), Maharashtra
3. 200 TPD Air Separation Unit at Simej (Ahmedabad), Gujarat
4. 200 TPD Air Separation Unit at Barjora, West Bengal
5. 200 TPD Air Separation Unit at Palakkad, Kerala
6. 200 TPD Air Separation Unit at Modinagar, Uttar Pradesh
5. BOARD MEETINGS
During the year 1st April, 2017 to 31st March, 2018 five meetings
of the Board of Directors were convened and held on 5th May, 2017, 21st
June, 2017, 11th August, 2017, 7th December, 2017 and 9th February,
2018.
The 54th Annual General Meeting of the Company was held on 29th
September, 2017.
6. DIRECTORS
There has been no change in the Board of Directors or the Committee of the Board of
Directors during the financial year ending 31.03.2018.
7. KEY MANAGERIAL PERSONNEL (KMP)
The following Directors/Officials continue to be designated as the Key Managerial
Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:
Mr. P.K.Jain – Managing Director, Mr.Siddharth Jain– Whole-time Director, Mr.
Surendra Choudhary – Chief Financial Officer.
During the year under review Mr. Narendra Mehra, Company Secretary of the Company has
resigned from the Company with effect from 30.09.2017 and Mr.Vinit Shukla was appointed as
Company Secretary and Key Managerial Personnel of the Company with effect from 01.10.2017
. There is no other change in other Key Managerial Personnel of the Company.
8. AUDIT COMMITTEE
The Company has in place an Audit Committee of the Board of Directors comprising of Mr.
P.K. Jain, Mr. Richard John Boocock, Mr. David John Leney and Mr. Siddharth Jain. The
Audit Committee met five times during the year on 5th May, 2017, 21st
June, 2017, 11th August, 2017 , 7th December, 2017 and 9th
February, 2018.
9. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to requirement under section 134(3)(c) of the Companies Act, 2013 with respect
to Directors Responsibility Statement, your Directors would like to confirm that;
(i) in the preparation of the annual accounts, the applicable Accounting Standards have
been followed and there are no departures from the requirements of the Accounting
Standards.
(ii) the Directors have 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 of the Company for that period.
(iii) the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities.
(iv) the Directors have prepared the annual accounts on a going concern basis.
(v) the Directors have devised systems to ensure compliance with all applicable laws
and such systems were adequate and operating effectively.
10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
As on March 31, 2018, there are no outstanding loans or guarantees covered under the
provisions of Section 186 of the Act. The particulars of investments made are provided in
the Financial Statements of the Company.
11. SUBSIDIARY COMPANIES, JOINT VENTURES OR ASSOCIATE COMPANIES
Subsidiary Companies and Associate Companies - NIL
Joint Ventures - Bellary Oxygen Company Private Limited.
The joint venture company is engaged in the manufacture and supply of industrial and
medical gases.
The Report on the highlights of performance and financial position of the Joint Venture
Company in Form No. AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of
the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 along with the
contribution of the Joint Venture Company to overall performance of the Company during the
year in terms of Rule 8 of Companies (Accounts) Rules, 2014 is annexed to this Report .
12. DEPOSITS
Your Company has neither invited nor accepted any deposits from the public during the
year ended 31st March, 2018. There are no unclaimed or unpaid deposits as on
March 31, 2018.
13. AMOUNT, IF ANY, WHICH IS PROPOSED TO CARRY TO ANY RESERVES
The Board proposes to transfer an amount of Rs. 20,000 lakhs to the General Reserve
Account, out of the profits of the financial year ended as on March 31, 2018.
14. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY WHICH IN THE
OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY
The Company has in place a mechanism to inform the Board about the risk assessment and
minimisation procedures to review key elements of risks, viz, Regulatory and Legal,
Competition and Financial involved and measures taken to ensure that risk is controlled by
means of a properly defined framework. In the Boards view, there are no material risks,
which may threaten the existence of the Company.
15. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF
SECTION 188 IN THE PRESCRIBED FORM
All Related Party Transactions entered during the year were in the Ordinary Course of
Business and on Arms Length basis. The Audit Committee has approved all related party
transactions for FY 2017-18. No Material Related Party Transactions, i.e. transactions
exceeding ten percent of the annual turnover as per the last audited financial statements,
were entered during the year by your Company. Accordingly, the disclosure of Related Party
Transactions to be disclosed under section 134(3)(h) of the Companies Act, 2013, in Form
AOC – 2 is not applicable.
16. AUDITORS
(A) Independent Auditors
M/s. Kulkarni and Company, (Firm Regn. No. 140959W) Chartered Accountants were
appointed as Auditors of the Company, for a term of 5 (Five) years at Annual General
Meeting of the Company held on 29th September, 2017. As per earlier provisions
of Section 139 of the Companies Act, 2013, the Appointment was to be ratified by the
members at every Annual General Meeting.
However In accordance with Companies (Amendment) Act, 2017 enforced on 7th
May, 2018 by Ministry of Corporate Affairs, the appointment of statutory auditors is not
required to be ratified at every Annual General Meeting. M/s. Kulkarni and Company have
confirmed that they are not disqualified from continuing as Auditors of the Company.
(B) COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company
is required to be audited. The Company has appointed M/s Dhananjay V. Joshi &
Associates to audit cost accounts of the Company for Financial Year 2018-19 on a proposed
remuneration of Rs.5,00,000/-. As required under the Companies Act, 2013, the remuneration
payable to the Cost Auditor is required to be placed before the Members in a General
Meeting for their ratification. Accordingly, a resolution seeking Members ratification
for the remuneration payable to M/s Dhananjay V. Joshi & Associates, Cost Auditors is
included in the Notice convening the Annual General Meeting.
17. APPOINTMENT OF INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013 and Rules made thereunder the
Company has appointed M/s. T R Chadha & Co. LLP, Chartered Accountants and M/s. Shanti
Prashad & Co., Chartered Accountants as Internal Auditors for Financial Year 2018-19.
18. EXPLANATIONS OR COMMENTS BY THE BOARD ON AUDITORS REPORT
The Notes on Financial Statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments. The Auditors Report does not
contain any disqualification, reservation, adverse remark or disclaimer.
19. PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 197 of the Companies Act, 2013 read with
Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
details in respect of employees of the Company will be provided on request. In terms of
Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the
Members of the Company excluding information on employees particulars which is available
for inspection by the Members at the Registered Office of the Company during business
hours on working days of the Company up to the date of the ensuing Annual General Meeting.
If any Member is interested in obtaining a copy of the said annexure, may write to the
Company Secretary at the Registered Office of the Company.
20. VIGIL MECHANISM
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed there
under are implemented through the Companys Whistle Blower Policy to enable the Directors
and employees of the Company to report genuine concerns for matters prescribed and also to
provide for adequate safeguards against victimisation of persons who use such mechanism.
The policy also makes provision for direct access to the Chairman of the Audit Committee.
During the year no complaints/communications were received by the Company/Audit
Committee under the above policy.
Whistle Blower Policy of the Company is available on the Companys website
www.inoxairproducts. com.
21. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013
The Company has in place Prevention of Sexual Harassment of Women at Workplace Policy
in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Committee (IC) has been set up to redress
complaints received regarding sexual harassment. During the year no complaints have been
received under the above policy.
22. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013 read with Rule
12 of the Companies (Management & Administration) Rules, 2013, the extract of Annual
Return as provided in Form No. MGT -9 is annexed to this report.
23. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
The Corporate Social Responsibility (CSR) Committee of the Company comprises of Mr.
P.K.Jain, Managing Director, Mr. Richard John Boocock, Director and Mr. Siddharth Jain,
Whole-time Director of the Company. The CSR Policy of the Company is disclosed on the
website of the Company which can be viewed at www.inoxairproducts.com. The report on CSR
activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to
this Report.
24. PERSONNEL RELATIONS
Your Company continues to maintain cordial relations with employees.
25. INSURANCE
All the properties and insurable interest of the Company including Building, Plant and
equipments and Stocks are adequately insured.
26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENT RELATE AND THE DATE OF REPORT
There are 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 this report.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the year under review there has been no orders passed by the regulators or
courts or tribunals that would impact the ongoing business of the Company and/or its
operation in future.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Information in respect of conservation of energy, technology absorption, foreign
exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules , 2014, in the manner prescribed is annexed to
this report.
29. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the year under
review.
30. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls commensurate with its size and
nature of its business. The Board has reviewed internal financial controls of the Company
and the Audit Committee monitors the same.
31. VOTING RIGHTS
The Company has not provided monies to any scheme for purchase of or subscription for,
fully paid up shares in the company for the benefit of the employees of the company as
provided for in Section 67 of the Companies Act, 2013. As such no disclosures of the
nature as specified in the proviso to the said Section are required.
32. ACKNOWLEDGEMENT
Your Directors place on record their appreciation and gratitude to the Employees and
Bankers for their continued support and co-operation.
|
On behalf of the Board of Directors |
|
P.K. JAIN |
RICHARD JOHN BOOCOCK |
|
MANAGING DIRECTOR |
DIRECTOR |
| Mumbai, 26th June, 2018 |
|
|
+91-9892691696
