Mar 31, 2018
DIRECTORS'' REPORT
Dear Members,
Your Directors have pleasure in presenting the 23rd Annual Report of your Company together with the Audited Financial Statement for the year ended 31st March, 2018.
FINANCIAL RESULTS:
The Company''s financial performance for the year ended on 31st March, 2018 is summarised below:
(Rs. in Lakhs) |
||
Standalone |
||
PARTICULARS |
Year Ended 31st March, 2018 |
Year Ended 31st March, 2017 |
Revenue From Operation |
1,01,388.92 |
99,511.23 |
Profit before Interest and Depreciation |
8,929.79 |
8,715.14 |
Less: Interest |
2,143.20 |
2,416.27 |
Profit Before Depreciation |
6,786.59 |
6,298.87 |
Less: Depreciation |
1,720.84 |
1,636.48 |
Profit Before Tax |
5,065.75 |
4,662.39 |
Less: Provision for taxation |
1,767.57 |
1,492.50 |
Profit After Tax |
3,298.18 |
3,169.89 |
Transfer from Comprehensive Income |
-8.34 |
-26.65 |
Dividend Paid |
-240.70 |
-150.44 |
Dividend Distribution Tax (net) |
-49.15 |
-30.63 |
Balance Carried Forward |
2,999.99 |
2,962.18 |
Balance brought forward from Previous Year |
23,198.20 |
20,236.01 |
Balance carried to Balance Sheet 26,198.18 |
23,198.20 |
FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS OF THE COMPANY
Particulars |
2017-18 |
2016-17 |
Increase / Decrease |
Net Sales |
1,00,450.98 |
94,605.30 |
6.18% |
EBIDTA |
8,423.26 |
8,134.60 |
3.55% |
Profit before tax |
5,065.75 |
4,662.39 |
8.65% |
CONSOLIDATED OPERATING RESULTS
The consolidated sales and operating income increased to Rs. 1,17,140.16 lakhs from Rs. 1,13,684.91 lakhs in the previous year showing a growth of 3.04%. The consolidated Profit before tax for the year was Rs. 8,000.34 lakhs as against Rs. 6,684.25 lakhs in previous year registering growth of 19.69%. The consolidated net profit increased to ? 5,687.56 lakhs from Rs. 4,938.68 lakhs in the previous year registering a growth of 15.16%.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company are prepared in accordance with the provisions of section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and under the SEBI (LODR) Regulations, 2015 and forms the part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
The details of operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been analysed in the Management Discussion and Analysis section which forms a part of the Annual Report.
TRANSFER TO RESERVES
No amount has been transferred to General Reserve Account.
SHARE CAPITAL
The Authorised Equity Share Capital of the Company consist of 3,62,50,000 equity shares of Rs.10/- each and issued, subscribed and paid up Equity Share Capital consist of 3,00,87,446 equity shares of Rs. 10/- each fully paid up.
DIVIDEND
The Board of Directors at its meeting held on 18th May, 2018 have recommended a payment of final dividend of Rs. 1.30/-(Rupees One & Thirty Paisa Only) per equity share of the face value of Rs.10/- each for the Financial year ended 31st March, 2018. If approved, the total dividend for the financial year 2017-18 will be Rs.1.30/- per equity share of face value Rs. 10/- each.
HUMAN RESOURCES
Adapting to change is quintessential to a growing organisation''s longevity. Over the time, Company has changed to adapt and evolve with the changing economic landscape, while keeping its core values firmly entrenched.
The Human Resource Department has strategic and functional responsibilities for all of the Human Resource disciplines in this changing scenario. There are four corresponding roles for Human Resource: (a) as a strategic partner working to align Human Resource and business strategy, (b) as an administrative expert working to improve organisational processes and deliver basic Human Resource services, (c) as an employee champion, listening and responding to employees'' needs, and (d) as a change agent managing change processes to increase the effectiveness of the organisation.
Within organisation, Human Resource Department has active engagement with employee issues, listening to their concerns and building a professional and stable relation between employees and employers. Managing expectations, being flexible, communicating and adequate training are few of the most significant factors in keeping employees contented. Human Resource Department conducts performance appraisals, career development and up skilling, developing effective reward systems and designing jobs to fit both the needs of the business and employees.
On the Industrial front, the Company continued to foster cordial Industrial Relations with its workforce during the year. The Company has a diverse workforce of 2,545 employees as on 31st March, 2018 vis-a-vis 2,376 employees as on 31st March, 2017. Going forward, the Company will continue to focus on nurturing the right talent to achieve the business goal.
VIGIL MECHANISM
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or ''Whistle Blower Policy'' for directors, employees and other stakeholders to report genuine concerns has been established. The Audit committee reviews the functioning of the Whistle Blower mechanism on a quarterly basis. The policy is uploaded on the website of the Company https://www.aglasiangranito.com/investor-relation
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We have not received any sexual harassment complaints during the year 2017-18.
RISK MANAGEMENT
The Company has formalised Risk Management system by formulating and adopting Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risk in the Organisation. This is an ongoing process and the Audit Committee periodically reviews all the risk and suggests the necessary steps to mitigate the risk if any, which may threaten the existence of the Company.
There is no such risk which in the opinion of the Board may threaten the existence of the Company.
ENVIRONMENT, HEALTH AND SAFETY
We believe that Environment, Health and Safety (EHS) are essential and paramount pillars for sustainable growth of our business.
We have developed policies and guidelines which take our EHS compliance beyond the regulatory requirements. The policies also ensure consistent and continuous implementation of the EHS requirements throughout the Company.
A responsibility towards the environment is part of our mandate. We continuously endeavour to minimize adverse environmental impact and demonstrate our commitment to protect the environment.
During the year, all our manufacturing sites remained compliant with applicable EHS regulations.
HOLDING, SUBSIDIARIES, ASSOCIATE, JOINT VENTURE COMPANIES AND THEIR PERFORMANCE
During the year Company has incorporated a Subsidiary Company namely Camrola Quartz Limited.
During the year Company has incorporated wholly owned subsidiary Company namely Trodo Ceramics Private Limited which has been converted from Partnership firm to Private Limited Company. Trodo Ceramics Private Limited is a holding Company of Crystal Ceramic Industries Private Limited.
A report on performance and financial position (Form AOC-1) of each of the subsidiaries as per the Companies Act, 2013 is provided as Annexure A.
The annual accounts of the Subsidiary Companies will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours up to the date of the Annual General Meeting. The annual accounts of the Subsidiary Companies are also available on the website of the Company at https://www. aglasiangranito.com/investor-relation
RELATED PARTY TRANSACTIONS
For all related party transactions prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature and such approval is in the interest of the Company. 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. All related parties transactions are disclosed in note 35 to the financial statements. In accordance with the related party transaction policy of the Company and pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of all contracts and/or arrangements entered between the Company and the related parties are annexed herewith in form AOC-2 annexed as Annexure B
The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website i.e. https://www.aglasiangranito.com/investor-relation
DEPOSITS
Your Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 and read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended 31st March, 2018.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in note no. 03, 04 and 05 to the Financial Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company believes that a strong internal control framework is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is designed to provide reasonable assurance related to operation and financial control. The Management of the Company is responsible for ensuring that Internal Financial
Control has been laid down in the Company and that controls are adequate and operating adequately.
The audit scope, mythology to be used, reporting framework is defined in charter of the Internal Audit, which is approved by the Audit Committee of the Board of Directors. The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Board. The Internal Auditor also continuously evaluates the various processes being followed by the Company and suggests value addition, to strengthen such processes and make them more effective.
INTERNAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS
The Company has an adequate system of internal financial control in place with reference to financial statements. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
INSURANCE
The Company''s plant, property, equipments and stocks are adequately insured against major risks. The Company also has appropriate liability insurance covers particularly for product liability and clinical trials. The Company has also taken Directors'' and Officers'' Liability Policy to provide coverage against the liabilities arising on them.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Suresh J. Patel (holding DIN: 00233565) will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.
All Independent Directors (IDs) have given declaration 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. The details terms of appointment of IDs are disclosed on the Company''s website with following link http://aglasiangranito.com/index.php/ investor-relation
MEETINGS OF THE BOARD
During the year Five Board Meetings and one Independent Directors'' meeting was held, the details of which are given in Corporate Governance Report. The provisions of Companies
Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to while considering the time gap between two meetings. Details of the number of Board Meeting held during the year forms part of the Corporate Governance Report.
COMMITTEES TO THE BOARD
In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board as on 31st March, 2018:
i. Audit Committee
ii. Stakeholders Relationship Committee
iii. Nomination and Remuneration Committee
iv Corporate Social Responsibility Committee
v. Administrative Committee
The details with respect to the aforesaid Committees forms part of the Corporate Governance Report.
FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. The Company endeavours, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. Site visits to various plant locations are organised for the Directors to enable them to understand the operations of the Company.
The Independent Directors also met with senior management team of the Company in informal gatherings.
The details of such familiarisation programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www. aglasiangranito.com/investor-relation
BOARD PERFORMANCE EVALUATION
Pursuant to the provisions of companies Act, 2013 and SEBI Listing regulations, the Board has carried out annual performance evaluation of its own performance, its Committees and the Directors including Chairman.
The evaluation manner has been carried out and has been explained in the Corporate Governance Report.
KEY MANAGERIAL PERSONNEL
There was no change in the Key Managerial Personnel during the year under review.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of section 135 of the Companies Act, 2013, the Company has laid down a CSR policy. The contributions in this regard have been also made to the Asian Institute of Technology, which is engaged in activities in various fields like provides technical education to students who are below poverty line or low income group, in Vadali etc. The composition of the committee, contents of CSR policy and report on CSR activities carried out during the financial year ended 31st March, 2018 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C forming part of this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(3)(c) of the Act, 2013, in relation to financial statements of the Company for the year ended 31st March, 2018 the Board of Directors state that:
i) In the preparation of the annual accounts for the year ended on 31st March, 2018, the applicable accounting standards have been followed and that no material departures have been made from the same;
ii) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2018 and the profit and loss of the Company for the period 31st March, 2018;
iii) Proper and sufficient care has been taken 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;
iv) The annual accounts have been prepared on a going concern basis;
v) The Company is following up the proper Internal financial controls and such internal financial controls are adequate and are operating effectively; and
vi) The Company has devised proper system to ensure the Compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.
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. Details of Remuneration under Section 197(12) of the Companies Act, 2013 and details required under Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are also stated in Annexure D which forms part of this report.
SECRETARIAL AUDITOR
The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment thereof, had appointed M/s. Shilpi Thapar and Associates, Company Secretaries, as the Secretarial Auditors of the Company to conduct the Secretarial Audit as per the provisions of the Companies Act, 2013 for the financial year 2018-19 (April 2018 to March 2019). M/s. Shilpi Thapar and Associates, Company Secretaries have carried out the Secretarial Audit of the Company for FY 2017-18 and the Report of Secretarial Auditors in Form MR-3 is annexed with this Report as Annexure E.
CORPORATE GOVERNANCE
During the year pursuant to SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 the Company has complied with applicable provision of Corporate Governance and a separate report of Corporate Governance is included as a part of Annual Report along with requisite certificate from M/s. Shilpi Thapar and Associates, Company Secretaries, confirming compliance with the conditions of corporate governance is attached to the Report on corporate governance.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return required under Section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 forms part of this report as Annexure F.
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 G.
PARTICULARS OF EMPLOYEES
Your Company does not have any employee drawing remuneration exceeding Rs. 1.02 Crores per annum or Rs. 8.50 lakhs per month for any part of financial year 2017-18, pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
MATERIAL CHANGES
There has been material changes and commitments affecting the financial position of the Company taken place as your Company has incorporated subsidiary Company i.e. Camrola Quartz Limited during the year 2017-18. During the year Company has become holding Company of Trodo Ceramics Private Limited which has been converted from Partnership to Private Limited Company.
NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 532888 and on National Stock Exchange of India Limited (NSE) with scrip code of ASIANTILES. The Company confirms that the annual listing fees to both the stock exchanges for the FY 2018-19 have been paid.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
ACKNOWLEDGEMENTS
Your Directors thanks all Customers, Investors, Vendors, Bankers, Auditors, Consultants and Advisors for their continued support during the year. We also place on record our appreciation of the contributions of employees at all levels. Your Directors thank Governments of various countries where we have our operations especially Government of India and its various Ministries.
Your Directors looks forward for their continued support in the future for the consistent growth of the Company.
For and on behalf of the Board |
|
Kamleshbhai B. Patel |
|
Place: Ahmedabad |
Chairman and Managing Director |
Mar 31, 2017
Dear Members
The Directors have pleasure in presenting the 22nd Annual Report of your Company together with the Audited Financial Statement for the year ended 31st March, 2017.
FINANCIAL SUMMARY AND HIGHLIGHTS
The Companyâs financial performance for the year ended on 31st March, 2017 is summarised below:
(Rs. in Lacs)
Standalone Results |
||
Year ended 31st March 2017 |
Year ended 31st March 2016 |
|
Gross Turnover and other receipts |
102322.15 |
95549.80 |
Profit before Interest and Depreciation |
8183.18 |
7106.03 |
Less: Interest |
2091.34 |
2375.23 |
Profit Before Depreciation |
6091.84 |
4730.80 |
Less: Depreciation |
2198.17 |
2122.30 |
Profit Before Tax |
3893.67 |
2608.50 |
Less: Provision for taxation |
1097.47 |
715.30 |
Profit After Tax |
2796.20 |
1893.20 |
Balance brought forward from previous year |
21540.57 |
18978.44 |
Balance carried to Balance Sheet |
24155.70 |
21540.57 |
FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS OF THE COMPANY
Your Company registered 8.85% growth in net sales from Rs.87072.75 lacs in 2015-16 to Rs.94779.45 lacs in 2016-17. Earnings before interest, depreciation and tax (EBIDTA) increased by 15.16% from Rs.7106.03 lacs in 2015-16 to Rs.8183.18 lacs in 2016-17 due to increased sales of value-added tiles, cost optimization arising from shop floor efficiencies. The profit after tax grew by 47.70% from Rs.1893.20 lacs in 2015-16 to Rs.2796.20 lacs in 2016-17. The earnings per share (basic) increased from Rs.6.71 in 2015-16 to Rs.9.29 in 2016-17.
CONSOLIDATED OPERATING RESULTS
The consolidated sales and operating income increased to Rs.106595.13 lacs from Rs.99390.01 lacs in the previous year showing a growth of 7.25%. The consolidated EBIDTA margin for the year was Rs. 12712.05 lacs as against Rs. 9167.50 lacs in previous year registering growth of 38.6%. The consolidated net profit increased to Rs.3911.45 lacs from Rs.2425.90 lacs in the previous year registering a growth of 61.24%.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company are prepared in accordance with the provisions of section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and under the SEBI (LODR) Regulations, 2015 and forms the part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
The details of operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been analysed in the Management Discussion and Analysis section which forms a part of the Annual Report.
TRANSFER TO RESERVES
No amount has been transferred to General Reserve Account during the year under review.
SHARE CAPITAL
The Authorised Equity Share Capital of the Company consist of 36250000 (P.Y. 31250000) equity shares of Rs.10/each as 5000000 equity shares are included on account of Amalgamation of erstwhile Artistique Ceramics Private Limited, transferor company and issued, subscribed and paid up Equity Share Capital consist of 30087446 (P.Y. 22582541) equity shares of Rs.10/- each fully paid up as 7504905 equity shares are issued on account of Amalgamation of erstwhile Artistique Ceramics Private Limited, transferor company.
DIVIDEND
Interim dividend of Rs.0.50 per equity share of face value of Rs.10/amounting to Rs.150.44 lacs was paid to the shareholders during the year under review. Further, the Board has recommended a final dividend of Rs.0.80 per equity share amounting to Rs.240.70 lacs for approval to shareholders at the 22nd Annual General Meeting of the Company. The total distribution towards dividend of Rs.1.30 per equity share of face value of Rs.10/- each. As a part of Good Corporate Governance practice, the Company has adopted a Dividend Distribution policy which is available on the website of the Company www.aglasiangranito.com.
HUMAN RESOURCES
Adapting to change is quintessential to a growing organizationâs longevity. Over the time, Company has changed to adapt and evolve with the changing economic landscape, while keeping its core values firmly entrenched.
The Human Resource Department has strategic and functional responsibilities for all of the Human Resource disciplines in this changing scenario. There are four corresponding roles for Human Resource: (a) as a strategic partner working to align Human Resource and business strategy, (b) as an administrative expert working to improve organizational processes and deliver basic Human Resource services, (c) as an employee champion, listening and responding to employeesâ needs, and (d) as a change agent managing change processes to increase the effectiveness of the organization.
Within organization, Human Resource Department has active engagement with employee issues, listening to their concerns and building a professional and stable relation between employees and employers. Managing expectations, being flexible, communicating and adequate training are few of the most significant factors in keeping employees contented. Human Resource Department conducts performance appraisals, career development and up skilling, developing effective reward systems and designing jobs to fit both the needs of the business and employees.
On the Industrial front, the Company continued to foster cordial Industrial Relations with its workforce during the year. The Company has a diverse workforce of 2376 employees as on 31st March, 2017 vis-a-vis 1909 employees as on 31st March, 2016. Going forward, the Company will continue to focus on nurturing the right talent to achieve the business goal.
VIGIL MECHANISM
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or âWhistle Blower Policyâ for directors, employees and other stakeholders to report genuine concerns has been established. The Audit committee reviews the functioning of the Whistle Blower mechanism on a quarterly basis. The same is uploaded on the website of the Company https://www. aglasiangranito.com/investor-relation
SEXUAL HARASSMENT OF WOMEN AT WORKLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We have not received any sexual harassment complaints during the year 2016-17.
RISK MANAGEMENT
The Company has formalised Risk Management system by formulating and adopting Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risk in the Organisation. This is an ongoing process and the Audit Committee periodically reviews all the risk and suggests the necessary steps to mitigate the risk if any, which may threaten the existence of the Company.
There is no such risk which in the opinion of the Board may threaten the existence of the Company.
ENVIRONMENT, HEALTH & SAFETY
We believe that Environment, Health and Safety (EHS) are essential and paramount pillars for sustainable growth of our business.
We have developed policies and guidelines which take our EHS compliance beyond the regulatory requirements. The policies also ensure consistent and continuous implementation of the EHS requirements throughout the Company.
A responsibility towards the environment is part of our mandate. We continuously endeavour to minimize adverse environmental impact and demonstrate our commitment to protect the environment.
During the year, all our manufacturing sites remained compliant with applicable EHS regulations.
HOLDING, SUBSIDIARIES, ASSOCIATE, JOINT VENTURE COMPANIES AND THEIR PERFORMANCE
During the year under review, Powergrace Industries Limited has become subsidiary of AGL Industries Limited which is wholly owned subsidiary of your Company. Hence, Powergrace Industries Limited has become step down subsidiary of your Company.
A report on performance and financial position (Form AOC-1) of each of the subsidiaries, Associates and Joint Venture as per the Companies Act, 2013 is provided as Annexure-A.
The annual accounts of the Subsidiary Companies will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours up to the date of the Annual General Meeting. The annual accounts of the Subsidiary Companies are also available on the website of the Company at https://www.aglasiangranito.com/ investor-relation
RELATED PARTY TRANSACTIONS
For all related party transactions prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature and such approval is in the interest of the Company. 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. All related parties transactions are disclosed in note 43 to the financial statements. In accordance with the related party transaction policy of the Company and pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of all contracts and/or arrangements entered between the Company and the related parties are annexed herewith in form AOC-2 annexed as Annexure- B.
The Related Party Transaction Policy as approved by the Board is uploaded on the Companyâs website i.e. https://www. aglasiangranito.com/investor-relation
DEPOSITS
Your Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 and read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended 31st March, 2017.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 12 and 13 to the Financial Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company believes that a strong internal control framework is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is designed to provide reasonable assurance related to operation and financial control. The Management of the Company is responsible for ensuring that Internal Financial Control has been laid down in the Company and that controls are adequate and operating adequately.
The audit scope, mythology to be used, reporting framework is defined in charter of the Internal Audit, which is approved by the Audit Committee of the Board of Directors. The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Board. The Internal Audit also continuously evaluates the various processes being followed by the Company and suggests value addition, to strengthen such processes and make them more effective.
INTERNAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS
The Company has an adequate system of internal financial control in place with reference to financial statements. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
INSURANCE
The Companyâs plant, property, equipments and stocks are adequately insured against major risks. The Company also has appropriate liability insurance covers particularly for product liability and clinical trials. The Company has also taken Directorsâ and Officersâ Liability Policy to provide coverage against the liabilities arising on them.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bhogibhai B. Patel (holding DIN: 00300345), will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.
During the year Mr. Maganlal Prajapati (holding DIN: 00564105) and Mr. Shankarlal Patel (holding DIN: 02179603) has resigned on 25th January, 2017 and Mr. Hemendrakumar C. Shah (holding DIN: 00077654)and Dr. Satish Deodhar (holding DIN: 07766673) has been appointed as Additional Independent Director on 20th March, 2017 subject to approval of members in the ensuing Annual General Meeting.
All Independent Directors (IDs) have given declaration 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. The details terms of appointment of IDs are disclosed on the Companyâs website with following link http:// aglasiangranito.com/index.php/ investor-relation
MEETINGS OF THE BOARD
During the year eight Board Meetings and one Independent Directorsâ meeting was held, the details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to while considering the time gap between two meetings. Details of the number of Board Meeting held during the year forms part of the Corporate Governance Report.
COMMITTEES TO THE BOARD
In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board as on 31st March, 2017:
i. Audit Committee
ii. Stakeholders Relationship Committee
iii. Nomination and Remuneration Committee
iv. Corporate Social Responsibility Committee
v. Administrative Committee
The details with respect to the aforesaid Committees forms part of the Corporate Governance Report.
FAMILIARIZATION PROGRAMEE OF INDEENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Companyâs procedures and practices. The Company endeavours, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company.
The Independent Directors also met with senior management team of the Company in informal gatherings.
The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.aglasiangranito.com/investor-relation
BOARD PERFORMANCE EVALUATION
Pursuant to the provisions of companies Act, 2013 and SEBI Listing regulations, the Board has carried out annual performance evaluation of its own performance, its Committees and the Directors including Chairman.
The evaluation manner has been carried out and has been explained in the Corporate Governance Report.
KEY MANAGERIAL PERSONNEL
There was no change in the Key Managerial Personnel during the year under review.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of section 135 of the Companies Act, 2013, the Company has laid down a CSR policy. The contributions in this regard have been also made to the Arham Yuva Seva Group, which is engaged in activities in various fields like Education, Healthcare, Support Orphanage-Ashram, Animal welfare and Arham Aahar (Food) to needy persons, help in natural calamity etc. The composition of the committee, contents of CSR policy and report on CSR activities carried out during the financial year ended 31st March, 2017 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C forming part of this report.
DIRECTORSâ RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(3)(c) of the Act, 2013, in relation to financial statements of the Company for the year ended 31st March, 2017 the Board of Directors state that:
i) In the preparation of the annual accounts for the year ended on 31st March, 2017, the applicable accounting standards have been followed and that no material departures have been made from the same;
ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2017 and the profit and cash flow of the Company for the period 31st March, 2017;
iii) Proper and sufficient care has been taken 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;
iv) The annual accounts have been prepared on a going concern basis;
v) The Company is following up the proper Internal financial controls and such internal financial controls are adequate and are operating effectively; and
vi) The Company has devised proper system to ensure the Compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details of Remuneration under Section 197(12) of the Companies Act, 2013 and details required under Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are also stated in Annexure - D which forms part of this report.
AUDITORS a) Statutory Auditors
A. L. Thakar and Associates, Chartered Accountants (Firm Registration No. 1201 16W), Statutory Auditors of the Company along with their network of firms of Chartered Accountants has completed more than 10 years as Statutory Auditors of your Company. Considering the requirements of Section 139(2) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company at their meeting held on 10th August, 2017, based on the recommendation of the Audit Committee, have made its recommendation for appointment of Manubhai and Shah LLP, Chartered Accountants (Firm Registration No. 106041W/W100136), as the Statutory Auditors of the Company by the Members at the 22nd Annual General Meeting of the Company for a term of five consecutive years i.e. from the conclusion of 22nd Annual General Meeting till the conclusion of 27th Annual General Meeting of the Company, subject to ratification of appointment for each year by shareholders at Annual General Meeting pursuant to Section 139 of the Companies Act, 2013. Accordingly, a resolution, proposing to the aforesaid appointment of M/s. Manubhai and Shah LLP, as the Statutory Auditors of the Company forms part of the Notice of the 22nd Annual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
b) Secretarial Auditor
The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment thereof, had appointed M/s. Shilpi Thapar and Associates, Company Secretaries, as the Secretarial Auditors of the Company to conduct the Secretarial Audit as per the provisions of the Companies Act, 2013 for the year 201718 (Apr-17 to Mar-18). M/s. Shilpi Thapar and Associates, Company Secretaries have carried out the Secretarial Audit of the Company for FY2016-17 and the Report of Secretarial Auditors in Form MR-3 is annexed with this Report as Annexure-E. The Company will take steps to ensure the compliances on observations of Secretarial Auditors given in their Secretarial Audit Report.
CORPORATE GOVERNANCE
During the year pursuant to SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 the Company has complied with applicable provision of Corporate Governance and a separate report of Corporate Governance is included as a part of Annual Report along with requisite certificate from M/s. A.L. Thakkar & Co., Chartered Accountants, confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 forms part of this report as Annexure-F.
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 G.
PARTICULARS OF EMPLOYEES
Your Company does not have any employee drawing remuneration exceeding Rs.1.02 crores per annum or Rs.8.50 lacs per month for any part of financial year 2016-17, pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.
MATERIAL CHANGES
There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2017.
NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 532888 and on National Stock Exchange of India Limited (NSE) with scrip code of ASIANTILES. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2017-18 have been paid.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
ACKNOWLEDGEMENTS
Your Directors thanks all Customers, Investors, Vendors, Bankers, Auditors, Consultants and Advisors for their continued support during the year. We also place on record our appreciation of the contributions of employees at all levels. Your Directors thanks Governments of various countries where we have our operations especially Government of India and its various Ministries.
Your Directors look forward for their continued support in the future for the consistent growth of the Company.
For and on behalf of the Board
Kamleshbhai B. Patel
Place: Ahmedabad Chairman and Managing Director
Date: 10.08.2017 DIN: 00229700
Mar 31, 2015
The Directors have pleasure in presenting the 20th Annual Report
together with the Audited Statement of Accounts of Asian Granite India
Limited for the year ended 31 st March, 2015.
1. Financial Summary and Highlights (Rs. in Lacs)
Current Previous Current Previous
Year Year Year Year
Gross Turnover and
other receipts 90,784.33 84,163.19 92,610.43 85,445.05
Profit / (Loss) before
Interest and Depreciation 6,136.82 6,50945 6,198.92 6,120.61
Less: Interest 2,232.85 2,099.75 2,101.15 2,017.69
Profit/(Loss) Before
Depreciation 3,903.97 4,409.70 4,097.77 4,102.93
Less: Depreciation 1,901.59 2,160.02 1,910.26 2,162.96
Profit/(Loss) Before Tax 2,002.38 2,249.68 2,187.51 1,939.97
Less: Provision
for taxation 555.63 835.48 559.54 840.63
Share of net
profit of associates - - 148.12 (110.05)
Profit/(Loss) After Tax 1,446.75 1,414.20 1,479.85 1,209.39
Balance brought forward
from previous year 17,573.20 15,956.34 17,079.66 15,667.61
Balance carried to
Balance Sheet 18,97844 17,573.201 18,518.00 17,079.66
2. Company Performance (Standalone and Consolidated Basis)
The Company's Standalone revenues from operations were Rs.907.84 Crores
for the year ended 31 st March, 2015 as compared to Rs.841.63 Crores for
the previous year, while Consolidated revenues from operations were
Rs.926.10 Crores for the year ended 31st March, 2015 as compared to
Rs.854.45 Crores for the previous year.
However, your Directors are expecting to achieve better results in time
to come and to continue the position of market leader in coming years.
The highlights of the Company's performance are as under:
1. Revenue from operations increased to Rs.907.84 Crores in the year
2014-15 from Rs. 841.63 Crores in the year 2013-14.
2. Net Profit is increased to Rs. 14.47 Crores in the year 2014-15 from
Rs. 14.14 Crores in the year 2013-14.
3. EBIDTA is decreased to Rs.61.37 Crores in the year 2014-15 from
Rs.65.09 Crores in the year 2013-14.
Subsidiary Performance:
Asian Granito India Limited has a wholly owned subsidiary as AGL
Industries Limited. AGL Industries Limited has earned revenue of Rs.
1281.86 Lacs in the year 2013-14 which increased to Rs. 1826.10 Lacs in
the year 2014-15. Company has made expenses of Rs. 1265.20 Lacs in the
year 2013-14 which is increased to Rs. 1818.85 Lacs in the year 2014-15.
Company has made profits of Rs.11.50 Lacs in the year 2013-14 which has
decreased toRs.3.32 Lacs in the year 2014-15.
Associate Company And Joint Venture Company Performance:
Asian Granito India Limited has one associate company Astron and Paper
Board Mills Limited. This associate company has earned total revenue of
Rs. 10619.79 Lacs in the last year 2013-14 which is increased to Rs.
15213.67 Lacs in the year 2014-15.Company has made expenses of Rs.
10751.36 Lacs in the last year 2013- 2014 which is increased to Rs.
14626.36 Lacs in the year 2014-15. Company had made loss of Rs.287.86
Lacs in the year 2013-14 and has made profit of Rs.406.25 Lacs in the
year 2014-15.
Asian Granito India Limited has entered into joint venture with AGL
Panaria Private Limited on 13th June, 2012. The Company has earned
revenue ofRs. 1096.89 Lacs in 2013-14which has increased toRs. 1564.93 Lacs
in 2014-15.Company has made expenses of Rs. 1309.42 Lacs in the year
2013-14 which has increased to Rs. 1801.64 Lacs in the year 2014-15.
Company has made losses of Rs.212.53 Lacs in the year 2014-15 which has
increased to Rs.236.71 Lacs in the year 2014-15.
3. Consolidated Financial Statements:
The consolidated financial statements of the Company are prepared in
accordance with the provisions of section 129 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014 and under the
Listing Agreement with the stock exchanges. The audited financial
statements in respect of each of its subsidiary/associates /joint
venture companies will be made available to the shareholders, on
receipt of a request from any shareholder and it has also been placed
on the website of the Company. This will also be available for
inspection by the shareholders at the registered office during the
business hours.
4. Dividend:
Your Directors do not recommend payment of any dividend for the
financial year ended 31 st March, 2015, in order to conserve the
resources of the Company. The Company will retain the earnings for use
in the future operations & projects and strive to increase the net
worth of stakeholders of the Company.
5. Management Discussion and Analysis Report:
The Report on Management Discussion and Analysis Report as required
under Clause 49 of the Listing Agreement is included in this Report.
Certain Statements
in the sand report may be forward looking. Many factors may affect the
actual results which could be different from what the directors
envisage in terms of the future performance and outlook.
6. Subsidiaries, Associates and Joint Ventures:
As required under Rule 8(1) of the Companies (Accounts) Rules, 2014,
the Board's Report has been prepared on standalone financial statements
and a report on performance and financial position of each of the
subsidiaries and associates included in the consolidated financial
statements is included in financial statements.
In accordance with third proviso of section 136(1) of the Companies
Act, 2013, the Annual Report of the Company, containing therein its
standalone and the consolidated financial statements has been placed on
the website of the Company, www.aglasiangranito.com in Investor
Relation Section. Further, as per fourth proviso of the said section,
audited annual accounts of each of the subsidiary companies have also
been placed on the website of the Company, www.aglasiangranito.com in
Investor Relation Section. Shareholders interested in obtaining a copy
of the audited annual accounts of the subsidiary companies may write to
the Company Secretary at the Company's registered office. The statement
required under section 134 of the Companies Act, 2013 in respect of
subsidiaries, Associates and Joint Ventures is provided as AOC-1 as
Annexure 1 to this Report.
7. Fixed Deposits:
Your Company has not accepted any deposits from the public within the
meaning of chapter V of the Act, 2013 for the year ended 31st March,
2015.
8. Directors:
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Bhaveshbhai Patel (DIN:
03382527), Executive Director, will retire by rotation at the ensuing
Annual General Meeting and is eligible for re-appointment.
All independent Directors (IDs) have given declaration that they meet
the criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of listing agreement. The details
terms of appointment of IDs are disclosed on the Company's website with
following link http://aglasiangranito.
com/index.php/investor-relation.
Separate meeting of Independent Directors was held on 9th February,
2015 and the Independent Directors reviewed the performance of non
independent Director i.e
1. Mr. Kamleshbhai Patel, Chairman and Managing Director
2. Mr. Mukeshbhai Patel, Managing Director
3. Mr. Sureshbhai Patel, Executive Director
4. Mr. Bhaveshbhai Patel, Executive Director
5. Mr. Kanubhai Patel, Executive Director
6. Mr. Bhogibhai Patel, Executive Director
and the Board as a whole. They reviewed the performance of Chairman
after taking into account the views of Executive Directors. They also
assessed the quality, quantity and timeliness of the flow of
information between the Company's management and the board that are
necessary for the board to effectively and reasonably perform their
duties. Five out of six Independent Directors were present at the
meeting.
9. Meetings of The Board:
During the year seven Board Meetings and one Independent Directors
'meeting was held, the details of which are given in Corporate
Governance Report. The provisions of Companies Act, 2013 and Listing
Agreement were adhered to while considering the time gap between two
meetings.
10. Performance Evaluation:
Pursuant to the provisions of Companies Act, 2013 and clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the Directors individually as well
the evaluation of the working of the Board and its Committees i.e
Audit, Nomination and Remuneration and Stakeholder committee, CSR by
the way of individual and collective feedback from Directors.
The following were the Evaluation Criteria: (a) For Independent
Directors: -
- Participation in terms of adequacy (time & content)
- Contribution through expertise and perspective
- Guidance/support to management outside Board/Committee meetings
(b) For Executive Directors: -
Leadership initiative, Initiative in terms of new ideas and planning
for the Company, professional skills, problem solving and decision
making, Compliance with policies of the Company, ethics, code of
conduct etc., Reporting of frauds, violations etc., safeguarding of
interest of whistle blowers under vigil mechanism, timely inputs of the
minutes of the meetings of the Board and Committee, if any.
The Board reviewed each committee's terms of reference to ensure that
the Company's existing practices remain appropriate. Recommendations
from each committee are considered and approved by the board prior to
implementation.
11. 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 Remuneration Policy is
stated in the Corporate Governance Report.
12. Audit Committee:
The Company is having an Audit Committee comprising of the following
directors:
Name Status Category
Mr. Maganlal Prajapati Chairman Independent and Non-Executive
Director
Mr. Amrutbhai Patel Member Independent and Non-Executive
Director
Mr. Kamleshbhai Patel Member Promoter Executive Director
The Committee interlaid reviews the Internal Control System and reports
of Internal Auditors and compliance of various regulations. The
Committee also reviews at length the Financial Statements before they
are placed before the Board.
13. Nomination and Remuneration Committee:
The Company is having a Nomination and Remuneration Committee
comprising of the following directors:
Name Status Category
Mr. Maganlal Prajapati Chairman Independent and
Non-Executive Director
Mr. Ajendrabhai Patel Member Independent and Non-Executive
Director
Mr. Shankerbhai Patel Member Independent and Non-Executive
Director
The Committee has ensured that a Myerson(s) who is/are appointed or
continues in the employment of the Company as its Chairman, Managing
Director, Whole Time Director shall comply with the conditions laid out
under Part I of Schedule V to the Act, 2013. Criteria for performance
evaluation, disclosures on the remuneration of Directors, criteria of
making payments to Non Executive Directors have been disclosed as part
of corporate governance report attached herewith.
14. Stakeholders Relationship Committee:
The Company is having a Stakeholders Relationship Committee comprising
of the following directors:
Name Status Category
Mr. Maganlal Prajapati Chairman Independent and
Non-Executive Director
Mr. Kamleshbhai Patel Member Promoter Executive
Director
Mr. Amrutbhai Patel Member Independent and Non-
Executive Director
The Committee oversees performance of the Registrars and Transfer
Agents of the Company and recommends measures for overall improvement
in the quality of investor services. The Committee also monitors
implementation and compliance with the Company's Code of Conduct for
Prohibition of Insider Trading in pursuance of SEBI (Prohibition of
Insider Trading) Regulations, 1992.
15. Corporate Social Responsibility Committee:
The Company is having a Corporate Social Responsibility Committee
comprising of the following directors:
Name Status Category
Mr. Kamleshbhai Patel Chairman Promoter Executive Director
Mr. Mukeshbhai Patel Member Promoter Executive Director
Dr. Indira Nityanandam Member Independent and Non-Executive
Director
The Committee has reviewed the CSR Policy and associated frameworks,
processes and practices of the Company and made appropriate
recommendations to the Board. The Committee has ensured that the
Company is taking the appropriate measures to undertake and implement
CSR projects successfully and has monitored the CSR Policy. The
Committee has identified the areas of CSR activities and recommended
the amount of expenditure to be incurred on such activities. The
Committee has coordinated with Asian Institute of Technology for
implementing programs and executing initiatives as per CSR policy and
has reviewed the performance of Asian Institute of Technology or such
other agency periodically.
16. Vigil Mechanism:
Pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013 and Listing Agreements, a Vigil Mechanism or 'Whistle Blower
Policy 'for directors, employees and other stakeholders to report
genuine concerns has been established. The same is uploaded on the
website of the Company.
17. Corporate Social Responsibility:
Corporate Social Responsibility (CSR) is not a new concept for the
Company. Your company is actively involved in CSR initiatives like
contributing to the schemes of eradicating hunger and poverty and
promotion of education, health, safety and environment aspects. In
compliance with the requirements of section 135 of the Companies Act,
2013, the Company has laid down a CSR policy. The contributions in this
regard have been also made to the registered trust Asian Institute of
Technology, which is providing technical education. The Company is also
contributing on regular basis to Akshaypatra Foundation, which is
providing food to the poor directly as part of the CSR initiative. The
Company is also doing blood donation camp every year for health benefit
of Society at large. The composition of the committee, contents of CSR
policy and report on CSR activities carried out during the financial
year ended 31st March, 2015 in the format prescribed under Rule 9 of
the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure A.
18. Human Resources:
The well disciplined workforce which has served the Company lies at the
very foundation of the Company's major achievements and shall well
continue for the years to come. The success of the Company and good
track record are largely attributable to the remarkable commitment,
dedication and hard work of the employees. The Company has strongly
embedded core values and all employees are trained and encouraged to
use these values in their daily operations and the bases for making
decisions. The management has always carried out systematic appraisal
of performance and imparted training at periodic intervals. The
Company has always recognized talent and has judiciously followed the
principle of rewarding performance. This has helped to ensure all
employees are aligned and focused on key objectives and key performance
indicators critical for the Company's performance. Remuneration and
performance are strongly linked together through bonus schemes and
increments.
19. Risk Management:
Risk Management is done by way of systematically identifying,
quantifying, and managing all risks and opportunities that can affect
achievement of a corporation's strategic and financial goals. The Board
is responsible for framing and monitoring the risk management plan for
the Company. Risk Management Policy is framed by the Board and they are
reviewing the risk management policies and system periodically.
The risk mitigation is done by using the following key strategies:
a) Risk Avoidance: By not performing an activity that could carry risk.
b) Risk Transfer: Mitigation by having another party to accept the
risk, either partial or total, typically by contract or by hedging.
c) Risk Reduction: Employing mitigations methods/solutions that reduce
the severity of the loss.
d) Risk Retention: Accepting the loss when it occurs. Risk retention is
done for small risks where the cost of insuring against the risk would
be greater over time than the total losses sustained. All risks that
are not avoided or transferred are retained by default. This includes
risks that are so large or catastrophic that they either cannot be
insured against or the premiums are infeasible.
In today's challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the
Company are imperative. The common risks interlaid are: Regulations,
Competition, Business risk, Technology Obsolescence, Investments,
Retention of talent and Expansion of facilities.
Business risk, inter-alia, further includes financial risk, political
risk, fidelity risk, legal risk.
Asa matter of policy, these risks are assessed and steps as appropriate
are taken to mitigate the same.
20. Internal Control System and their Adequacy
The Company has adequate internal control system and procedures to
ensure that all the assets of the Company are safeguarded and protected
against any loss and that all transactions are properly authorized and
recorded. The Company has an established internal financial control
framework including internal controls over financial reporting,
operating controls and anti-fraud framework. This framework is
regularly reviewed by the management and internal audit team and
presented to the Audit Committee. The internal auditor team carries out
extensive audits throughout the year across all locations and across
all functional areas and submits its reports to the Audit Committee of
the Board.
21. Related Party Transactions
Related party transactions that were entered into during the financial
year were on arm's length basis and were in ordinary course of
business. There are no materially significant related party
transactions made by the Company which may have potential conflict with
the interest of the Company. There are no material related party
transactions which are not in ordinary course of business or which are
not on arm's length basis. Particulars of contracts and arrangements
with related parties as per section 188(1) of Companies Act,
2013,including arms length transactions are enclosed as separate
Annexure no.2 in Form no. AOC-2. The Board has approved a policy for
related party transactions which has been uploaded on the Company's
website. The we blink as required under Listing Agreement is as under:
http://aglasiangranito.com/index.php/investor-relation
22. Material Changes
There have been no material changes and commitments affecting the
financial position of the Company since the close of financial year
i.e. since 31st March, 2015. Further, it is hereby confirmed that there
has been no change in the nature of business of the Company.
23. Auditors
A) Statutory Auditors
In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s.
A.L. Thakkar& Co., Chartered Accountants, has been appointed as
Statutory Auditors of the Company till the conclusion of Annual General
Meeting for the FY. 2014- 2015, as approved by the members at their
19th Annual General Meeting held on 30th September, 2014. Further,
pursuant to the requirement of Section 139 of the Companies Act, 2013,
the appointment of Statutory Auditors is to be ratified by the members
at every Annual General Meeting. Members are requested to ratify their
appointment for the FY. 2015-16.
B) Secretarial Auditors
The Board of Directors of the Company has appointed M/s. Shilpi Thapar
& Associates, Practicing Company Secretaries, Ahmadabad, to conduct
Secretarial Audit for the FY 2015-16.
Further, the Secretarial Audit Report of M/s. Shilpi Thapar &
Associates, Company Secretaries for the financial year ended 31 st
March, 2015, is annexed as Annexure 3. The Board has duly reviewed the
Secretarial Auditor Report and gives following clarifications for the
observations made by secretarial auditor as under:
As regards observations in Secretarial Audit regarding loan to
Companies, firms or other parties covered under register maintained
under section 189 of the Companies Act, 2013, the Directors state that
it is in normal course of business with interest provisions.
C) Internal Auditors:
The Board of Directors has appointed Mr. Rajendra Soni, Chartered
Accountant as Internal Auditors of the Company for the FY 2015-16.
There is no qualification, reservation, adverse remark or disclaimer by
the Statutory Auditors in their report or by the Secretarial Auditors
in their Secretarial Audit Report and hence no explanation or comments
of the Board is required in this matter. The Company has in place a
mechanism to identify, assess, monitor and mitigate various risks to
key business objectives. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the meetings of the Audit
Committee and the Board of Directors of the Company.
24. Corporate Governance
The Report on corporate governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. The requisite
certificate from M/s. A.L Thakkar & Co., Chartered Accountants,
confirming compliance with the conditions of corporate governance as
stipulated under the aforesaid Clause 49, is attached to the Report on
corporate governance
25. Listing of Shares
The Equity Shares of the Company are listed on the BSE Limited (BSE)
with scrip code No. 532888 and on National Stock Exchange of India
Limited (NSE) with scrip code of ASIANTILES. The Company confirms that
the annual listing fees to both the stock exchanges for the financial
year 2015-16 have been paid.
26. Loans, Guarantee or Investments
Details of Loans granted, Guarantees given and Investments made during
the year under review, covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the notes to the Financial
Statements.
27. 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 4".
28. Extract of Annual Return
The extract of Annual Return required under Section 134(3)(a) of the
Companies Act, 2013 read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, forms part of this report as
Annexure-5
29. Particulars of Employees
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is as follows:
A statement showing following details of every employee of the Company
who was in receipt of remuneration in excess of C60 Lacs, if employed
throughout the year or C5 Lacs per month, if employed for part of the
financial year or received remuneration in excess of that drawn by the
MD/WTD/Manager & holding 2% or more of equity share capital of the
Company (himself alongwith spouse & dependent children):
Name, age & designation of the employee: Mr. B. G. Vyas, 58 years,
Chief Operating Officer
Remuneration received: C74,78,607
Nature of employment, whether contractual or otherwise: Permanent
Qualifications and experience of the employee: B. Com, MMS.
Date of commencement of employment: 20.03.2014
the age of such employee: 58 years
the last employment held by such employee before joining the Company:
Sims Ceramic Private Limited
the percentage of equity shares held in the along with spouse &
dependent children-(3224 shares  0.01%)
Whether any such employee is a relative of any director or manager of
the Company and if so, name of such director or manager - No
30. Disclosure Under the sexual harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013: The Company has
framed and implemented an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
31. Significant and Material orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
Registered and Corporate office of the Company: 202, Dev Arc, Opp.
Iskon Temple, Sarkhej Gandhinagar Highway, Ahmedabad  380 015
32. Directors' Responsibility Statement In accordance with the
provisions of section 134(5) of the Act, 2013, with respect to
Director's Responsibility Statement, it is hereby stated:-
a) that in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial
Statements have been selected and applied consistently and judgement
and estimates have been made 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, 2015 and of the profit of the Company for the year ended on
that date;
c) that proper and sufficient care has been taken 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 annual financial statements for the year ended 31st March,
2015 have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f ) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
33. Cautionary Statement
Statements in the Management discussion and analysis report describing
the Company's objectives, projections, estimates and expectations may
be forward looking statements within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed and implied. Important factors that could make a
difference to the Company's operations include among others, economic
conditions affecting demand/ supply and price conditions in the
domestic and overseas markets in which the Company operates, changes in
the government regulations, tax laws and other statutes and incidental
factors.
34. Acknowledgements
Your Directors thanks all Customers, Investors, Vendors, Bankers,
Auditors, Consultants and Advisors for their continued support during
the year. We also place on record our appreciation of the contributions
of employees at all levels. Your Directors thanks Governments of
various countries where we have our operations especially Government of
India and its various Ministries. Your Directors looks forward for
their continued support in the future for the consistent growth of the
Company.
For and on behalf of The Board of Directors
Place: Ahmedabad Kamleshbhai B. Patel
Date : August 13, 2015 Chairman and Managing Director
(DIN 00229700)
Mar 31, 2014
Dear members,
The Directors are pleased to present the 19th Annual Report together
with the Audited Accounts of the Company for the financial year ended
on March 31, 2014.
PERFORMANCE OF THE COMPANY:
The summarised financial results of the Company have been given below:
(Amount In Lacs)
STANDALONE
Year ended Year ended
March 31, 2014 March 31, 2013
Sales and other income 76,044.35 71,079.48
Profit/(Loss) Before Interest
and Depreciation 6,410.36 6,872.29
Less: Interest & Financial Expenses 2,000.66 2,170.79
Less: Depreciation 2,160.02 2,163.18
Profit Before Tax 2,249.68 2,538.32
Less: Provision for current tax 721.94 870.00
Provision for deferred tax 113.54 (42.54)
Profit after tax 1,414.20 1,710.86
Add: Balance Brought Forward 15,956.34 14,257.81
Amount available for appropriation
Balance carried to Balance Sheet 17,573.20 15,956.34
Appropriation:
Proposed Dividend on Equity Shares
(Dividend on Equity share) 0.00 10.60
Corporate Tax on Dividend on
Equity Shares ( Tax on dividend) 0.00 1.73
Balance Carried To Balance Sheet 17,573.20 15,956.34
CONSOLIDATED
Year ended Year ended
March 31, 2014 March 31, 2013
Sales and other income 77,326.21 71,079.48
Profit/(Loss) Before Interest
and Depreciation 6,440.61 6,872.29
Less: Interest & Financial Expenses 2,014.25 2,170.79
Less: Depreciation 2,160.02 2,163.18
Profit Before Tax 2,266.34 2,538.32
Less: Provision for current tax 727.09 870.00
Provision for deferred tax 113.54 (42.54)
Profit after tax 1,425.71 1,710.86
Add: Balance Brought Forward 15,956.34 14,257.81
Amount available for appropriation
Balance carried to Balance Sheet 17.584.71 15,956.34
Appropriation:
Proposed Dividend on Equity Shares
(Dividend on Equity share) 0.00 10.60
Corporate Tax on Dividend on
Equity Shares ( Tax on dividend) 0.00 1.73
Balance Carried To Balance Sheet 17.584.71 15,956.34
OPERATIONS:
The sales and other income of the Company increased to Rs. 76,044.35
Lacs as compared to Rs. 71,079.48 Lacs in last year, registering a
growth of 6.98%. However, during the year, profit of the Company has
been affected by adverse market condition. During the year, your
Company has extended its customer base by launching new product range.
Your Directors are trying to achieve better results in time to come and
to keep the position of market leader in the coming years.
DIVIDEND:
In order to conserve the resources, your Directors do not recommend
payment of any dividend for the financial year.
MANAGEMENT''S DISCUSSION & ANALYSIS REPORT:
A detailed review of the progress of the Company and the future outlook
of the Company and its business as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges is presented in a separate
forming part of Annual Report.
CORPORATE GOVERNANCE:
A separate section on Corporate Governance forming part of the
Directors'' Report and the Certificate from the Company''s Auditors
confirming compliance of Corporate Governance norms as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges is included
in the Annual Report.
PARTICULARS OF CONSERVATION OF ENERGY AMONG OTHERS:
The statement of particulars with respect to conservation of energy,
technology absorption and Foreign Exchange earning and outgo pursuant
to section 217(1 )(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed herewith as Annexure -''A which forms
part of this report.
ENVIRONMENT PROTECTION:
The Company has been complying with the reguirements of the Pollution
Control Regulations in the state of Gujarat.
INSURANCE:
All the assets of your Company including buildings, machineries,
fixtures, other fixed assets, stocks-raw materials, WIP, finished
goods, etc. have been adeguately insured.
PUBLIC DEPOSITS:
The Company has not accepted any deposit from public falling under
section 58A & 58AAofthe Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975. All deposit lying with the
Company has been duly paid during the year.
DEPOSITORY:
As the members are aware, your Company''s shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both the depositories i.e. National Securities
Depository Ltd. (NSDL) and Central Depository Services (India) Ltd.,
(CDSL). In view of the numerous advantages offered by the Depository
system, members are reguested to avail of the facility of
dematerialisation of the Company''s shares on either of the Depositories
as aforesaid.
SUBSIDIARY:
During the year, the Company has made a strategic acguisition of 100%
shares of AGL Industries Limited, accordingly M/s. AGL Industries
Limited became the Wholly Owned Subsidiary of Asian Granito India
Limited. The Company is engaged in agricultural supplies, farming and
processing of agricultural products, food production and agricultural
commodities trading.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Accounting Standards (AS-21) Consolidated
Financial Statement are attached and form part of the Annual Report and
Accounts.
ACCOUNTS OF SUBSIDIARIES:
Pursuant to the general circular no. 1/2011 issued by Ministry of
Corporate Affairs, Government of India, the Individual accounts of the
subsidiary of the Company (M/s. AGL Industries Limited) for the year
ended on March 31,2014 have not been attached to the Annual Report.
However, a statement giving information as reguired by the aforesaid
circular is attached to the Annual Report. The Annual Accounts of the
subsidiary companies will be available at the registered office of the
Company and also at the venue during the Annual General Meeting. The
Company shall provide free of cost the copy of Annual Accounts of its
subsidiary companies to the shareholders upon their reguest.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of Companies Act, 1956 you''re Directors
confirm that:-
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there is no material departures from
the same;
b) 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 profit or loss
of the Company for that year;
c) the Directors have taken proper and sufficient care for the
maintenance of adeguate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts of the Company on
the''going concern'' basis.
DIRECTORS:
Mr. Suresh bhai J. Patel retire by rotation retire by rotation at the
ensuing Annual General Meeting and being eligible offer himself for
reappointment.
The Company is appointing its independent Directors Mr. Maganlal
Prajapati, Mr. Shankerlal Patel, Mr. Ajendra bhai Patel, Mr. Premji
bhai Chaudhary, Mr. Amrutbhai Patel from April 1, 2014 for consecutive
term upto March 31, 2019 as per the provisions of Companies Act,
2013.The appointment of Dr. Indira Nityanandam, as an Independent
Director of the Company, is subject to the approval of the members. She
is being appointed for consecutive term upto March 31, 2019.
AUDITORS AND THEIR REPORT:
M/s. A.L. Thakkar & Co., Chartered Accountants, Auditors of the Company
hold office upto the date of the ensuing Annual General Meeting. The
Company has received Certificate under Section 224(1) (B) of the
Companies Act, 1956 from them confirming that the appointment if made,
at the ensuing Annual General Meeting, will be within the limits
specified. Your Directors recommend their reappointment and fixing the
remuneration of them.
COST AUDITORS:
We are in process of appointment of M/s. N.D. Birla & Co., Cost
Accountants, Ahmedabad, as the Cost Auditors of the Company for
Financial Year 2014-15 for conducting Cost Audit under the provision of
Section 223B of the Companies Act, 1956.
INDUSTRIAL SCENARIO & BUSINESS OUTLOOK:
Now Industry is witnessing rapid shift for larger sizes/ High value
items like Digital, GVT, Double Charge with different surface looks.
The industry also enjoys the unique distinction of being highly
indigenous with an abundance of raw materials, technical skills,
infrastructural facilities despite being fairly capital intensive. The
potential is huge considering the per capita consumption of ceramic
tiles in India. Faster urbanization and concept of home beautification
is signaling towards growth of the industry. The Indian Industry has
developed an international market although at the lower end. In volume
it ranked 12th in the global market. World Export increased by 8.4%.
Major Exporters are China, Spain and Italy.
As aspirations & perceptions towards home beautification is changing
and slowly tiling sector is moving towards Lifestyle sector. Faster
urbanization and rising disposable incomes of the growing middle class
and 40 million units of housing shortage hold out a great potential
towards growth of the industry. A major change that took over the
ceramic tiles industry, was the introduction of vitrified and porcelain
tiles. These new entrant product types are said to be the tiles of the
future. These new products and the conventional wall & floor tiles have
together made the organised industry grow to a formidable size
industry. This coupled with a spate of expansions by many players make
the industry look very promising in the future.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of the Employees) Rules, 1975
as amended, the names and other particulars of the employees are set
out in the annexure to the Director''s Report. Having regard to the
provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report
excluding the aforesaid information is being sent to the all members of
the Company and other entitled thereto. Any members interested in
obtaining such particulars may write to the Company Secretary at the
registered office of the Company.
INDUSTRIAL RELATIONS:
The industrial relations with employees remained cordial throughout the
year. Your Directors wish to place on record their appreciation of the
devoted services rendered by the workers, staff and employees of the
Company.
ACKNOWLEDGEMENT:
Your Directors would like to express their grateful appreciation for
the assistance and cooperation received from the Company''s valued
customers, members, various department of Central and State Government,
Local Authorities, and Banks during the year under review and looking
to their continued support in the future to the Company''s growth. Your
Directors also wish to place on record their deep sense of appreciation
for the committed services of the executives, staff and workers of the
Company.
Registered Office & Corporate Office: FOR AND ON BEHALF OF
202, Dev Arc, Opp. Iscon Temple, THE BOARD OF DIRECTORS
Sarkhej Gandhinagar Highway,
Ahmedabad - 380 015
Place : Ahmedabad KAMLESHBHAI B. PATEL
Date : May 29, 2014 Chairman & Managing Director
Mar 31, 2013
To, The Members,
The Directors are pleased to present the 18th Annual Report and
Audited Accounts of the Company for the year ended on 31st March, 2013.
FINANCIAL RESULTS:
The summarised financial results of the Company have been given below:
(Rs. in lacs)
Current year Previous year
Particulars (2012-2013) (2011-2012)
Sales and other income 70984.16 62548.50
Increased / Decreased in Stock 2606.03 2488.54
Wind Power Plant Electricity
Generation Income 95.32 83.26
Expenditure 66463.01 58324.61
Profit/(Loss) Before
Interest and Depreciation 7222.50 6795.69
Less: Interest &
Financial Expenses 2521.00 2034.97
Less: Depreciation 2163.18 2059.30
Profit Before Tax 2538.32 2701.42
Less: Provision for current tax 870.00 885.00
Provision for deferred tax (42.54) 11.03
Profit after tax 1710.86 1805.39
Add: Balance Brought Forward 14257.81 12697.20
Amount available for
appropriation
Balance carried to Balance Sheet 15968.67 14502.59
Appropriation: 15968.67 14502.59
Proposed Dividend on Equity
Shares ( Dividend on Equity share) 10.60 210.61
Corporate Tax on Dividend on
Equity Shares ( Tax on dividend) 1.73 34.17
Balance Carried To Balance Sheet 15956.34 14257.81
Industrial Scenario and Future Outlook:
The construction industry in India, which is having major linkages with
building materials segments, has been growing at 15% to 20% year on
year, mainly on the strength of increased manufacturing activities,
industrial growth, and heightened investments, especially by the
government in infrastructure and real estate. Tiles segment, being one
of the building materials segment linked mainly to the instruction
landscape has been growing at 25% to 30% per annum.
While the demand for Tiles is driven by the developments and growth in
construction, realty, housing and infrastructure sectors, it is
expected that expanding construction activities in the largely untapped
rural areas are also expected to provide a huge thrust to the
construction building materials market. Besides, in view of rising
disposable income, rapidly growing middle class and increased
urbanization, etc, it is expected that IndiaÂs per capita consumption
of ceramic tiles will have a healthy growth in the periods ahead. While
India growth story continues in spite of inflationary pressures,
indications are that the long term scenario for the ceramic industry in
general and the tiles segment in particular will remain healthy.
Results of Operations:
The sales and other income of the Company increased to Rs. 70,748.84
lacs as compared to Rs. 62,379.50 Lacs in last year, registering a
growth of 13.41%. The Profit for the year amounted to Rs. 1,710.86 lacs
as compared to Rs. 1,805.39 lacs in last year.
Your Directors are trying to achieve better results in time to come and
to keep the position of market leader in the coming years.
Management''s Discussion & Analysis Report:
A detailed review of the progress of the Company and the future outlook
of the Company and its business as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges is presented in a separate
forming part of Annual Report.
Fixed Deposits:
The Company has not accepted any deposit from public falling under
section 58A & 58AA of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules 1975. All deposit lying with the Company
has been duly paid during the year.
Particulars of Conservation of Energy among others:
The statement of particulars with respect to conservation of energy,
technology absorption and Foreign Exchange earning and outgo pursuant
to section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is annexed herewith as Annexure  ÂA'' which forms part of this
report.
Particulars of Employees:
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, since none of the employees of the Company was in receipt
of total remuneration of Rs. 60,00,000/ - p.a. or Rs.5,00,000/- p.m.
during the financial year under review.
Board of Directors:
In accordance with the provisions of the Companies Act, 1956 and the
Company''s Articles of Association, Mr. Bhaveshbhai Patel, Mr. Kanubhai
Patel and Mr. Bhogibhai Patel, Directors of the Company, retire by
rotation and being eligible, offers them for reappointment at the
ensuing Annual General Meeting.
Corporate Governance:
A separate section on Corporate Governance forming part of the
Directors'' Report and the Certificate from the Company''s Auditors
confirming compliance of Corporate Governance norms as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges is included
in the Annual Report.
Cost Auditors:
We are in process of appointment of M/s. N.D. Birla & Co., Cost
Accountants, Ahmedabad, as the Cost Auditors of the Company for
Financial Year 2013-14 for conducting Cost Audit under the provision of
Section 223B of the Companies Act, 1956.
Directors'' Responsibility Statement:
Pursuant to Section 217(2AA) of Companies Act, 1956 you''re Directors
confirm that:- a) in the preparation of the annual accounts, the
applicable accounting standards have been followed and there is no
material departures from the same;
b) 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 profit or loss
of the Company for that year;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts of the Company on
the Âgoing concern'' basis.
Auditors and Their Report:
M/s. A.L. Thakkar & Co., Chartered Accountants, Auditors, of the
Company hold office upto the date of the ensuing Annual General
Meeting. The Company has received Certificate under Section 224(1) (B)
of the Companies Act, 1956 from them confirming that the appointment if
made, at the ensuing Annual General Meeting, will be within the limits
specified. Your Directors recommend their reappointment and fixing the
remuneration of them.
Industrial Relations:
The industrial relations with employees remained cordial through out
the year. Your Directors wish to place on record their appreciation of
the devoted services rendered by the workers, staff and employees of
the Company.
Acknowledgement
Your Directors would like to express their grateful appreciation for
the assistance and cooperation received from the Company''s valued
customers, members, various department of Central and State Government,
Local Authorities, and Banks during the year under review and looking
to their continued support in the future to the Company''s growth. Your
Directors also wish to place on record their deep sense of appreciation
for the committed services of the executives, staff and workers of the
Company.
Registered Office &
Corporate Office: FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
202, Dev Arc, Opp.
Iscon Temple, Sarkhej Gandhinagar Highway,
Ahmedabad  380 015 KAMLESHBHAI B. PATEL
Date: 8th July, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors are pleased to present the 17th Annual Report and
Audited Accounts of the Company for the year ended on March 31, 2012.
Financial Results
The performance of the Company for the financial year ended on March
31, 2012 is summarised below:
[Rs. in Lacs]
2011-2012 2010-2011
Sales and Other Income 62631.76 54443.87
Increase/ (Decrease) in Stock 2488.54 1566.53
Wind Power Plant Electricity Generation Income NIL 54.85
Expenditure 58754.52 50190.45
Profit/(Loss) Before Interest and Depreciation 6365.77 5874.80
Less: Interest & Financial Expenses 1605.05 1335.86
Less: Depreciation 2059.30 1898.19
Profit Before Tax 2701.42 2640.75
Less: Provision for current tax 885.00 494.92
Provision for deferred tax 11.03 136.39
Profit after tax 1805.39 2009.44
Add: Balance Brought Forward 12697.20 10933.35
Amount available for appropriation
Balance carried to Balance Sheet 14502.59 12942.79
Appropriation: 14502.59 12942.79
Proposed Dividend on Equity Shares 210.61 210.61
Corporate Tax on Dividend on Equity Shares 34.17 34.98
Balance Carried To Balance Sheet 14257.81 12697.20
Industrial Scenario and Future Outlook:
The Indian tile industry, despite an overall slowdown of the economy
Continues to grow at a healthy 15% per annum. Investments in the Last 5
Years have aggregated over Rs. 5000 cr. The overall size of the Indian
Ceramic tile industry is approximately Rs. 18,000 cr (FY12). The
Production during 2011-12 stood at approx. 600 million square metres.
The key drivers for the ceramic tiles in India are the boom in housing
Sector coupled by government policies fuelling strong growth in housing
Sector. The retail boom in the Indian economy has also influenced the
Demand for higher end products. A major change that took over the
Ceramic tiles industry, was the introduction of vitrified and porcelain
Tiles. These new entrant product types are said to be the tiles of the
Future. These new products and the conventional wall and floor tiles
Have together made the organised industry grow to a formidable Rs.
7,200 cr industry. This coupled with a spate of expansions by many
Players make the industry Look very promising in the future. The Indian
Industry has developed an export market although at the Lower end. In
Volume it constitutes Less than half a percent of the global market
Results of Operations:
The sales and other income of the Company increased to Rs. 62,631.76
Lacs as compared to Rs. 54,443.87 Lacs in Last year, registering a
Growth of 14.92%. The Profit for the year amounted to Rs. 1,805.39 Lacs
As compared to Rs. 2,009.44 Lacs in Last year.
Your Directors are hopeful to achieve still better results in time to
Come and to keep the position of market Leader in the coming years.
Dividend
Your Directors recommend payment of dividend at the rate of Re.1/-
(10%) per equity share for the financial year ended on March 31, 2012
On which if approved at the ensuing annual general Meeting will be paid
To (i) those Equity shareholders whose names appear in the Register of
Members of the Company on or before September 14, 2012 and (ii) to
Those members whose particulars as benfecial owners are furnished for
This purpose, by the Depostories, viz. National Securities
Depository Limited and central Depository Services (India) Limited.
Management's Discussion & Analysis Report
A detailed review of the progress of the Company and the future outlook
Of the Company and its business as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges is presented in a separate
Forming part of annual Report
Fixed Deposits
The Company has not accepted any deposit from public falling under
Section 58A & 58AA of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) rules 1975. ALL deposit Lying with the Company
Has been duly paid during the year.
Particulars of Conservation of Energy among others
The statement of particulars with respect to conservation of energy,
Technology absorption and foreign exchange earning and outgo pursuant
To section 217(1)(e) of the Companies Act, 1956 read with the Companies
(disclosure of particulars in the Report of Board of Directors) rules,
1988 is annexed herewith as Annexure - 'A Ã which forms part of this
Report.
Particulars of Employees
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (particulars of employees) rules, 1975 are not applicable to
The Company, since none of the employees of the Company was in receipt
Of total remuneration of Rs. 60,00,000/ - p.a. Or Rs. 5,00,000/- p.m.
During the financial year under review.
Board of Directors
In accordance with the provisions of the Companies Act, 1956 and the
Company's articles of Association, Mr. Kamleshbhai patel, Mr.
Ajendrabhai patel and Mr. Shankarlal patel, Directors of the Company,
Retire by rotation and being eligible; offers themselves for
Reappointment at the ensuing annual general Meeting.
Corporate Governance
A separate section on Corporate Governance forming part of the
Directors' Report and the Certificate from the Company's Auditors
confirming compliance of Corporate Governance norms as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges is included
in the Annual Report
Directors' Responsibility Statement
Pursuant to Section 217(2AA) of Companies Act, 1956 you're Directors
confirm that: -
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there is no material departures from
the same;
b) 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 profit or loss
of the Company for that year;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts of the Company on
the Ãgoing concern' basis.
Auditors and Their Report
M/s. A.L. Thakkar & Co., Chartered Accountants, Auditors, of the
Company hold office upto the date of the ensuing Annual General
Meeting. The Company has received Certificate under Section 224(1) (B)
of the Companies Act, 1956 from them confirming that the appointment if
made, at the ensuing Annual General Meeting, will be within the limits
specified. Your Directors recommend their reappointment and fixing the
remuneration of them.
Industrial Relations
The industrial relations with employees remained cordial through out
the year. Your Directors wish to place on record their appreciation of
the devoted services rendered by the workers, staff and employees of
the Company.
Demat Escrow A/c
The Company is having ÃIPO Escrow account', in which the Company
holds allotted shares and dividend due on shares lying in IPO escrow
account which could not been credited to Allottees account. As on date,
there are Two (2) shareholders whose 301 shares are pending with this
account
SR. APPLNO NAME DPCLITID ALLOTMENT
NO
1 31332896 SURENDRA KAMATH M IN30023910264272 60
2 11583724 SONESH RAJDEV IN30021411587104 241
TOTAL 2 301
Acknowledgement
Your Directors would like to express their grateful appreciation for
the assistance and cooperation received from the Company's valued
customers, members, various department of Central and State Government,
Local Authorities, and Banks during the year under review and looking
to their continued support in the future to the Company's growth. Your
Directors also wish to place on record their deep sense of appreciation
for the committed services of the executives, staff and workers of the
Company.
Registered Office For and on behalf of the Board of Directors
& Corporate Office
202, Dev Arc, Opp. Iskon Temple,
Sarkhej Gandhinagar Highway,
Ahmedabad 380015 Kamleshbhai Patel
Date : August 13, 2012 Chairman & Managing Director
Mar 31, 2011
Dear Members,
The Directors are pleased to present the 16th Annual Report and
Audited Accounts of the Company for the year ended on 31st March, 2011.
Financial Results:
The performance of the Company for the financial year ended on 31st
March, 2011 is summarized below:
(Rs. in Lacs)
Particulars 2010-2011 2009-2010
Sales & Other Income 54443.87 43470.65
Increase/ (Decrease) in Stock 1566.53 904.34
Wind Power Plant Electricity Generation Income 54.85 87.85
Expenditure 50190.45 39404.90
Profit/(Loss) Before Interest & Depreciation 5874.80 5057.94
Less: Interest & Financial Expenses 1335.86 955.53
Less: Depreciation 1898.19 1519.53
Profit Before Tax 2640.75 2582.88
Less: Provision for current tax 494.92 420.80
Provision for deferred tax 136.39 258.18
Profit after tax 2009.44 1903.90
Add: Balance Brought Forward 10933.35 9275.86
Amount available for appropriation
Balance carried to Balance Sheet 12942.79 11179.76
Appropriation: 12942.79 11179.75
Proposed Dividend on Equity shares 210.61 210.61
Corporate Tax on Dividend on Equity Shares 34.98 35.79
Balance Carried To Balance Sheet 12697.20 10933.35
Industrial Scenario and Future Outlook:
The Ceramic tile industry in the country grew in double digit for last
couple of years. This trend is likely to continue due to rise in the
income levels of middle class and huge investments expected in real
estate and infrastructure in the 12th five year plan (2012-17). The
pressure on profit margin is likely to continue due to increase in
various cost components like raw materials, energy, manpower and
interest and the competitive pressure due to continuing creation/
expansion of more capacities.
Results of Operations:
During the year, the Company has made expansion in the existing Marble
Plant and has also started manufacturing of Packing Boxes as backward
integration project to reduce the packing cost and enhancing quality of
packing boxes.The sales & other Income of the Company increased to
Rs.54443.87 Lacs as compared to Rs.43470.65 Lacs in last year,
registering a growth of 25.24%. The Profit for the year amounted to
Rs.2009.44 lacs as compared to Rs. 1903.90 lacs in last year.
Your Directors are hopeful to achieve still better results in time to
come and to keep the position of market leader in the coming years.
Dividend :
Your Directors recommend payment of Dividend at the rate of Rs.1/-
(10%) per Equity Share for the financial year ended on March 31, 2011
on 2,10,61,291 equity shares of Rs.10/- each
Management's Discussion & Analysis Report:
A Detailed review of the progress of the Company and the future outlook
of the Company and its business as stipulated under clause 49 of the
listing Agreement with the stock exchanges is presented in a separate
forming part of Annual Report.
Fixed Deposits:
The Company has complied with the provisions of section 58A & 58AA of
the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules 1975 with regard to the deposits accepted from the public.
Particulars of Conservation of Energy etc.:
The statement of particulars with respect to conservation of energy,
technology absorption and Foreign Exchange earning and outgo pursuant
to section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is annexed herewith as Annexure - " A " which forms part of this
report.
Particulars of Employees:
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, since none of the employees of the Company was in receipt
of total remuneration of Rs.60,00,000/ - p.a. or Rs.5,00,000/- p.m.
during the financial year under review.
Board of Directors:
In accordance with the provisions of the Companies Act, 1956 and the
Company's Articles of Association, Mr. Maganlal Prajapati, Mr.
Maheshchandra Julka and Mr. Mukeshbhai Patel, Directors of the Company,
retire from the Board by rotation and being eligible, offer themselves
for reappointment at the ensuing Annual General Meeting.
The Board of Directors at its meeting held on 11th May, 2011 has
promoted Mr. Mukeshbhai Patel from whole time director to Managing
Director of the Company for a period of 5 (five) years with effect from
June 1, 2011. Your Directors recommends his appointment for your
approval.
Directors' Responsibility Statement:
Pursuant to Section 217(2AA) of Companies Act, 1956 your Directors
confirm that: -
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there is no material departures from
the same;
b) 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 profit or loss
of the Company for that year;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts of the Company on
the Ãgoing concern basis.
Corporate Governance
A separate section on Corporate Governance forming part of the
Directors' Report and the Certificate from the Company's Auditors
confirming compliance of Corporate Governance norms as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges is included
in the Annual Report.
Auditors and Their Report
M/s. A.L. Thakkar & Co., Chartered Accountants, Auditors, of the
Company hold office upto the date of the ensuing Annual General
Meeting. The Company has received Certificate under Section 224(1)(B)
of the Companies Act, 1956 from them confirming that the appointment if
made, at the ensuing Annual General Meeting, will be within the limits
specified. Your Directors recommend their re-appointment and fixing the
remuneration of them.
Industrial Relations :
The industrial relations with employees remained cordial through out
the year. Your Directors wish to place on record their appreciation of
the devoted services rendered by the workers, staff and employees of
the Company.
Acknowledgement
Your Directors would like to express their grateful appreciation for
the assistance and co-operation received from the Company's valued
customers, members, various department of Central & State Government,
Local Authorities, and Banks during the year under review and looking
to their continued support in the future to the Company's growth. Your
Directors also wish to place on record their deep sense of appreciation
for the committed services of the Executives, Staff and Workers of the
Company.
Registered Office & Corporate Office:
For and on behalf of the Board of
Directors
202, Dev Arc, Opp. Iskon Temple,
Sarkhej Gandhinagar Highway,
Ahmedabad 380015 Kamleshbhai Patel Mukeshbhai Patel
Date : 12.08.2011 Chairman & Managing Director Managing Director
Mar 31, 2010
The Directors are pleased to present the 15th Annual Report and
audited accounts of the Company for the year ended 31st March, 2010.
Financial Results :
The performance of the Company for the financial year ended 31st March,
2010 is summarized below:
(Rs. in Lacs)
Particulars 2009-2010 2008-2009
Sales & Other Income 43470.65 35327.68
Increase/ (Decrease) in Stock 904.34 2180.86
Wind Power Plant Electricity Generation Income 87.85 98.16
Expenditure 39404.90 31970.07
Profit/(Loss) Before Interest & Depreciation 5057.94 5636.63
Less: Interest & Financial Expenses 955.53 1140.83
Less: Depreciation 1519.53 1093.41
Profit Before Tax 2582.88 3402.39
Less: Provision for current tax 420.80 641.00
Provision for deferred tax 258.18 252.71
Provision for fringe benefit tax 0.00 25.64
Less/ Add:(Excess)/short provision of I.T.
w/back 0.00 (18.31)
Profit after tax 1903.90 2501.35
Add: Balance Brought Forward 9275.85 6096.17
Less: Earlier year depreciation w/off 0.00 221.25
Amount available for appropriation
Balance carried to Balance Sheet 11179.75 8376.27
Add : On Amalgamation 0.00 899.58
Appropriation: 11179.75 9275.85
Proposed Dividend on Equity shares 210.61 0
Corporate Tax on Dividend on Equity Shares 35.79 0
Balance Carried To Balance Sheet 10933.35 9275.85
Dividend :
Your Directors recommend payment of Dividend at the rate of Re.1/- each
per Equity Share for the year ended on March 31, 2010 on 2,10,61,291
equity shares of Rs.10/- each
Results of Operations:
During the year the Company has started new Division called Agro Tech
Division. The sales & other Income of the Company increased to
Rs.43470.65 Lacs as compared to Rs.35327.68 Lacs in last year,
registering a growth of 18.73%. The Profit for the year amounted to
Rs.1903.90 lacs as compared to Rs. 2501.35 lacs in last year.
Your Directors are hopeful to achieve still better results in time to
come and to keep the position of market leader in the coming years.
Managements Discussion & Analysis Report:
A Detailed review of the progress of the Company and the future outlook
of the Company and its business as stipulated under clause 49 of the
listing Agreement with the stock exchanges is presented in a separate
forming part of Annual Report.
Fixed Deposits:
The Company has complied with the provisions of section 58A & 58AA of
the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules 1975 with regard to the deposits accepted from the public.
Particulars of Conservation of Energy etc.:
The statement of particulars with respect to conservation of energy,
technology absorption and Foreign Exchange earning and outgo pursuant
to section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is annexed herewith as Annexure ÃAÃ which forms part of this
report.
Particulars of Employees :
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, since none of the employees of the Company was in receipt
of total remuneration of Rs.24,00,000/- p.a. or Rs.2,00,000/- p.m.
during the financial year under review.
Board of Directors:
In accordance with the provisions of the Companies Act, 1956 and the
Companys Articles of Association, Shri Kamleshbhai Patel, Shri
Ajendrabhai Patel and Shri Shankarlal Patel Directors of the Company,
retire from the Board by rotation and being eligible, offer themselves
for reappointment at the ensuing Annual General Meeting.
Directors Responsibility Statement:
Pursuant to Section 217(2AA) of Companies Act, 1956 your Directors
confirm that: -
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there is no material departures from
the same;
b) 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 profit or loss
of the Company for that year;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts of the Company on
the Ãgoing concern basis.
Corporate Governance
A separate section on Corporate Governance forming part of the
Directors Report and the Certificate from the Companys Auditors
confirming compliance of Corporate Governance norms as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges is included
in the Annual Report.
Auditors and Their Report
M/s. A.L. Thakkar & Co., Chartered Accountants, Auditors, of the
Company hold office upto the date of the ensuing Annual General
Meeting. The Company has received Certificate under Section 224(1)(B)
of the Companies Act, 1956 from them confirming that the appointment if
made, at the ensuing Annual General Meeting, will be within the limits
specified. Your Directors recommend their re-appointment and fixing the
remuneration of them.
Industrial Relations :
The industrial relations with employees remained cordial through out
the year. Your Directors wish to place on record their appreciation of
the devoted services rendered by the workers, staff and employees of
the Company.
Acknowledgement
Your Directors would like to express their grateful appreciation for
the assistance and co-operation received from the Companys valued
customers, members, various department of Central & State Government,
Local Authorities, and Banks during the year under review and looking
to their continued support in the future to the Companys growth. Your
Directors also wish to place on record their deep sense of appreciation
for the committed services of the Executives, Staff and Workers of the
Company.
Registered Office &
Corporate Office: For and on behalf of the Board of
Directors
202, Dev Arc, Opp. Iskon Temple,
Sarkhej Gandhinagar Highway,
Ahmedabad 380015 Kamleshbhai Patel Hasmukhbhai Patel
Date : 29.07.2010 Chairman & Managing
Director Managing Director