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Your Directors have pleasure in presenting the 33rd Annual Report of the Company along with the Audited Financial Statements for the year ended March 31, 2018.
FINANCIAL HIGHLIGHTS :
The performance during the period ended 31st March, 2018 has been as under:
(Rs. in Lacs)
As at March 31, 2018
As at March 31, 2017
|Profit Before, Interest,|
|Depreciation and Tax||
|Provision For Taxation|
|(Deferred & Current Tax)||
|Profit after Taxation||
During the year under review your Company has earned net revenue of Rs. 2403.39 Lacs as against Rs. 1790.19 Lacs in the previous year. The Profit before finance cost and depreciation amounted to Rs. 284.56 Lacs as against Rs. 211.19 Lacs in the previous year. Profit before tax during the year worked out to Rs. 137.05 Lacs as compared to Rs. 48.40 Lacs in the previous year.
In view of meagre profit earned for the year under review, your Directors do not recommend any dividend.
INDIAN ACCOUNTING STANDARD (IND AS):
The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. Hence, previous years figures have been regrouped and reclassified, wherever considered necessary to confirm the figures represented in the current period.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business during the financial year 2017-18.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
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.
DETAILS OF 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 2017-18 no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.
MANAGEMENT DISCUSSION AND ANALYSIS:
A. Industry Structure and Developments:
The Companys main business was to manufacture organic intermediates which a reused in pharmaceuticals, agro and specialty chemical industries.
B. Opportunities and Threats:
Due to specialized technology involved, the possibility of further competition is minimal. However, lack of large market is its limitation.
Your Company believes that it has a competitive edge in the market as the Company delivers timely and quality products to its customers. The Company has long standing relationship with many of its customers and vendors. The Company also believes that the real strength of the Company lies with its employees and they are the assets of the Company.
In spite of various restrictions as per environmental laws, the Company has successfully utilized the existing capacity in compliance with those laws.
Your Company is continuously working on strengthening the business. Your Company has been successfully executing major orders from various customers and it has been enjoying the confidence of all customers with repeat orders. Your Company has been making consistent efforts for improving margins in majority products by reducing the various costs. The results of these initiatives are expected to improve the overall profitability of the Company further during the coming years.
E. Risks & Concerns:
Continuous upward trend in crude oil prices affecting raw material cost and depreciated rupee has also increased price of imported products.
F. Internal Control Systems and their Adequacy:
The Company has an adequate system of internal control to ensure compliance with policies and procedures. The internal audit is done by an independent firm of Chartered Accountants. Internal audits are regularly carried out to review the internal control systems. The internal audit reports along with recommendations contained therein are reviewed by the Audit Committee of the Board.
G. Human Resources / Industrial Relations Fronts:
The Company had cordial relations with its employees and all problems were solved across the table in a very congenial atmosphere. Your Directors wish to place on record their appreciation to all its employees for their sustained efforts and valuable contribution.
Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in connection with Corporate Governance are not applicable to the Company, since the paidup capital of the Company is less than Rs. 10 Crore and Net Worth of the Company is below Rs. 25 Crore.
EXTRACT OF ANNUAL RETURN :
The detail forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure "A" and forms an integral part of this Report.
A calendar of Meetings was prepared and circulated in advance to the Directors. The Board met six times in the Financial Year 2017-2018. The Meetings were held on May 30, 2017, August 12, 2017, September 28, 2017, November 14, 2017, January 25, 2018 and March 31, 2018. The interval between two Meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and Regulation 17(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013.
(a) that in the preparation of the annual accounts for the year ended March 31, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures; if any; (b) that 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 March 31, 2018 and of the profit of the Company for the year ended on that date; (c) that the Directors had taken proper and sufficient care 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) that the Directors had prepared the annual accounts on a going concern basis;
(e) that the Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) that 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.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and the Listing Regulations.
EVALUATION OF THE BOARDS PERFORMANCE:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees. The Board of Directors expressed their satisfaction with the evaluation process.
BOARD OF DIRECTORS:
The Company has a judicious combination of Executive and Non-Executive Directors. As on March 31, 2018, the Board comprised of 5 Directors out of which two are Executive Directors and three are Independent Directors. The Chairman of the Board is an Executive Director.
As per the applicable provisions of the Companies Act, 2013, Shri B V Retarekar is liable to retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, has offered himself for reappointment. The Board re commends his reappointment at the ensuing Annual General Meeting for your approval.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure "B".
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies Accounts) Rules, 2014, is given in the Annexure "C" to this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.
(A) STATUTORY AUDITOR:
Members of the Company at the Annual General Meeting (AGM) held on September 28, 2017, approved the appointment of M/s. Sanjay Soni & Associates, Chartered Accountants, as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 32nd Annual General Meeting held on September 28, 2017 until the conclusion of 37th Annual General Meeting of the Company to be held in the year 2022. M/s. Sanjay Soni & Associates, Chartered Accountants has audited the book of accounts of the Company for the Financial Year ended March 31, 2018 and has issued the Auditors Report thereon. There are no qualifications or reservations or adverse remarks or disclaimers in the said Report.
In terms of the provisions relating to statutory auditors forming part of the Companies (Amendment) Act, 2017, notified on May 7, 2018, ratification of appointment of
Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors. However, M/s. Sanjay Soni & Associates, Chartered Accountants has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2019 and accordingly they will continue to be the Statutory Auditors of the Company for Financial Year ending March 31, 2019.
(B) SECRETARIAL AUDIT:
A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. Vijay Bhatt & Co., Company Secretaries. The Secretarial Auditors Report is attached as Annexure "E". There are no qualifications or observations or remarks made by the Secretarial Auditor in their Report.
The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.
Your Company does not have any subsidiary /subsidiaries within the meaning of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall within the purview of Section 135 of the Companies Act, 2013.
The Company has not accepted any fixed deposits and accordingly no amount was outstanding as on the date of the Balance Sheet.
During the year under review, the Company has neither issued any securities nor has taken any Corporate Action for cancellation of issues securities, hence, there is no change in share capital structure of the Company.
PA RTICU LARS OF LOAN S, GUARAN TEES A ND INVESTMENTS:
The Company has not given any loans or guarantees or made any investments as per Section 186 of the Companies, Act 2013.
DISCLOSURE UN DER RU LE 5 OF COMPAN IES (APPOINTMENT & REMUNERATION) RULES, 2014:
Disclosures required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed as Annexure "D".
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE ( PREVENTION , PROHIBITION & REDRESSAL) ACT, 2013:
The Company has safe and healthy work environment that enables its employees to work without fear, prejudices, gender bias and sexual harassment and also set up guideline in line with the requirement of The Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. During the financial year 2017-18, no complaint was received under the policy.
Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels. Your Directors also wish to thank its customers, suppliers, investors and bankers for their continued support and faith reposed in the Company.
PLACE : VADODARA
DATE : 29.05.2018