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To the Members,
Your Directors have pleasure in presenting the 27th Annual Report together with the Audited Accounts of the Company for the year ended, 31st March, 2019.
The working of the company during the year under review has been highlighted below:
1. FINANCIAL RESULTS
|(र in Lakhs)|
|Current Year ending 31.03.2019||Current Year ending 31.03.2018|
|Sales & Other Income||15,799.42||10,269.06|
|Operating Profit -before Interest, Depreciation & Tax||961.50||784.50|
|Interest & Finance Charges||228.15||281.11|
|NET PROFIT BEFORE TAX||295.10||138.81|
The Company has not transferred any amount to the reserves during the current year except the surplus in the Statement of Profit & Loss for the year ended on 31.03.2019, which has been carried over in the Balance Sheet. Sales and Other Income for the year was 157.99 crores as against र 102.69 crores in the previous year.
During the year Sales and other income have increased from 102.69 crores to र 157.99 crores. Net Profit before tax increased from 138.81 Lakhs to 295.11 Lakhs. Production has increased from 21,918.78 M.T. to 30,791.97 M.T.
Authorized Share Capital of the Company is र 17,50,00,000/- divided into 1,75,00,000 Equity Shares of र 10/- each and Issued, Subscribed and Paid-up Capital of the Company is 14,00,00,000/- divided into 1,40,00,000 Equity Shares of र 10/- each. There was no change in the Share Capital during the year.
For making proper Composition of Board of Directors as per SEBI (LODR) Regulations, 2015 Mr. Sandeep Jain (Managing Director cum CEO) gave his resignation as Chairman of the board on 29.09.2018 and Mr. Rachit Jain (Independent Director) was appointed as Chairman of the Board with effect from 10/10/2018 and as the requirement of the composition to the board is being fulfilled by appointment of Mr. Sourabh Mathur as independent director on the board wef 14.2.2019, Mr. Sandeep Jain was again appointed as the Chairman w.e.f 30.05.2019 and Mr. Rachit Jain gave his resignation as Chairman wef same date.
The Directors do not recommend any dividend for the year under review.
During the year, the Company has not accepted any deposits from the public falling within the purview of section 73 of the Act, read with the (Companies Acceptance of Deposits) Rules, 2015.
Particulars of loans, guarantees or investments
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.
Transfer to General Reserve
The Company have not transferred any amount to the reserves during the current year except the surplus in the statement of profit and loss for the year ended on 31.03.2019, which has been carried over in the Balance Sheet.
Subsidiaries, Associate Companies
There is no Subsidiaries or Associate Company as on 31st March 2019. So there is no requirement of statement in FORM AOC-1, under section 129(3) rule 5 of the Companies (Accounts) Rules, 2014.
Particulars of contracts or arrangements made with related parties
Particulars of all contract or arrangements with referred partner (related parties) referred to in the section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as Annexure B of the Boards Report. Disclosures of transactions with Related Parties can be seen in Note No. 29 of the Notes to the Financial Statements.
Material changes and commitments affecting the financial position between the end of the financial year and date of report
There have been no material changes and commitments affecting the financial position between the end of the financial year and date of the report.
Nomination and Remuneration Policy
As Company is covered under sub-section (1) of section 178, Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence is formulated and annexed as "Annexure-F".
Mrs. Anju Jain retired from office by rotation and being eligible offered herself for re-appointment and was reappointed in the annual general meeting held on 28.09.2018.
Shreholders approval was taken for the appointment of Mr. Pradeeep Kumar Rajput in the meeting held on 28.09.2018 with effect from 23/11/2017.
Shareholders approval was taken by Special Resolution for appointment of Mr.Sushil Kumar Tyagi, Mr. Rachit Jain, Mr. Sanjeev Kumar Jain in AGM held on 28.09.2018 for their 2nd term of 5 years as Independent Directors with effect from 01/04/2019.
Mr. Sourabh Mathur was appointed as Additional Independent Director by the Board in their meeting held on 14/11/2019 till next AGM subject to the approval of members in the ensuing AGM for 5 years with effect from 14/11/2019.
Extract of Annual Return
The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C.
Number of Meetings of the Board
The Board met 10 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report.
Composition of Audit Committee of the Board is provided in the Corporate Governance Report, which forms part of the Annual Report. All the recommendations made by the Audit Committee were accepted by the Board.
Declaration by Independent Director
The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013
Directors responsibility statement as required under Section 134(3)(c) of the Companies Act, 2013
Pursuant to the requirement under section 134(3)(c ) of the Companies Act, 2013 with respect to directors responsibility statement, it is hereby confirmed that:
- In preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed.
- 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the Statement of Profit & Loss of the Company for the period.
- The directors have taken proper and sufficient care towards 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.
- The directors have prepared the annual accounts on-going concern basis.
- The directors have laid down internal financial controls, which are adequate and are operating effectively.
- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
Internal Financial Control System
Companies Internal Financial Control System is designed to help and ensure the effectiveness and efficiency of operations, proper financial reporting and compliance of laws and regulations. The Company have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Companies Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
Internal Auditor is appointed who along with the audit committee formulates the system and ensures the effectiveness and adequacy of the system.
Evaluation of Board, Committee and Directors
Pursuant to the Provisions of the Act and SEBI (LODR) Regulations, 2015, the Board have carried out the evaluation of its own, committees and directors. The manner has been detailed in the corporate governance report.
M/s Anil Sood & Associates, Chartered Accountants (Registration Number-004985N) acted as statutory auditors.
The remarks as contained in the auditors report read with Notes forming part of the accounts are self-explanatory
Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 are made and maintained by the Company.
H.Tara & Co. were appointed as Cost Auditors for conducting Cost Audit for the year 2018-2019 They (Cost Accountants) were also appointed as Cost Auditor for the year 2019-2020.
Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company have appointed PDS & Co., Practicing Company Secretaries, to undertake the secretarial audit of the Company for the year 2019-2020. The Secretarial Audit Report done by PDS & Co. for the year 2018-2019 is annexed herewith as "Annexure-G ".
M/S Pundir & Associates (Chartered Accountants) were appointed as Internal Auditors of the Company for the year 2019-2020. The name of their firm changes to M/S VPSJ & Co. which is been taken note of by the Board of Directors.
Managerial Remuneration and Particulars of employees
The information required under section 197(12) of the Companies Act,2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure-D". The information required under section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to our Company as there is no employee getting remuneration as prescribed in the rule.
Company has implemented an integrated risk management approach through which it review and assess significant risks on a regular basis to help ensure that there is a robust system of risk control and mitigation.
Senior Management periodically reviews this risk management framework to keep updated and address emerging challenges.
Major risk identified for the Company by the management is price of raw-materials and fuel, Currency Fluctuation, Compliance, financing. The management is of the view that none of the above risks may threaten the existence of the Company as risk mitigation process is put in place to ensure that there is nil or minimum impact on the Company in case any of these risk materialize.
The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employee and directors to report genuine concerns and irregularities, is any in the Company noticed by them. The policy is annexed as "Annexure-E".
Corporate Social Responsibility
Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility does not apply to your Company as your Company is below the threshold limit applicable for the same.
Corporate Governance Report and Management Discussion and analysis
In terms of the provisions of SEBI (LODR) Regulations, 2015, Corporate Governance Report is annexed as Annexure-H, and the Managements discussion and analysis is annexed as Annexure-I.
Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act,2013, read with the Companies (Accounts) Rules, 2014 are enclosed as Annexure-A to the Boards Report.
Sexual Harassment of Women at Workplace
Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 No such incidence of sexual harassment of women was reported during the year 2018-2019.
Your Directors would like to express their thanks to banks for their co-operation and assistance from time to time. The directors would also like to record appreciation to the members of staff and workers, who despite of constraints have been working hard for the company and are maintaining cordial relations.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
PLACE : NEW DELHI
DATED :8th AUGUST, 2019