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The Board of Directors hereby submits the report of the business and operations of your Company (the Company or Solar), along with the Audited Financial Statements, for the financial year ended on March 31, 2019. The consolidated performance of the Company and its subsidiaries has been referred to whenever required.
1. Financial Results
The Companys financial performance for the year ended on 31st March, 2019 is summarised below.
( Rs in Crores)
|Year ended 31.03.2019||Year ended 31.03.2018||Year ended 31.03.2019||Year ended 31.03.2018|
|Net Revenue from operations|
|(Including Other Income)||1684.44||1323.58||2476.29||1963.57|
|Operating profit (PBIDT)||334.39||245.74||516.66||423.65|
|Profit before Depreciation & Tax (PBT)||322.47||231.51||466.79||390.93|
|Profit before Tax & Exceptional item||293.54||205.42||407.90||339.64|
|Less: Exceptional item||6.05||-||6.05||-|
|Profit before Tax||287.49||205.42||401.85||339.64|
|Less: Provision for Taxation||96.02||71.16||125.05||106.05|
|Profit after Tax||191.47||134.26||276.80||233.59|
|Other Comprehensive Income||(0.18)||(1.02)||(47.25)||7.98|
|Share of profit transfer to minority||-||-||8.76||13.56|
|Net Profit (after minority interest)||191.29||133.24||220.79||228.01|
|Balance brought forward||296.06||240.51||470.62||369.78|
|Balance available for appropriation||487.35||373.75||691.41||597.79|
|Tax On Dividend||11.16||5.52||11.16||5.53|
|Other Comprehensive Income||-||-||40.82||(7.46)|
|Balance Profit Carried To Balance Sheet||362.14||296.06||573.99||470.62|
|Earning Per Share (EPS)||21.16||14.84||28.91||24.37|
Results of Operation
During the financial year ending on March 31, 2019 the Company achieved turnover of RS 1663.22 Crores as against turnover of RS 1305.35 Crores achieved during the previous year, which is a significant increase in turnover by 27.42 %.
The Profit After Tax (PAT) for the financial year 2018-19 is RS 191.47 Crores against RS 134.26 Crores in the previous year 2017-18.
Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax stood at H 334.39 Crores as against RS 245.74 Crores in the previous year.
Earnings Per Share as on March 31, 2019 is RS 21.16 vis a vis against RS 14.84 as on March 31, 2018.
The net worth of the Company has increased and stands at to RS 885.05 Crores in the fiscal year 2019 from RS 759.21 Crores at the end of fiscal year 2018.
During the financial year ending on March 31, 2019 the Company achieved turnover of RS 2461.57 Crores as against turnover of RS 1951.47 Crores achieved during the previous year, which is a significant increase in turnover by 26.14 %.
The Profit After Tax (PAT) after transferring the share of profit of Minority Interest for the financial year 2018-19 is RS 261.61
Crores against previous year RS 220.55 Crores in 2017-18.
Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax stood at RS 516.66 Crores as against RS 423.65 Crores in the previous year.
Earnings Per Share as on March 31, 2019 is RS 28.91 vis a vis against RS 24.37 as on March 31, 2018.
The net worth of the Company has increased and stands at to RS 1238.33 Crores in the fiscal year 2019 from RS 1083.86
Crores at the end of fiscal year 2018.
2. Transfer to Reserves
The Company has transferred RS 91.80 Crores to the general reserve out of the amount available for appropriations and an amount of RS 573.99 Crores is proposed to be retained in the statement of profit and loss.
Based on the Companys performance, the Directors have recommended a payment of RS 7/- (Rupees seven only) per equity share of the face value of RS 2/- (Rupees two only) each as final dividend for the FY 2018-19, for the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The dividend paid for FY 2017-18 was RS 6/- (Rupees six only) per equity share of the face value of RS 2/- (Rupees two only).
The dividend on equity shares including dividend tax for the FY 2018-19 would aggregate to RS 76.36 Crores resulting in payout of 29.19 % of the unconsolidated profits of the Company.
The dividend declared and/or paid by the Company for the FY 2018-19, is in compliance with the Dividend Distribution Policy. The Dividend Distribution Policy of the Company is set out as is also uploaded on the Companys website https://www.solargroup.com/Uploads/Files/Investors/policies/PDD.pdf
4. Material Changes between the date of the Board Report and end of Financial Year
There have been no 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 statements relate and the date of the report.
During the year the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
6. Credit Ratings
Given below are the ratings given to the Company by CRISIL during the year under review:
|1.||Long Term Borrowings||CRISIL AA/ Positive (Reaffirmed)|
|2.||Short Term Borrowings||CRISIL A1+ (Reaffirmed)|
|3.||Commercial Paper||CRISIL A1+|
The ratings reflect SIILS strong market position, good operating efficiencies (backed by prudent raw material procurement policies and backward integration), and strong debt protection measures. To arrive at its ratings, CRISIL has combined SIILs financial and business profiles with those of its subsidiaries.
7. Particulars of Loan, Guarantees or Investments with Related Parties
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming a part of this annual report.
8. Subsidiaries and Associates
As a purposeful strategy, your Company carries all its business operations through several subsidiaries and associate companies which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of a majority stake in existing enterprises.
During the year under review:
1. Information on newly incorporated Subsidiary and acquisition during the year.
Keeping pace with the strategy of selective internationalisation, the company has set up a step-down subsidiary company in Zimbabwe (through Solar Overseas Mauritius Limited) named Solar Nitro Zimbabwe (Private) Limited which was Incorporated on October 10, 2018.
During the year under review the Company has acquired 49% stake of Astra Resources (Pty) Limited through its step down subsidiary Company Solar Industries Africa Limited (Mauritius).
2. Information of the Subsidiary liquidated and in the process of liquidation during the year.
In continuation of the efforts to realign the group structure and consolidate the multi layered structure, Solar Industrias Mozambique LDA a step down subsidiary of the Company was liquidated on October 18, 2018 and Solar Explochem (Ghana) Limited a step down subsidiary of the Company is under the process of Liquidation.
9. Audited Financial Statements of the Companys Subsidaires
The Board of Directors of your Company at its meeting held on May 09, 2019, approved the Audited Consolidated Financial Statements for the FY 2018-19 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2018-19, have been prepared in compliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 requirement.
A report on the performance and financial position of each of subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 forms part of this Annual Report.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.solargroup.com These documents will also be available for inspection during business hours at registered office of the Company.
10. Share Capital
The paid up Equity Share Capital as on March 31, 2019 was RS 18.09 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
11. Corporate Governance
In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "Listing Regulations"). A separate section on corporate governance along with a certificate from the auditors confirming compliance is annexed and forms part of this Annual Report.
12. Risk Management
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Currently, the Companys risk management approach comprises of the following:
A. Risk Identification
B. Risk Assessment
C. Risk Treatment and Mitigation
D. Risk Control and Monitoring
Solars risk assessment matrix is used as the benchmark in planning and implementing the risk management measures.
It takes into consideration the nature, scale and complexity of the business. A detailed note on the risks is included in the Management Discussion and Analysis forming part of the Annual Report and the details of Risk Management Committee and its frequency of meetings are included in the Corporate Governance Report.
13. Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provision of the Companies Act, 2013 read with the IEPF Authority (Accounting , Audit, transfer and Refund) Rules, 2016 (the Rule), all the unpaid and unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of Seven Years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the Shareholder for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly the Company has transferred the unclaimed and unpaid dividends of RS 72,053.
Further, Five corresponding shares were transferred as per the requirements of IEPF rules. The details of Investor Education and Protection Fund (IEPF) are included in the Corporate Governance Report.
14. Board Diversity
Your Company has laid down well-defined criteria for the selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management. There has been no change in the policy since last fiscal.
15. Declaration by Independent Directors
The Independent Directors have given declarations that they meet the criteria of independence, as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16. Board Meetings
During the year Five Board Meetings were convened and held on May 11, 2018, July 30, 2018, October 29, 2018, January 31, 2019 and March 30, 2019. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
17. Board Committees & Its Meetings
The Board of the Company has total Five Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The details of composition and committee meetings during the year are given in the Corporate Governance Report which is a part of this Annual Report.
18. Internal Financial Control and its Adequecy
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, Safeguarding its assets, prevention and detection of frauds, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
19. Reporting of Frauds
During the year under review , neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee Under Section 143(12) of the Companies Act, 2013, any instances of the fraud committed by the Company, its officers and employees, the details of which would need to be mentioned in the Board Report.
20. Secretarial Standards
The Directors state that applicable Secretarial Standards, i.e SS-1 and SS-2 relating to the Meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.
21. Significant and Material Order
There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and the Companys operation in future.
22. Vigil Mechanism
The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at the link https://www.solargroup.com/Uploads/Files/Investors/policies/WBP.pdf
23. Policy on Sexual Harassment of Women at Workplace
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under the said policy. During the financial year under review, the company has not received complaints of sexual harassment from any of the women employee of the company.
24. Directors and Key Managerial Personnel
a. Directors Retiring by Rotation
In terms of Articles of Association of the Company and as per Section 152(6) of the Companies Act, 2013 provides that 2/3rd of the Board of Directors is considered to be Directors liable to retire by rotation, of whicRs 1/3rd shall retire at every Annual General Meeting of the Company as per Section 152(6) (e) of the Companies Act, 2013 and the Company shall have an option to re-appoint the retiring Director or appoint someone else in his place.
This year Shri Kailashchandra Nuwal (DIN: 00374378) shall retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting.
The Boards of Directors recommends his re-appointment at Item No. 3 of the Notice Calling 24th Annual General Meeting for consideration of the Shareholders.
The brief resume and other details relating to Shri Kailashchandra Nuwal (DIN: 00374378) who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , is incorporated in the annexure to the notice calling 24th Annual General Meeting.
b. Re-appointment of the following Independent Directors, not liable to retire by rotation, (whose tenure came to an end on March 31, 2019) for a second term pursuant to applicable provisions of the Act read with the Rules issued thereunder and Listing Regulations:
Shri Dilip Patel (DIN: 00013150) re-appointed upto March 31, 2024;
Shri Amrendra Verma (DIN: 00236108) re-appointed upto March 31, 2024;
Shri Ajai Nigam (DIN: 02820173) re-appointed upto March 31, 2024;
Shri Anant Sagar Awasthi (DIN: 00228429) re-appointed upto March 31, 2020;
The aforementioned appointments were based on outcome of performance evaluation exercise, experience and contributions made by Shri Dilip Patel, Shri Amrendra Verma, Shri Ajai Nigam and Shri Anant Sagar Awasthi in their previous tenure.
The Board of Directors recommends their re-appointment at Item No. 4,5,6 & 7 of the Notice Calling 24th Annual General Meeting for consideration of the Shareholders.
The brief resume and other details relating to Shri Dilip Patel, Shri Amrendra Verma, Shri Ajai Nigam and Shri Anant Sagar Awasthi who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling 24th Annual General Meeting.
c. Key Managerial Personnel
Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Key Managerial Personnel of the Company as on March 31, 2019 are:
Shri Satyanarayan Nuwal Chairman and Executive Director, Shri Kailashchandra Nuwal Vice Chairman and Executive Director, Shri Manish Nuwal Managing Director and Chief Executive Officer, Shri Anil Kumar Jain Executive Director, Shri Suresh Menon Executive Director, Shri Nilesh Panpaliya Chief Financial Officer and Smt. Khushboo Pasari Company Secretary & Compliance Officer.
25. Board Evaluation
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, and individual directors as well as the evaluation of the working of its Board Committees. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
26. Nomination & Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is stated in the Corporate Governance Report.
27. Extract of Annual Return
As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2018-19 is given in "Annexure A" in the prescribed Form No. MGT-9, which is a part of this report. The same is available on the website of the Company at www.solargroup.com
28. Particulars of Employees a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2018-19 is as follows:
|Name of Directors||Designation||Ratio of Remuneration of Director to the Median remuneration|
|Shri Satyanarayan Nuwal||Chairman and Executive Director||107.84|
|Shri Kailashchandra Nuwal||Vice Chairman and Executive Director||107.84|
|Shri Manish Nuwal||Managing Director & CEO||107.84|
|Shri Anil Kumar Jain||Executive Director||16.98|
|Shri Suresh Menon*||Executive Director||13.66|
|Shri Roomie Dara Vakil**||Executive Director||1.33|
|Shri Anant Sagar Awasthi||Non-Executive Independent Director||0.88|
|Shri Dilip Patel||Non-Executive Independent Director||1.41|
|Shri Amrendra Verma||Non-Executive Independent Director||1.12|
|Shri Ajai Nigam||Non-Executive Independent Director||1.41|
|Smt. Madhu Vij||Non-Executive Independent Director||1.08|
*Appointed as an Executive Director of the Company w.e.f May 11, 2018.
**Resigned from the Board of the Company w.e.f. May 11, 2018.
b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year 2018-19 as follows:
|Name of Directors||Designation||% increase in remuneration in the financial year 2018-19|
|Shri Satyanarayan Nuwal||Chairman and Executive Director||Nil|
|Shri Kailashchandra Nuwal||Vice Chairman and Executive Director||Nil|
|Shri Manish Nuwal||Managing Director & CEO||Nil|
|Shri Anil Kumar Jain||Executive Director||27.27|
|Shri Suresh Menon*||Executive Director||Nil|
|Shri Roomie Dara Vakil**||Executive Director||13.42|
|Shri Anant Sagar Awasthi||Non-Executive Independent Director||Nil|
|Shri Dilip Patel||Non-Executive Independent Director||33.33|
|Shri Amrendra Verma||Non-Executive Independent Director||50|
|Shri Ajai Nigam||Non-Executive Independent Director||50|
|Smt. Madhu Vij||Non-Executive Independent Director||50|
|Name of CFO and Company Secretary|
|Shri Nilesh Panpaliya||Chief Financial Officer||10.34|
|Smt. Khushboo Pasari||Company Secretary and Compliance Officer||22.22|
c. The percentage increase in the median remuneration of employees in the financial year: 11.6%
d. The number of permanent employees on the rolls of Company: 2080
e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
f. The average annual increase of employee other than Key Managerial Personnel was 9%. The average annual increase of Key Managerial Personnel was 16.84%. The increase in remuneration of employees other than the Key Managerial Personnel is considerably in line with the increase in remuneration of Key Managerial Personnel.
g. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company and has been uploaded on the website of the Company at www.solargroup.com. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
29. Related Party Transactions
All related party transactions that were entered into during the financial year 2018-19 were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions were placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has formulated a Related Party Transactions policy indicating the Standard Operating Procedures for purpose of identification and monitoring of such transactions.
The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. None of the Directors has any pecuniary relationships or transactions vis--vis the Company.
None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. 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 B" in form AOC-2 and the same forms part of the Directors Report.
30. Human Resources and Industrial Relations
The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of manager. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.
31. Material Subsidiary
Economic Explosives Limited is a material subsidiary of the Company as per the thresholds laid down under the Listing Regulations. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy was revised effective from April 1, 2019 in line with the amendments made to the Listing Regulations. The Policy has been uploaded on the Companys website at https://reports.solargroup.com/PFDMS-1.pdf
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s S R B C & Co. LLP Chartered Accountants (Firm Registration No. 324982E/E300003) jointly with M/s Akshay Rathi & Associates, Chartered Accountants (Firm Registration No. 139703W) were appointed as Statutory Auditor of the Company in the 22nd Annual General Meeting till the conclusion of the 27th Annual General Meeting of the Company.
M/s S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) and M/s Akshay Rathi & Associates, Chartered Accountants (Firm Registration No. 139703W) have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
The Auditors Report for the year ended March 31, 2019 on the financial statements of the Company is a part of this Annual Report. The Auditors Report for the financial year ended March 31, 2019 does not contain any qualification, reservation or adverse remark.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit of the Cost and related records of the Company for the year 2018-19 was undertaken by Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, Nagpur the Cost Auditor of the Company.
The Board of Directors of the Company has appointed Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, to conduct the Cost Audit as per Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 for the FY 2019-2020.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company on quarterly basis by M/s Ekbote Deshmukh & Co. and M/s D L & Associates the Internal Auditors of the Company.
There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.
The Board of Directors of the Company has appointed M/s Ekbote Deshmukh & Co. Chartered Accountants and M/s D L & Associates Chartered Accountants, to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the financial year 2019-2020.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year 2018-19 was undertaken by Shri Anant B. Khamankar, Practicing Company Secretary the Secretarial Auditor of the Company.
The Report of Auditors of the Company M/s Anant B Khamankar & Co., Company Secretaries on the Secretarial and related records of the Company is annexed herewith as "Annexure C".
The Board of Directors of the Company appointed Shri Anant B. Khamankar, Practicing Company Secretary, to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed under Section 204 of the Companies Act, 2013 for the financial year 2019-2020.
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. The said Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing Company Secretaries under Form MR 3 and is required to be submitted to Stock Exchanges within 60 days of the end of the financial year.
The Company has engaged the services of Shri Anant Khamankar (CP No. 1860), Practicing Company Secretary and Secretarial Auditor of the Company for providing this certification.
The Secretarial Audit Report and/or Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.
33. Corporate Social Responsibility
As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken various projects in the areas like: Health & Hygine Education Environment sustainability Rural Development Public welfare
The projects are largely in accordance with Schedule VII of the Companies Act, 2013.
The primary beneficiaries of CSR shall be the people in the areas within and around the Companys Plant Locations.
The Report on CSR activities is annexed herewith as "Annexure D".
34. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure E".
35. Statement of Managements Responsibility for Consolidated Financial Statements
Management is responsible for the preparation of the Consolidated Financial Statements and related information that are presented in this report. The Board of Directors of your Company at its meeting held on May 09, 2019 has approved the Audited Consolidated Financial Statements for the financial year 2018-19 and its subsidiaries in accordance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Accounting Standard (AS21) and other Accounting Standards issued by the Institute of Chartered Accountants of India. The Consolidated Financial Statements of your Company for the financial year 2018-19, are prepared in compliance with applicable Accounting Standards based on managements estimates, assumptions and judgments where applicable as well as Listing Regulations as prescribed by the Securities and Exchange Board of India.
The Company has built adequate systems of internal controls aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws.
The Internal Audit function monitors the effectiveness of controls, and also provides an independent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework. The Audit Committee of the Board reviews major internal audit reports as well as the adequacy of internal controls.
36. Management Discussion and Analysis Report
A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as stipulated under regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
37. Business Responsibility Report
The SEBI Listing Regulations mandate the inclusion of the BRR as part of the Annual report for the top 500 listed entities based on market capitalization. In compliance of Listing Regulations, we are pleased to present the Business Responsibility Report into our Annual Report.
38. Directors Responsibility Statement
Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors hereby confirms that:
i. In the preparation of the annual accounts of the Company for the year ended March 31, 2019, the applicable Accounting Standards had been followed and there are no departures;
ii. Accounting policies have been selected and applied consistently and judgments and estimates made 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 March 31, 2019 and of the profit of the Company for that year ended on that date;
iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and detecting fraud and other irregularities;
iv. Annual accounts for the year ended March 31, 2019 have been prepared on a going concern basis.
v. Internal Financial controls were in place and that the financial controls were adequate and were operating effectively.
vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
39. CEO/CFO Certification
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report.
40. Appreciation & Acknowledgement
Your company satisfactorily outperformed the industry in this challenging year and continues to maintain its leadership position. It has been surpassing all the international quality and cost benchmarks and continues to build shareholder value. Your Director looks to the future with confidence. We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support.
|For and on behalf of the Board|
|Place : Nagpur||(Satyanarayan Nuwal)|
|Date : May 09, 2019||Chairman|