Yamuna Syndicate Ltd Directors Report.

1.00 The Board hereby presents its Report for the year ended 31st March, 2020.

2.00 FINANCIAL RESULTS AND HIGHLIGHTS:

2.01 The financial results of the Company are given below:

(Rupees in Lakhs)

Particulars As at 31.03.2020 As at 31.03.2019
I. ASSETS:
Fixed Assets 35.22 35.45
Other Non-current Assets 3975.98 3755.72
Current Assets 3245.79 2711.28
Total 7256.99 6502.45
II. EQUITY AND LIABILITIES:
Shareholders Funds 6563.64 6027.82
Non-current Liabilities 17.44 16.20
Current Liabilities 675.91 458.43
Total 7256.99 6502.45

 

For the year ended For the year ended
31.03.2020 31.03.2019
III. Revenue from Operations 5111.92 6625.08
Other Income 1294.26 284.94
Total Revenue 6406.18 6910.02
IV. Total Expenses 5004.86 6490.44
V. Profit before Tax (III-IV) 1401.32 419.58
VI. Tax Expenses including deferred tax 66.75 69.39
VII. Profit/(Loss) after Tax (V-VI) 1334.57 350.19
VIII. Other Comprehensive Income/ (Expense) (2.09) (0.11)
IX. Total Comprehensive Income for the year 1332.48 350.08
(VII+VIII)
X. Dividend including Tax paid during the year 796.67 111.17
XI. Balance carried to Profit & Loss Account 535.82 238.91
XII. Basic/Diluted earning per Share of Rs. 100/- each 434 114
(Figures in Rupees)

3.00 DIVIDEND:

3.01 In the month of March 2020, the Company declared an Interim Dividend of Rs. 175/- per equity share of Rs 100/- each for the financial year ended March 31, 2020, which has been disbursed. Total outflow was Rs.648.45 lakhs (including Dividend Distribution Tax).

3.02 The Board decided not to recommend final dividend in order to conserve resources.

4.00 STATE OF COMPANY AFFAIRS AND OPERATIONS INCLUDING MANAGEMENT DISCUSSION & ANALYSIS:

4.01 The revenue from Operations during the year was Rs. 5,111.92 lakhs as against Rs. 6,625.08 lakhs in the preceding year. Profit before tax was Rs. 1,401.32 lakhs as against Rs. 419.58 lakhs in the preceding year. This was owing to higher dividend income received from our Associate Company i.e. Isgec Heavy Engineering Limited.

4.02 In general, it was a difficult year for our trading operations. Demand remained suppressed for the greater part of the year. There was severe competition in most areas of our operation due to the declining demand for various products.

4.03 On a positive note, our business performance of pesticides, lubricants and fuels during the year was satisfactory.

4.04 The Company continued with efforts to enlarge its area of operation, increase the market share, and identify new product lines for trading.

4.05 We continued to retain our focus on safety, quality and customer service.

4.06 Towards the end of the year, business operations and revenues were badly hit owing to the spread of the Covid 19 pandemic leading to the shutdown of our Head Office & Branches wef 24 March, 2020. The operations have slowly resumed from early May, 2020 based on Government directives and with compliance of social distancing and other health and safety measures. The disastrous impact of the virus on the Indian economy; as well as the lasting damage to the trade and industry, is likely to be felt during the current year. We continue to monitor the situation.

4.07 Apart from this threat, our trading operations are also likely to be adversely impacted by declining growth in several sectors leading to falling demand, severe competition, and low margins.

4.08 In compliance with SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018, details of significant changes in key financial Ratio are given in Annexure-1.

5.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF ISGEC HEAVY ENGINEERING LIMITED (ASSOCIATE COMPANY):

5.01 The turnover of the Associate Company has been higher during the year owing to the record level of orders at the start of the year. This resulted in strong growth in turnover and an increase in profit.

5.02 However, the turnover and profit got affected due to the nationwide lockdown starting in middle of March 2020, because of which all the Manufacturing Plants and Offices of the Company and Project Sites were closed. Consequently, a lot of billing of the last part of the year could not be completed.

5.03 After the lifting of lockdown, all the factories are working at full capacity. All the project sites are also operational, however labour availability is around 60% and it will take a few months for operations to reach pre-covid levels.

5.04 The Associate Company has made various efforts to save costs and increase productivity. These include standardization of components, automation in engineering, value engineering and review of designs and simplification of work.

5.05 The Associate Company continued to diversify its Product range to take projects of Industrial Waste Water Treatment & Recycling, and Civil Infrastructure and secured orders.

5.06 Investment by Private Sector was low during the year. However, due to infra push, a number of projects came from the Public Sector. Accordingly, customer base of the Division shifted from the Private Sector to the Public Sector. In view of Covid-19, this trend is likely to grow further.

5.07 The order book at the start of FY 2021 is satisfactory. However, the impact of Covid-19 on the economy and booking of fresh orders has to be seen.

5.08 The Associate Company was in arbitration with a customer Cavite Bio fuel Producers Inc. (CBPI), for which it was executing a contract to design, construct, commission and deliver a bio-refinery project in the Philippines. In settlement of the dispute it acquired CBPI.

5.09 The Associate Company incorporated a Wholly Owned Subsidiary, Isgec Investments Pte. Ltd., Singapore, for the purpose of acquiring CBPI along with its holding companies at a nominal consideration of USD100.

6.00 CONSOLIDATED FINANCIAL STATEMENTS:

6.01 As required under Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements in respect to the Company and its Associate Company-Isgec Heavy Engineering Limited.

6.02 Further, as required under Rule 5 of the Companies (Accounts) Rules 2014, a statement in Form AOC-1 containing salient features of the financial statement of Associate Company is annexed to the consolidated financial statements.

7.00 INDEPENDENT DIRECTORS:

7.01 All the Independent Directors have furnished declarations that each of them meets the criteria of Independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

8.00 POLICY ON DIRECTORS APPOINTMENT/ REMUNERATION OF DIRECTORS/KEY

MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

8.01 The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board, a policy relating to the remuneration for the key managerial personnel and other employees. While formulating the policy, the Committee will ensure that:

i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

8.02 The Nomination and Remuneration Committee policy is available on the website of the Company www.yamunasyndicate.com

9.00 COMPOSITION OF AUDIT COMMITTEE:

9.01 The composition of Audit Committee is as below:-

Name of Committee Member Position
1. Mrs. Reva Khanna (DIN: 00413270) Chairman
2. Mr. Kapil Bhalla (DIN: 00758498) Member
3. Mr. Aditya Puri (DIN : 00052534) Member

9.02 There is no recommendation by the Audit Committee which has not been accepted by the Board.

10.00 VIGIL MECHANISM:

10.01 The Company has established a Vigil Mechanism for Directors and Employees in accordance with Sub-section (9) and (10) of Section 177 of the Companies Act, 2013. Details of Vigil Mechanism are given in the Corporate Governance Report. The Vigil Mechanism has been disclosed on the website of the Company.

11.00 EXPLANATION OR COMMENTS ON QUALIFICATION ETC., BY AUDITORS AND COMPANY SECRETARY IN PRACTICE:

11.01 There is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in the Auditors Report or by the Company Secretary in Practice in Secretarial Audit Report needing explanation or comments by the Board.

11.02 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

12.00 ANNUAL EVALUATION BY THE BOARD:

12.01 On the recommendation of the Nomination and Remuneration Committee, the Board has finalized a policy specifying manner for effective evaluation of performance of the entire Board, Committees, Independent Directors and Individual Directors. Such Policy is available on the website of the Company.

12.02 The method of evaluation, as per the Evaluation Process, is to be done by internal assessment through a detailed questionnaire to be completed by individual directors.

12.03 In accordance with the Companies Act and the Listing Requirements, the evaluation is done once in a year, after close of the year and before the Annual General Meeting.

13.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

13.01 Five Board Meetings were held during the year ended 31st March, 2020.

14.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:

14.01 Disclosures regarding remuneration as required under Section 197(12) of the Companies Act, 2013 are annexed as Annexure- 2.

15.00 CORPORATE SOCIAL RESPONSIBILITY:

15.01 Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company is not required to spend on activities under Corporate Social Responsibility. Therefore the Company has not constituted Corporate Social Responsibility Committee of the Board of Directors.

16.00 MAINTENANCE OF COST RECORDS:

16.01 Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the provision of maintenance of cost records is not applicable to the Company as the Company is engaged in trading activity only.

17.00 PARTICULARS OF DISCLOSURES UNDER SECTION 134(3) (m) OF THE COMPANIES ACT, 2013:

17.01 The particulars, as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption, are annexed as Annexure- 3.

18.00 ANNUAL RETURN:

18.01 The Annual Return is available on the website of the Company www.yamunasyndicate.com

19.00 DETAILS OF DIRECTORS APPOINTED/RESIGNED DURING THE YEAR:

19.01 Mr. Ashvani Madan (DIN : 00337110) was appointed as an Additional Independent Director on 10th August, 2019, but he could not continue his directorship and tendered his resignation on 27th November, 2019. He confirmed in his resignation letter that there is no material reason for his resignation.

19.02 Mr. Kapil Bhalla (DIN: 00758498) was appointed as an Additional Independent Director on the Board as on 14th November, 2019. Mr. Kapil Bhalla has over 40 years comprehensive experience in managing organizations, finance, and having specialization in dealing with investors and consumers and in advising companies for capital raising strategies and business planning. In the opinion of the Board, he is a person of integrity and possesses relevant expertise and experience and that his association would be of immense benefit to the Company.

20.00 DIRECTORS RESPONSIBILITY STATEMENT:

20.01 Your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the financial year ended March 31, 2020, the applicable Accounting Standards have been followed and there are no material departures;

(b) The Directors have selected such accounting policies with the concurrence of the Statutory Auditors 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 the financial year;

(c) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

21.01 There is no significant and material order passed by the regulators, courts or tribunals impacting the going concern status and companys operations in future.

22.00 RISK MANAGEMENT POLICY:

22.01 The Board has developed and implemented a Risk Management Policy for the Company, including for identifying elements of risk, which, in the opinion of the Board, may threaten the existence of the Company. In terms of the Policy, the operating management, before accepting any order, reviews its conditions, including payment terms, and all steps are taken to mitigate risks.

22.02 The Company also takes adequate insurance to protect its assets.

23.00 PARTICULARS OF LOANS/GUARANTEES/INVESTMENTS:

23.01 Particulars of Investment made, Loans given and/or Guarantee/Security provided under Section 186 of the Companies Act, 2013 as at 31st March, 2020, are as under:-

Particulars Face Value per share No. of Shares Value (Rs. in Lakhs)
1. Investment in Equity Shares : Re 1/- As at 01.04.2019 32965260 3739.93
Isgec Heavy Engineering Ltd. Investment during the year 87207 218.09
As at 31.03.2020 33052467 3958.02
2. Loan/Guarantee/Sec urity Nil Nil

24.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

24.01 The Company has formulated a Policy on Materiality of Related Party transactions and also on dealing with Related Party transactions as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Related Party transactions has been disclosed on the website of the Company.

24.02 All contracts, arrangements and transactions entered by the Company during the financial year with related parties were in its ordinary course of business and were on arms length basis.

24.03 The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, are given in the prescribed Form AOC-2, annexed as Annexure-4.

25.00 PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

25.01 The Company has in place a Policy of Prevention on Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has received no complaint during the year in this regard.

26.00 REPORT ON CORPORATE GOVERNANCE:

26.01 Report on Corporate Governance for the year under review, as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is annexed as Annexure- 5.

27.00 SECRETARIAL AUDIT REPORT:

27.01 The Board of Directors of the Company has appointed M/s. Rajinder Kumar Bhalla & Associates, Company Secretaries, to conduct the Secretarial Audit.

27.02 Pursuant to Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by Mr. Rajinder Kumar Bhalla of M/s. Rajinder Kumar Bhalla & Associates, Companies Secretaries, is annexed as Annexure-6.

28.00 SECRETARIAL STANDARDS:

28.01 The Company complies with all applicable Secretarial Standards.

29.00 INTERNAL FINANCIAL CONTROLS:

29.01 The Company has adequate internal financial controls with reference to financial statements and these are working effectively.

30.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR:

30.01 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.

31.00 PERSONNEL:

31.01 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the year.

32.00 INDUSTRIAL RELATIONS:

32.01 Industrial relations remained peaceful.

33.00 ACKNOWLEDGEMENTS:

33.01 Your Directors take this opportunity to thank the Banks, Government Authorities, Regulatory Authorities, and the Shareholders for their continued co-operation and support to the Company.

34.00 With these remarks, we present the Accounts for the year ended 31st March, 2020.

By Order of the Board
Place : New Delhi (Aditya Puri) (Reva Khanna)
Dated : 27.06.2020 Director Director
DIN : 00052534 DIN : 00413270
Encl.: Annexure-1 to Annexure-6.