Directors Report of Stovec Industries Ltd.
Dec 31, 2023
The Company''s Board of Directors ("Boardâ) is pleased to present the fiftieth Annual Report of Stovec Industries Limited ("Stovecâ or "Companyâ) for the financial year ended 31st December, 2023 ("year under reviewâ or "yearâ or "FY23â).
1. FINANCIAL PERFORMANCE
|
(Rs. in Million except EPS) |
||
|
Particulars |
FY23 |
FY22 |
|
Revenue from Operations (net) Other Income Total Income: Total Expenditure: Gross Profit before Depreciation and Amortization exp. Less: Depreciation & Amortization expenses Profit Before Exceptional Items and Tax Add: Exceptional items Profit before tax Current Tax Deferred tax (Excess)/Short provision of income tax of earlier years (Net) Profit After Tax Add: Profit brought forward from previous year Dividend on equity shares (Refer Note below) Remeasurement (losses) / gains on defined benefit plans (net of tax) Profit available for appropriation & carried forward to Balance Sheet EPS |
2,072.56 |
2,358.49 |
|
44.33 |
46.17 |
|
|
2,116.89 |
2,404.66 |
|
|
1,939.08 |
2,097.48 |
|
|
177.81 |
307.18 |
|
|
63.62 |
59.78 |
|
|
114.19 |
247.40 |
|
|
0 |
77.06 |
|
|
114.19 |
324.46 |
|
|
30.78 |
83.82 |
|
|
(3.80) |
(5.17) |
|
|
(3.16) |
(1.86) |
|
|
90.37 |
247.67 |
|
|
1,643.49 |
1,514.35 |
|
|
(425.96) |
(119.02) |
|
|
(1.28) |
0.49 |
|
|
1,306.62 |
1,643.49 |
|
|
43.28 |
118.61 |
|
During the year, your Company has achieved standalone revenue from operations of '' 2,072.56 Million as compared to '' 2,358.49 Million in previous year, and Operational Profit (PBT) stood at '' 114.20 Million as compared to '' 324.46 Million in previous year. A detailed overview of the global and Indian economy has been provided in the Management, Discussion and Analysis Report.
The Company has no subsidiary, associate and joint venture company during the year.
There is no amount transferred to the reserves.
On the occasion of 50th anniversary of the Company, the Board of Directors of the Company has declared and paid interim dividend as one-time special dividend of '' 157/- per equity share of '' 10/- each to the shareholders of the Company during the year.
Committed towards the stakeholders'' return vis a vis Company''s performance in the year, Board has recommended final dividend of '' 17/- per equity share of '' 10/- each (i.e. 170%) for the financial year ended on 31st December, 2023 subject to the approval of members in the ensuing annual general meeting of the Company.
The aggregate dividend for the financial year ended on 31st December, 2023, on approval of the proposed final dividend at ensuing annual general meeting would be '' 174/- per shares amounting to '' 363.31 Million
[including interim dividend of '' 157/- per share amounting to '' 327.82 Million]
Unclaimed dividend of '' 1.64 Million pertaining to FY2015 has been transferred to the Investor Education and Protection Fund (''IEPF'') during the year upon completion of seven years in accordance with IEPF Rules.
During the year under review, there was no change in the paid-up share capital of the Company. The Company''s
paid-up equity share capital stood at '' 20.88 Million as on 31st December, 2023. No shares or securities were issued by the Company during the year.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required to be given under Section 134(3) (m) of the Companies Act, 2013 ("Actâ) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure-I to this Report.
The Company has not accepted any deposits during the year which falls under Chapter V of the Act and rules made thereunder.
Report on Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ), is annexed to the Annual Report as Annexure-II along with the certificate of Practicing Company Secretary for compliance of the conditions of Corporate Governance.
The Company has in place Audit Committee in terms of requirements ofthe Act read with rules framed thereunder and the Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. During the year under review, Board has accepted all recommendations of the Audit Committee and there were no incidence of deviation from such recommendations during the financial year under review.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Garrett Forde (DIN: 09040078) Non-executive director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment. The particulars of his re-appointment have been given in the notice of the AGM.
None of the directors has been disqualified as specified in section 164 of the Companies Act, 2013 nor debarred or disqualified from being appointed or act as director of the Company as specified in Regulation 34(f) of the Listing Regulation and certificate to this effect has been obtained from the Sandip Sheth and Associates, a firm of practicing company secretaries.
Company meets the requirement of section 203 of the Companies Act, 2013 of having Key Managerial Personnel (KMP). Mr. Shailesh Wani, Managing Director (DIN: 06474766), Mr. Paras Mehta, Chief Financial Officer and Mr. Sanjeev Singh Sengar, Company Secretary are the KMP of the Company.
The Company''s Independent Directors have given requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct. The Independent Directors of the Company are registered with the Indian Institute of Corporate Affairs (IICA) who maintained data bank of the independent directors and they meet the requirements of proficiency selfassessment test.
The independent directors are being updated on company''s performance, industry''s overview, business model, associated risks and opportunities through various presentations at the meeting of the board of directors of the company and regulatory updates are presented or circulated to the Board members from time to time towards their familiarization program.
During the financial year, four meetings of the Board were held, details of which are given in the Corporate Governance Report annexed to this report.
Disclosure on the compliance of Secretarial
Standards: The Board affirms to the best of their knowledge that the Company has complied with all the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.
The performance evaluation of the Directors, Chairman, Board as a whole and Committees of the Board were made during the year in accordance with the provisions of the Act and Listing Regulations.
Nomination and remuneration committee has evaluated the aforesaid performance taking into accounts inter alia feedback of the each of the directors on structured questionnaire made for evaluating the above performance. Independent Directors in their meeting has also evaluated the performance of Chairman and the directors individually. The results from this evaluation
process have been communicated to the Chairman of the Board. The evaluation has been further elaborated in corporate governance report section.
12. CORPORATE SOCIAL RESPONSIBILITY
I n accordance with Section 135 of the Act and Rules framed thereunder, the Corporate Social Responsibility ("CSR") Committee has been constituted consisting of three members, details of which is given in the Corporate Governance Report. The Company has implemented its CSR projects during the year through the implementing agencies approved by the Committee and Board. The details of CSR policy and Annual report on CSR activities of the Company as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, have been provided in Annexure-III to this report.
13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")
Last year, we had published our First BRSR report of the Company ahead of the mandate. We are proud to publish our 2nd BRSR of the Company for the year 2023. The BRSR would follow the format detailed in the amendment to Regulation 34(2) (f) of Listing Regulations vide Gazette notification no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated 10th May, 2021 and will form a part of this Annual Report. The BRSR for Financial Year 2023 is aligned with the nine principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India and annexed to this report as Annexure-IV.
14. NOMINATION AND REMUNERATION POLICY
Gist of the Nomination and Remuneration Policy of the Company is covered in Corporate Governance Report section of this report.
15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company''s internal control system commensurate with the size, scale and complexity of its operations and they are well defined. Management and the Internal Auditors monitors and evaluates the efficacy and adequacy of internal control systems of the Company with reference to the Financial Statement, its compliance with standard operating procedures, accounting procedures and policies. Reports of Internal Auditor are quarterly placed before the Audit Committee for its review. Based on the report of Internal Auditors, process owners undertake corrective actions in their respective areas and thereby strengthening the controls
continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee.
Our internal control system, supports orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. During the year under review, no material weakness is reported and observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.
16. ANNUAL RETURN
Annual Return for FY2023 is available on the Company''s website at www.stovec.com as required by section 92 of the Act.
17. CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All the transactions with related parties that were entered during the year were at arms'' length and in the ordinary course of business of the Company and none of them were material except one which was approved by the members in previous AGM held in 2022. Particulars of such material related party transactions in Form AOC-2 is reported as required by section 134 read with section 188 of the Companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rules, 2014 by way of Annexure-VI to this report.
During the period under review, all the Related Party Transactions (RPTs) were placed before the audit committee for its prior approval and audit committee grants its approval or omnibus approval, as the case may be, considering, inter alia, their nature and repetitiveness. There was no material modification in any of the RPTs during the year. All RPTs including omnibus approvals are reviewed by the audit committee quarterly. The Company has framed a policy on RPTs for the purpose of identification, approval and monitoring of such transactions.
The policy on Related Party Transactions is hosted on the Company''s website at www.stovec.com. Necessary related party disclosures are made in note no. 30 of notes to financial statements.
18. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
As at 31st December, 2023, the Company has no intercorporate loans, investments, guarantees or security as specified in Section 186 of the Act.
Your company believes in doing business with integrity and displays zero tolerance for any form of unethical behavior. In terms of Section 177(9) of the Act, vigil mechanism for the Directors and employees has been framed to report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Company''s code of conduct, which also provides for adequate safeguards against victimization of director(s) / employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional circumstances. Audit Committee oversees and review the functioning of this policy from time to time.
The whistleblower policy of the company is available on the Company''s website at www.stovec.com at https://2131785.fs1.hubspotusercontent-na1.net/ hubfs/21 31785/Media%20(website)/Stovec%20 investor%20relations/6.%20Policies/Whistle%20 Blower%20Policy.pdf
Your company has a risk management policy pursuant to Section 134(3)(n) of the Act, 2013 read with Companies (Accounts) Rules, 2014, which guides identification of risk, that may threaten to the existence of the Company, assess them and mitigation plan.
The risk management process is designed to safeguard the organization from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates. The Audit Committee oversees the risk management system and its adequacy.
21. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) and 134 (5) of the Act, your directors confirm, to the best of their knowledge and belief:
a) that in the preparation of the annual financial statements for the year ended 31st December, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) that such accounting policies have been selected and applied consistently and judgment 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 31st December, 2023 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) t hat the annual financial statements for the year ended 31st December, 2023, have been prepared on a going concern basis;
e) that proper internal financial controls are in place in the Company and that such internal financial controls are adequate and are operating effectively; and
f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
22. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Company has framed a policy on Sexual Harassment at workplace which aims to provide protection to women employees at workplace and prevent and redress complaints of sexual harassment and for matters connected therewith or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. An internal complaint''s committee has been set up to redress complaints regarding sexual harassment.
The Company has not received any complaint under the sexual harassment of women at workplace during the year under review.
23. AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS
M/s. SRBC & CO LLP, Chartered Accountants (FRN 324982E/E300003) is appointed as Statutory Auditors of the Company for a term of 5 consecutive years to hold office from the conclusion of 46th Annual General Meeting until the conclusion of 51st Annual General Meeting to be held in the year 2025 pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditor''s) Rules, 2014.
M/s. Shah & Shah Associates, Chartered Accountants, (Firm Registration No. 113742W) who had been an Internal Auditor of the Company was re-appointed as internal auditor for the FY2024 as well for the purpose of maintaining proper and adequate internal financial control.
COST RECORDS AND COST AUDITORS
In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, your company duly maintain the cost accounts and records.
Board on the recommendation of the audit committee, have reappointed M/s Dalwadi and Associates, Cost Accountants (Firm Registration No.000338) as its Cost Auditors to audit the cost records of the Company for the financial year 2024. The Audit report on the cost records of the Company will be submitted to the Central Government in due course. A certificate has been received from the Cost Auditors to the effect that their appointment as Cost Auditors of the Company , if made, would be in accordance with the limit as specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking member''s approval for the remuneration payable to Cost Auditors forms part of the Notice convening 50th Annual General Meeting of the Company and the same is recommended for approval of Members.
Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Listing Regulations, M/s Sandip Sheth & Associates, Practicing Company Secretaries (COP No. 4354) was appointed secretarial auditor of the Company for conducting secretarial audit for the financial year ended on 31st December, 2023. The secretarial audit report provided by him is annexed to this report as Annexure-VII.
The Auditors'' Report to the members for the year under review does not contain any qualifications or reservations or adverse remarks of the respective auditors and need not require any comments or explanation under section 134(3)(f) of the Act.
There have been no instances of fraud reported by any of the auditors under Section 143(12) of the Act and Rules made thereunder, either to the Company or to the Central Government.
24. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report, which affect the financial position of the Company.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
As on date of this report, there are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in future.
The statement related to the remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is provided as Annexure-V to this Report.
The information on employees'' particulars as required by Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding such information. The said information is available for inspection by any members at the Registered Office of the Company on any working day (i.e. except Saturday, Sunday and Public Holidays) up to the date of Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
27. ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to health and safety of its employees, contractors and visitors. We are compliant with all EHS Regulations stipulated under the Water (Prevention and Control of Pollution) Act, The Air (Prevention and Control of Pollution) Act, The Environment Protection Act and the Factories Act and Rules made thereunder. Our mandate is to go beyond compliance standards, and we are progressive in this direction.
The health and safety of our people is paramount. We prepare our people as much as possible for the potential risks in our facilities. This preparation includes adherence to clear standards, education, training, auditing and follow-up to reinforce accountability.
28. HUMAN RESOURCE & INDUSTRIAL RELATIONS
Your Directors believe that the key to the success of any Company are its employees. Industrial Relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the cooperation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.
a. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
b. The Company is debt free and has no loan. Hence, there has been no such instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.
The Board express its appreciation for the contribution, cooperation and confidence reposed by SPG Prints B.V. - the Parent Company. The Directors further express their deep sense of gratitude to the Central and State Government Ministries and departments, shareholders, customers, suppliers, business associates, bankers, employees, and all other stakeholders for their support and look forward to their continued co-operation and support.
Dec 31, 2018
The Directors are pleased to present the 45th Annual Report and the Audited Financial Statement of the Company for the year ended December 31, 2018.
1. FINANCIAL RESULTS
|
Particulars |
Current Year 31.12.2018 (Rs. in Millions) |
Previous Year 31.12.2017 (Rs. in Millions) |
||
|
Revenue from Operations (net) |
1930.16 |
2175.69 |
||
|
Other Income |
61.27 |
38.44 |
||
|
(a) Total Income: |
1991.43 |
2214.13 |
||
|
(b) Total Expenditure: |
1528.44 |
1760.36 |
||
|
Gross Profit before Depreciation and Amortization expenses |
462.99 |
453.77 |
||
|
Less: Depreciation & Amortization expenses |
52.53 |
59.81 |
||
|
Profit Before Exceptional Items and Tax |
410.46 |
393.96 |
||
|
Add: Exceptional items |
141.08 |
- |
||
|
Profit before tax |
551.55 |
393.96 |
||
|
Less: Current Tax |
158.96 |
137.08 |
||
|
Deferred tax |
(3.05) |
0.79 |
||
|
(Excess)/Short provision of income tax of earlier years (Net) |
- |
155.91 |
(0.86) |
137.02 |
|
Profit After Tax |
395.64 |
256.94 |
||
|
Add: Profit brought forward from previous year |
827.56 |
649.52 |
||
|
Dividend on equity shares |
(75.17) |
(64.73) |
||
|
Tax on Dividend |
(15.45) |
(13.18) |
||
|
Remeasurement gains/(losses) on defined benefit plans (net of tax) |
(1.57) |
(0.99) |
||
|
Profit available for appropriation |
1,131.01 |
827.56 |
||
|
Profit carried forward to Balance Sheet |
1,131.01 |
827.56 |
||
2. PERFORMANCE OVERVIEW
Standalone
The business environment in general and in particular of the textile industry remained somewhat subdued in 2018, contributed by liquidity issues and difficulty in obtaining finance from Banks at our customers end. In financial year 2018, despite tough business environment, your Company has achieved standalone revenue from operations of Rs. 1,930.16 Million (Previous year Rs. 2,175.69 Million) a decline of about 13% in revenue as compared to previous year. The decline in revenue from operations is mainly on account of low capital investment by our customer(s) and textile industry in general, which resulted in reduced demand for Company''s Capital Products. However, despite decline in sales, with the quality products in hand and strong sales force, your company has maintained the margins and achieved Operational Profit of Rs. 410.46 Million (Previous year Rs. 393.96 Million); a growth of about 4% as compared to previous year. During the year, the Company has made profit from exceptional item of Rs. 141.08 Million from divestment by the Company of its 100% equity investment in Atul Sugar Screens Pvt. Ltd. ("Atul") and sale of certain identified assets of galvanic business to Atul.
Consolidated
Your Company has achieved consolidated revenue from operations of Rs. 1948.04 Million and Operational Profit of Rs. 414 Million. The Company has also made profit from exceptional item of Rs. 80.90 Million from divestment of 100% equity investment in Atul and sale of certain identified assets of galvanic business to Atul.
3. RESERVES AND SURPLUS:
The Company has not transferred any amount to General Reserves for the financial year 2018.
4. DIVIDEND:
Considering the Company''s financial performance, the Board of Directors have recommended payment of Final Dividend of Rs. 55/- per equity share having face value of Rs. 10/- each (i.e. 550%) for the financial year ended on December 31, 2018. This comprises of normal dividend of Rs. 40/- per equity share and a special dividend of Rs. 15/- per equity share on account of gain arising from divestment of equity investment and sale of assets of galvanic business. This Final Dividend is subject to the approval of Members in the 45th Annual General Meeting of the Company.
5. DIVESTMENT OF EQUITY INVESTMENT HELD IN WHOLLY OWNED SUBSIDIARY
Based on recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on March 1, 2018 had in-principle approved divestment of 100% equity investment held by the Company in Atul, a Wholly Owned Subsidiary Company (Not a Material Subsidiary) and constituted Divestment Committee to finalize the said divestment. The Divestment Committee in its meeting held on March 7, 2018, had approved divestment of 100% equity investment held in Atul for a total consideration of INR 104 Million, pursuant to a group restructuring exercise. The consideration was arrived at on the basis of valuation report issued by Independent Valuer. Consequent to such divestment, Atul ceased to be subsidiary of the Company w.e.f March 22, 2018.
6. SALE OF IDENTIFIED ASSETS RELATED TO SUGAR SCREENS BUSINESS
Based on the recommendation of Audit Committee, the Board of Directors of the Company in its meeting held on April 5, 2018, had approved the sale of identified assets related to Sugar Screens business and assignment of trademark "Atul" to Atul Sugar Screens Pvt. Ltd. at a total consideration of INR 99.62 Million. The sale consideration was arrived at as per valuation report issued by Independent Valuer.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required to be given under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure I forming part of this Report.
8. FIXED DEPOSITS
During the year, the Company has not accepted any deposits falling within the purview of Section 73 of the Act and rules made there under.
9. CORPORATE GOVERNANCE
A separate report on Corporate Governance Compliance and a Management Discussion and Analysis Report as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of the Director''s Report as Annexure-II and III respectively along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance.
10. AUDIT COMMITTEE
The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
On the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Ms. Sangeeta Sachdev (DIN: 08118379) and Mr. Eiko Ris (DIN: 07428696) as an Additional Director on the Board of the Company w.e.f May 2, 2018 and March 12, 2019 respectively, who holds office up to the date of forthcoming Annual General Meeting and are eligible for appointment as a Director of the Company. Notice under Section 160 of the Act has been received from Member(s) proposing their candidature for the office of Director of the Company. The Board recommends their appointment as Directors to the members of the Company.
Ms. Everdina Herma Slijkhuis (DIN: 06997013) due to her other pre-occupations has resigned from the Board of the Company w.e.f. May 2, 2018. The Board placed on record its appreciation for the contribution made by her as a Board Member.
At the 45th Annual General Meeting, Mr. Dirk Wim Joustra (DIN: 00481154) retires by rotation and being eligible, offers himself for re-appointment.
The Members at the 41st Annual General Meeting, appointed Mr. Khurshed. M. Thanawalla (DIN: 00201749) and Mr. Marco Wadia (DIN: 00244357) as an Independent Director of the Company for a term of five consecutive years as per the requirement of the Act. The abovenamed Independent Directors have furnished declarations to the Company, confirming that they meet the criteria prescribed for Independent Directors under Section 149 (6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
As per SEBI (Listing Obligations and Disclosure Requirements) Amendment Regulations, 2018, the Company has received the approval of Members of the Company by way of Postal Ballot on January 2, 2019, for continuation of directorship of Mr. K.M. Thanawalla, who has attained the age of seventy five years on December 24, 2017 and for payment of commission to Mr. K.M. Thanawalla exceeding 50% of total commission that may be payable to Independent Directors of the Company for the financial year 2018.
The tenure of Mr. Shailesh Wani, as a Managing Director of the Company expires on September 30, 2019. The Board of Directors in its meeting held on February 14, 2019, noted that Company has grown under his leadership and it will be in the interest of the Company to re-appoint him. Based on the recommendation of Nomination and Remuneration Committee, the Board has re-appointed Mr. Shailesh Wani, as a Managing Director of the Company for a further period of three years w.e.f. October 1, 2019, subject to the approval of Members of the Company.
Mrs. Varsha Adhikari resigned as a Company Secretary of the Company with effect from the close of business hours of January 21, 2019. Consequently, she also ceases to be the Compliance Officer and Key Managerial Personnel of the Company. The Board had appointed Mr. Vijay Moolani as the Compliance Officer of the Company w.e.f. February 14, 2019. He resigned as the Compliance Officer of the Company w.e.f April 5, 2019. The Board has appointed Mr. Sanjeev Singh Sengar, as the Company Secretary and Compliance Officer of the Company w.e.f April 5, 2019 and categorized him as a Whole-time Key Managerial Personnel of the Company.
12. BOARD MEETING
During the financial year ended December 31, 2018, five meetings of the Board of Directors were held. The details of the attendance of Directors at the Board Meeting are mentioned in the Corporate Governance Report annexed hereto.
Your Directors confirm that to the best of their knowledge and belief, applicable provisions related to Secretarial Standards on Meetings of the Board of Directors, issued by The Institute of Company Secretaries of India and approved by the Central Government, have been complied with.
13. PERFORMANCE EVALUATION
The details of Annual Performance Evaluation of Individual Directors including Chairperson, Board of Directors and Committees of Board of Directors are mentioned in the Corporate Governance Report.
14. CORPORATE SOCIAL RESPONSIBILITY
In accordance with Section 135 of the Act and Rules framed thereunder, the Company has constituted a Corporate Social Responsibility ("CSR") Committee of Directors. The details of composition of CSR Committee are given in the Corporate Governance Report. The details of CSR policy and CSR spending by the Company as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, have been provided as Annexure-IV to this report.
15. REMUNERATION POLICY
The details of the Remuneration Policy is mentioned in the Corporate Governance Report. A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) is provided as Annexure V forming part of this Report.
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of Internal Audit is well defined in the organization. The Internal Audit Report is regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with standard operating procedures, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee of the Board.
17. EXTRACTS OF ANNUAL RETURN
The extracts of Annual Return in Form MGT-9 as required under Section 92(3) of the Act (as amended) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended), is available at the website of the Company at www.stovec.com at https://www.spgprints.com/ spgprints-group/companies-agents/stovec-industries-ltd.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The Particulars of contract or arrangement with Related Parties referred to in Section 188 (1) of the Act, in the prescribed Form AOC-2 forms part of this Report as Annexure VI.
Further, based on the recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on April 5, 2019, subject to the approval of Members in the forthcoming Annual General Meeting, have approved material related party transaction relating to acquisition of Service and Spare Parts Business relating to rotary printing equipment, which includes, design & drawings, customer & supplier database and other related assets, each of which forms an integral part of the Service and Spare Parts Business, from SPGPrints B.V., the Holding Company of the Company, at a total consideration of Euro 2.49 Million (equivalent to approximately INR 199 Million), which is based on independent valuation.
19. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
The details of Investments under Section 186 of the Act is provided in note no. 5 of Notes to the Standalone Financial Statements.
20. VIGIL MECHANISM
As per the provisions of Section 177(9) of the Act, the Company is required to establish a Vigil Mechanism for Directors and Employees to report genuine concerns. The Company has a Whistle Blower Policy (also known as Vigil Mechanism) in place and the details of the Whistle Blower Policy are provided in the Report on Corporate Governance forming part of this Report.
The Company has disclosed information about the establishment of the Whistleblower Policy on its website at www.stovec.com at httDs://www.spaDri nts.com/uDloads/documents/Stovec/Stovec-Dolicies/ Whistle Blower Policy.pdf.
21. RISK MANAGEMENT
The Company has formulated Risk Management Policy to monitor the risks and to address/mitigate those risks associated with the Company. The Board of Directors do not foresee any elements of risk, which in its opinion, may threaten the existence of the Company.
22. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) and 134 (5) of the Act, your directors confirm, to the best of their knowledge and belief:
a) that in the preparation of the annual financial statements for the year ended December 31, 2018, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) that such accounting policies have been selected and applied consistently and judgment 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 December 31, 2018 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 December 31, 2018, have been prepared on a going concern basis;
e) that proper internal financial controls are in place in the Company and that such internal financial controls are adequate and are operating effectively; and
f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
23. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaint''s Committee has also been set up to redress complaints regarding sexual harassment and accordingly the Company has complied with the provisions relating to the constitution of Internal Complaints Committee in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint with allegations of sexual harassment was received by the Company.
24. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder, either to the Company or to the Central Government.
25. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditor''s) Rules, 2014, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) were appointed as Statutory Auditors of the Company for a term of 5 consecutive years to hold office from the conclusion of 43rd Annual General Meeting until the conclusion of 48th Annual General Meeting, subject to ratification of their appointment by Members at every subsequent Annual General Meeting.
The Ministry of Corporate Affairs vide Companies Amendment Act, 2017, omitted the requirement related to ratification of appointment of Statutory Auditors at every Annual General Meeting w.e.f. May 7, 2018. Pursuant to the amendment, the Board hereby recommends to the Members of the Company to delete the requirement of seeking ratification of appointment of Statutory Auditors, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) at every Annual General Meeting, from the resolution passed at the 43rd Annual General Meeting of the Company held on May 11, 2017."
26. COST RECORDS AND COST AUDITORS
In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended), it is stated that the cost accounts and records are made and maintained by the Company as specified by Central Government.
Further, the Board of Directors on the recommendation of the Audit Committee, have appointed M/s Dalwadi and Associates, Cost Accountants (Firm Registration No.000338) as its Cost Auditors to audit the cost records of the Company for the financial year 2019, at a remuneration as mentioned in the Notice convening the 45th Annual General Meeting. A certificate has been received from the Cost Auditors to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Member''s approval for the remuneration payable to Cost Auditors forms part of the Notice convening 45th Annual General Meeting of the Company and the same is recommended for the consideration and approval of Members. The Company had filed Cost Audit Report for financial year ended December 31, 2017 on May 30, 2018, which is within the time limit as prescribed under The Companies (Cost Records and Audit) Rules, 2014 (as amended).
27. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Sandip Sheth & Associates, Practicing Company Secretaries (COP No. 4354), for conducting Secretarial Audit of the Company for the financial year ended on December 31, 2018. The Secretarial Audit Report is provided as Annexure-VII to this report.
28. AUDITORS REPORT
There are no qualifications, reservations or adverse remarks made by M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors, in their audit report and by M/s. Sandip Sheth & Associates, Practicing Company Secretaries, Secretarial Auditors in their secretarial audit report and therefore need not require any comments under section 134(3)(f) of the Act.
29. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE END OF THIS REPORT.
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.
However, the Company, subject to the approval of Members in the forthcoming Annual General Meeting of the Company to be held on 9th May 2019, has proposed acquisition of Service and Spare Parts Business relating to rotary printing equipment from SPGPrints B.V., the Holding Company of the Company, at a total consideration of Euro 2.49 Million (equivalent to approximately INR 199 Million), based on independent valuation. The said transaction has also been reported at Sr. No. 18 to this report.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
As on date of this report, there are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in future.
31. PARTICULARS OF EMPLOYEES
The information on employees particulars as required under Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is provided in the Annexure forming part of the Report. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding aforesaid Annexure. The said information is available for inspection by the Members at the Registered Office of the Company as per the details mentioned in the Notice of 45th Annual General Meeting, on any working day of the Company (i.e. except Saturday, Sunday and Public Holidays) up to the date of the 45th Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company.
Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels.
32. ACKNOWLEDGEMENT
The Board of Directors express its deep sense of appreciation for the contribution, co-operation and confidence reposed in the Company by SPGPrints B.V. - the Parent Company. The Board of Directors also extend its gratitude to its valued shareholders, employees, customers, bankers, suppliers and other stakeholders for their continued co-operation and support.
For and on behalf of Board of Directors
Sd/-
Date: April 5, 2019 K.M.Thanawalla
Place: Ahmedabad Chairman
DIN: 00201749
Dec 31, 2016
TO THE MEMBERS
The Directors are pleased to present the 43rd Annual Report and the Audited Financial Statement of the Company for the year ended December 31, 2016.
1. FINANCIAL RESULTS
|
Particulars |
Current Year 31.12.2016 (Rs, in Millions) |
Previous Year 31.12.2015 (Rs, in Millions) |
||
|
Revenue from Operations (net) Other Income |
1885.13 39.48 |
1,567.02 35.55 |
||
|
(a) Total Income: (b) Total Expenditure: |
1924.61 1533.58 |
1,602.57 1,240.34 |
||
|
Gross Profit before Depreciation and Amortization expenses |
391.03 |
362.23 |
||
|
Less: Depreciation & Amortization expenses Operational Profit/Profit Before Tax |
51.25 339.78 |
51.57 310.66 |
||
|
Less: Current Tax Deferred tax Excess provision of income tax of earlier years (Net) |
120.48 (4.87) 0.23 |
115.84 |
104.65 2.06 (1.44) |
105.27 |
|
Profit After Tax |
223.94 |
205.39 |
||
|
Add: Profit brought forward from previous year |
425.54 |
313.99 |
||
|
Profit available for appropriation |
649.48 |
519.38 |
||
|
Dividend on equity shares |
64.73 |
60.55 |
||
|
Tax on Dividend |
13.18 |
12.33 |
||
|
Amount transferred to General Reserves |
â |
21.00 |
||
|
Short (Excess) Provision on earlier year''s Dividend Distribution Tax |
â |
(0.04) |
||
|
Profit carried forward to Balance Sheet |
571.57 |
425.54 |
2. PERFORMANCE OVERVIEW Standalone
In financial year 2016, your Company moved forward strongly, sustained the performance and attained double digit growth in revenue. Your Company has demonstrated good performance during the year and recorded standalone revenue from operations of Rs. 1885.13 Million (Previous year Rs. 1567.02 Million), a growth of about 20 % in comparison to prior year. The increase in revenue was contributed by growth in sales of almost all product lines and more particularly Rotary Screen Printing Machine and Nickel Perforated Screens and was driven by increased market presence. The Company has achieved standalone Profit before tax of Rs. 339.78 Million (Previous year Rs. 310.66 Million), a growth of about 9 % in comparison to prior year.
Consolidated
The consolidated revenue from operations stood at Rs. 1946.43 Million (Previous year Rs. 1621.98 Million), an increase of about 20% in comparison to prior year. The Company''s consolidated Profit before tax for the financial year 2016 stood at Rs. 377.85 Million (Previous year Rs. 331.79 Million).
3. RESERVES AND SURPLUS
The Company has not transferred any amount to General Reserves for the financial year 2016.
4. DIVIDEND
Considering the Company''s financial performance, the Board of Directors have recommended payment of Final Dividend of Rs. 31/- per equity share having face value of Rs. 10/- each (i.e. 310%) for the financial year ended on December 31, 2016. This Final Dividend is subject to the approval of Members in the 43rd Annual General Meeting.
5. SUBSIDIARY COMPANY
Atul Sugar Screens Private Limited ("ASSPL") is a Wholly Owned Subsidiary of the Company. Your Company has obtained a certificate from the Statutory Auditors of the Company certifying that the Company is in compliance with the Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000 with respect to the downstream investments made in Atul Sugar Screens Private Limited.
A Summary of Performance of ASSPL is provided below:
The revenue from operations of ASSPL during the financial year 2016 stood at Rs. 162.02 Million [Previous year Rs. 154.88 Million]. ASSPL recorded Profit before tax of Rs. 37.41 Million (Previous year Rs. 22.96 Million).
Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 ("the Act"), a statement containing the salient features of financial statements of ASSPL in the prescribed Form AOC-1 is provided in Annexure-I forming part of this report. The Audited Financial Statements of ASSPL are available on the Company''s website at www.stovec.com and the same are also available for inspection at the registered office of the Company as per the details mentioned in the Notice of 43rd Annual General Meeting. Your Company will also make available these documents upon written request by any Member of the Company interested in obtaining the same.
The Annual Audited Consolidated Financial Statements together with the Report of Auditor''s thereon forms part of this Annual Report.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required to be given under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure II forming part of this Report.
7. FIXED DEPOSITS
For the year ending December 31, 2016, the Company has not accepted any deposits falling within the purview of Section 73 of the Act and rules made there under.
8. COMMUNICATION FROM AHMEDABAD STOCK EXCHANGE LIMITED
The Company has received communication from Ahmedabad Stock Exchange Limited ("ASE") informing about its exit Policy. It has requested Company not to do compliance with ASE and to continue compliance with stock exchange where the securities of the Company are further listed (i.e. BSE Ltd for your Company). Accordingly the Company is now not required to do compliance with ASE.
9. CORPORATE GOVERNANCE
A separate report on Corporate Governance Compliance and a Management Discussion and Analysis Report as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of the Director''s Report as Annexure-III and IV respectively along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance.
10. AUDIT COMMITTEE
The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed there under and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the 43rd Annual General Meeting, Mr. Eiko Ris (DIN: 07428696) retires by rotation and being eligible, offers himself for re-appointment.
The Members at the 41st Annual General Meeting, appointed Mr. Khurshed. M. Thanawalla (DIN: 00201749) and Mr. Marco Wadia (DIN: 00244357) as an Independent Director of the Company for a consecutive term of five years as per requirement of the Act. The above named Independent Directors have furnished declarations to the Company, confirming that they meet the criteria prescribed for Independent Directors under Section 149 (6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
12. BOARD MEETING
During the financial year ended December 31, 2016, six meetings of the Board of Directors were held. The details of the attendance of Directors at the Board Meeting are mentioned in the Corporate Governance Report annexed hereto.
13. PERFORMANCE EVALUATION
The details of Annual Performance Evaluation of Individual Directors including Chairperson, Board of Directors and Committees of Board of Directors are mentioned in the Corporate Governance Report.
14. CORPORATE SOCIAL RESPONSIBILITY
In accordance with Section 135 of the Act and Rules framed there under, the Company has constituted a Corporate Social Responsibility ("CSR") Committee of Directors. The details of composition of CSR Committee are given in the Corporate Governance Report. The details of CSR policy and CSR spending by the Company have been provided as Annexure-V to this report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.
15. REMUNERATION POLICY
The details of the Remuneration Policy is mentioned in the Corporate Governance Report. A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) is provided as Annexure VI forming part of this Report.
16. REMUNERATION TO INDEPENDENT DIRECTORS
Based on the recommendation from Nomination and Remuneration Committee and subject to the approval of Members in the forthcoming General Meeting, the Board of Directors have approved profit linked Commission (in addition to the payment of sitting fees and reimbursement of expenses incurred for attending the meetings of the Board and its Committee(s) thereof) to Independent Directors of not exceeding 1% (one percent) per annum, of the net profits of the Company (computed as per Section 198 of the Act) for each financial year, for a period of three financial years commencing from January 1, 2017.
17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of Internal Audit is well defined in the organization. The Internal Audit report regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee of the Board.
18. EXTRACTS OF ANNUAL RETURN
The extracts of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended), forms part of this Report as Annexure VII.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
During the year under review, all the Related Party Transactions were entered into by the Company in the ordinary course of business and on arm''s length basis. Hence reporting in Form AOC-2 is not applicable to the Company.
20. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
A statement providing particulars of Loans, Guarantees or Investments under Section 186 of the Act is provided as Annexure VIII forming part of this Report.
21. VIGIL MECHANISM
As per the provisions of Section 177(9) of the Act, the Company is required to establish a Vigil Mechanism for Directors and Employees to report genuine concerns. The Company has a Whistle Blower Policy (also known as Vigil Mechanism) in place and the details of the Whistle Blower Policy are provided in the Report on Corporate Governance forming part of this Report.
The Company has disclosed information about the establishment of the Whistleblower Policy on its website at www.stovec.com at http://www.spaprints.com/uploads/documents/Stovec/Stovec-policies/Whistle Blower Policv.pdf.
22. RISK MANAGEMENT
The Company has formulated Risk Management Policy in order to monitor the risks and to address/mitigate those risks associated with the Company. The Board of Directors do not foresee any elements of risk, which in its opinion, may threaten the existence of the Company.
23. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) and 134 (5) of the Act, your directors confirm, to the best of their knowledge and belief:
a) that in the preparation of the annual financial statements for the year ended December 31, 2016, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) that such accounting policies have been selected and applied consistently and judgment 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 December 31, 2016 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 December 31, 2016, have been prepared on a going concern basis;
e) that proper internal financial controls are in place in the Company and that such internal financial controls are adequate and are operating effectively; and
f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
24. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under and Internal Complaints Committee has also been set up to redress complaints regarding sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.
25. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed hereunder, either to the Company or to the Central Government.
26. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act and rules framed hereunder, M/s Price Waterhouse, Chartered Accountants, (Firm Registration No. 301112E) were re-appointed as Statutory Auditors of the Company for a consecutive term of five years to hold office from the conclusion of Forty first (41st) Annual General Meeting until the conclusion of the Forty sixth (46th) Annual General Meeting of the Company to be held in the calendar year 2020, subject to ratification of their re-appointment by Members at every subsequent Annual General Meeting.
The Company has received a letter from M/s. Price Waterhouse, Chartered Accountants, showing their unwillingness for ratification of their re-appointment as a Statutory Auditors of the Company in the forthcoming Annual General Meeting. The Company has received letter from M/s Deloitte Haskins & Sells LLP, Chartered Accountants, to the effect that if their appointment is considered as Statutory Auditors of the Company at the ensuing Annual General Meeting, then the same would be according to the terms and conditions prescribed under Sections 139 and 141 of the Act and rules framed there under.
The Board of Directors on recommendation of the Audit Committee appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as the Statutory Auditors of the Company from the conclusion of 43rd Annual General Meeting until the conclusion of 48th Annual General Meeting (subject to ratification by Members at every subsequent Annual General Meeting).
A resolution seeking approval of appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, as statutory auditors of the Company forms part of the Notice convening the 43rd Annual General Meeting and the same is recommended for consideration and approval of Members.
27. COST RECORDS AND COST AUDITORS
The Board of Directors on the recommendation of the Audit Committee, have appointed M/s Dalwadi and Associates, Cost Accountants (Firm Registration No. 000338) as its Cost Auditors to audit the cost records of the Company for the financial year 2017, at a remuneration as mentioned in the Notice convening the 43rd Annual General Meeting. A certificate has been received from the Cost Auditors to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed there under. A resolution seeking Member''s approval for the remuneration payable to Cost Auditors forms part of the Notice convening 43rd Annual General Meeting of the Company and the same is recommended for the consideration and approval of Members. The Company will file the Cost Audit Report for the financial year 2016, within the time limit as prescribed under the Companies (Cost Records and Audit) Amendment Rules, 2014/2016.
28. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the Company has appointed M/s Sandip Sheth & Associates, Practicing Company Secretaries (COP No. 4354), for conducting Secretarial Audit of the Company for the financial year ended on December 31, 2016. The Secretarial Audit Report is provided as Annexure-IX to this report.
29. AUDITORS REPORT
There are no qualifications, reservations or adverse remarks made by M/s Price Waterhouse, Chartered Accountants, Statutory Auditors, in their audit report and by M/s Sandip Sheth & Associates, Practicing Company Secretaries, Secretarial Auditors in their secretarial audit report and therefore need not require any comments under section 134(3)(f) of the Act.
30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE END OF THIS REPORT
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
As on date of this report, there are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in future.
32. PARTICULARS OF EMPLOYEES
Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels.
The information on employees particulars as required under Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (as amended), is provided in the Annexure forming part of the Report. In terms of Section 136 of the Act, the Report and financial statements are being sent to the Members and others entitled thereto, excluding aforesaid Annexure. The said information is available for inspection by the Members at the Registered Office of the Company as per the details mentioned in the Notice of 43rd Annual General Meeting, on any working day (except Saturday, Sunday and Public Holidays) up to the date of the 43rd Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company.
33. ACKNOWLEDGEMENT
The Board of Directors express its deep sense of appreciation for the contribution, co-operation and confidence reposed in the Company by SPGPrints B.V. - the Parent Company. The Board of Directors also extend its gratitude to its valued shareholders, employees, customers, bankers, suppliers and other stakeholders for their continued co-operation and support.
For and on behalf of Board of Directors
Sd/-
Place: Mumbai K.M.Thanawalla
Date: March 25, 2017 Chairman
DIN: 00201749
Dec 31, 2014
Dear Members,
The Directors are pleased to present the Forty First Annual Report and
the Audited Statement of Accounts of the Company for the year ended
December 31, 2014.
1. FINANCIAL RESULTS:
Particulars Current Year
31.12.2014
Amt. (in Rs.)
Revenue from Operations 949,088,603 772,756,206
Other Income 31,399,313 34,654,265
(a) Total Income: 980,487,916
(b) Total Expenditure: 789,192,430
Gross Profit before
Depreciation and
Amortisation expenses 191,295,486
Less: Depreciation &
Amortisation 26,149,348
expenses
Operational Profit/
Profit Before Tax 165,146,138
Less: Current Tax 50,592,887 48,457,357
Deferred tax 3,545,591 147,255
Excess provision
of income tax of
earlier years - 54,138,478 (3,235,948)
(Net)
Profit After Tax 111,007,660
Add: Profit brought
forward from
previous year 253,477,939
Profit available for
appropriation 364,485,599
Dividend on equity
shares 32,364,248
Tax on Dividend 6,626,473
Amount transferred
to General Reserves. 11,500,000
Short Provision on
earlier year''s Dividend -
Profit carried forward to
Balance Sheet 313,994,878
Particulars Previous Year
31.12.2013
Amt. (in Rs.)
Revenue from Operations
Other Income
(a) Total Income: 807,410,471
(b) Total Expenditure: 641,266,011
Gross Profit before
Depreciation and
Amortisation expenses 166,144,460
Less: Depreciation &
Amortisation 14,960,354
expenses
Operational Profit/
Profit Before Tax 151,184,106
Less: Current Tax
Deferred tax
Excess provision
of income tax of
earlier years 45,368,664
(Net)
Profit After Tax 105,815,442
Add: Profit brought
forward from
previous year 195,477,645
Profit available for
appropriation 301,293,087
Dividend on equity
shares 31,320,240
Tax on Dividend 5,322,875
Amount transferred
to General Reserves. 11,000,000
Short Provision on
earlier year''s Dividend 172,033
Profit carried forward to
Balance Sheet 253,477,939
2. DIVIDEND:
Considering the Company''s financial performance, the Directors have
recommended payment of Final Dividend of Rs. 15.50/- per share (155 %)
for the financial year ended on December 31, 2014.
3. PERFORMANCE OVERVIEW:
Your Company has demonstrated overall good performance during the year
and has achieved revenue from operations of Rs. 949.09 Million
(Previous year Rs. 772.76 Million); a growth of about 23 % in
comparison to prior year, contributed by growth in sales of all product
lines driven by increased market presence. The Company has achieved
Profit before Tax of Rs. 165.15 Million (Previous year Rs. 151.18
Million), a growth of about 9 % in comparison to prior year. The
Company achieved milestone in its history and crossed the mark of Rs.
1,000 Million during the financial year 2014 recording consolidated
revenue from operations of Rs. 1023.44 Million, an overall increase of
about 32 % in the revenue. The Company''s consolidated Profit before Tax
for the financial year 2014 stood at Rs. 172.52 Million.
4. AUDITORS REPORT:
The observations made in the Auditors Report are self explanatory and
therefore need not require any comments under section 217(3) of the
Companies Act, 1956.
5. FIXED DEPOSITS:
For the year ending December 31, 2014, the Company has not accepted any
deposits from the public falling within the purview of Section 58A &
58AA of the Companies Act, 1956 and rules made there under.
6. CORPORATE GOVERNANCE:
A separate report on Corporate Governance Compliance and a Management
Discussion and Analysis Report as stipulated by Clause 49 of the
listing agreement forms part of the Annual Report along with the
required Certificate from the Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated by
Clause 49 of the Listing Agreement.
7. DIRECTORS:
Pursuant to Section 149, 152 and other applicable provision, if any, of
the Companies Act, 2013 and rules framed thereunder read with Schedule
IV to the Companies Act, 2013 and as per Clause 49 of the listing
agreement, Mr. K.M. Thanawalla and Mr. Marco Wadia, proposed to be
appointed as an Independent Director of the Company for a period of
five consecutive years from the date of the ensuing Annual General
Meeting till the conclusion of 46th Annual General Meeting to be held
in the calendar year 2020 and recommended to the shareholders for their
approval.
Mr. Dirk Wim Joustra retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.
In the Board of Director''s Meeting held on February 19, 2015, the Board
has appointed Woman Director, Ms. Everdina Herma Slijkhuis, as an
Additional Director on the Board, w.e.f. February 19, 2015, who holds
office up to the date of the forthcoming Annual General Meeting and is
eligible for appointment as a Director of the Company. The Notice under
Section 160 of the Companies Act, 2013 has been received from a Member
proposing her candidature for the office of Director.
During the year under review, Mr. Girish Sharedalal, Independent
Director, has resigned from the Board w.e.f. August 13, 2014 due to his
advanced age. Mr. Joost Smits, Director, has also resigned from the
Board w.e.f. February 19, 2015 due to his other pre-occupations. The
Board placed on record its appreciation for the contribution made by
Mr. Joost Smits in the growth of the Company. The Board also placed on
record its appreciation for the valuable contribution made by Mr.
Girish Sharedalal during his tenure as an Independent Director of the
Company.
8. ACQUISITION
During the year under review, the Company has acquired 100% Equity
Shares of Atul Sugar Screens Pvt. Ltd. and certain assets from Atul
Electro Formers Limited. Consequent to the said acquisition of Equity
Shares of Atul Sugar Screens Pvt. Ltd., it became the Wholly Owned
Subsidiary of the Company.
9. SUBSIDIARY
The Ministry of Corporate Affairs vide its Circular No: 2/2011 dated:
February 8, 2011 has granted general exemption from attaching the
balance sheet, statement of profit and loss and other documents of the
subsidiary companies with the balance sheet of the Company. A statement
containing brief financial details of the Company''s wholly owned
subsidiary M/s Atul Sugar Screens Pvt. Ltd., for the financial year
ended December 31, 2014 is included in the Annual Report. The annual
accounts of the wholly owned subsidiary and the related detailed
information will be made available to any member of the Company and
wholly owned subsidiary company, seeking such information at any point
of time. The Annual Accounts of the wholly owned subsidiary company
shall also be available for inspection by any member at the registered
office of the Company and of the wholly owned subsidiary company on any
working day during business hours. The consolidated financial
statements presented by the Company include the financial information
of it''s wholly owned subsidiary company M/s Atul Sugar Screens Pvt.
Ltd.
10. OPEN OFFER
During the year under review, Print II B.V., the Acquirer along with
SPGPrints Group B.V. and SPGPrints B.V., the Person Acting in Concert
with Acquirer, has made an Open Offer to the public shareholders of the
Company for acquisition of 542,885 Equity Shares at the price of Rs.
566.90 per equity share. Pursuant to the said Open Offer, total 1,284
Equity Shares were acquired by the Acquirers along with PAC''s and been
transferred to the SPGPrints B.V., the Person Acting in Concert, on
January 5, 2015, consequent to which the shareholding of SPGPrints B.V.
has increased to 1,483,777 Equity Shares in the Company constituting
71.06% of the Issued and Paid up Share Capital of the Company.
11. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of sub-section 2AA of Section 217 of the
Companies Act, 1956, your directors confirm that:
a) in the preparation of annual accounts, the applicable accounting
standards have been followed and there are no material departures;
b) the accounting policies selected has been applied consistently and
that the 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 at
the end of the financial year and the Profit or Loss of the Company for
that period;
c) proper and sufficient care has been taken 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; and
d) the annual accounts has been prepared on a going concern basis.
12. AUDITORS:
The Company''s Statutory Auditors, M/s. Price Waterhouse, Chartered
Accountants, (Firm Registration No. 301112E) retires at the forthcoming
Annual General Meeting and has shown their willingness to continue as
Statutory Auditors of the Company. A certificate from Statutory
Auditors has been received to the effect that their appointment as
Statutory Auditors of the Company, if made, would be according to the
terms and conditions prescribed under Sections 139 and 141 of the
Companies Act, 2013 and rules framed thereunder. The Board of
Directors on recommendation of the Audit Committee, recommends the
re-appointment of M/s. Price Waterhouse as the Statutory Auditors of
the Company from the conclusion of this Annual General Meeting until
the conclusion of the Forty sixth (46th) Annual General Meeting of the
Company to be held in the calendar year 2020 subject to ratification by
Members at every Annual General Meeting.
Members are requested to re-appoint M/s. Price Waterhouse, Chartered
Accountants and authorize the Board of Directors (including its
committee thereof) to fix their remuneration.
13. COST RECORDS AND COST AUDITORS:
As per the Cost Order dated: November 6, 2012, issued by Cost Audit
Branch, Ministry of Corporate Affairs, the Company required to get its
cost records audited for financial year 2013 and therefore the Company
has appointed M/s. Dalwadi and Associates, Cost Accountants (Firm
Registration No.000338) as its Cost Auditors to audit the cost records
of the Company for the financial year 2013. The Cost Audit Report for
the financial year ended December 31, 2013 which was due for filing on
June 29, 2014 was filed with the Central Government on June 28, 2014.
M/s. Dalwadi and Associates, Cost Accountants, appointed as the Cost
Auditors of the Company to audit the cost records of the Company for
the financial year 2014 and the Cost Audit Report for the financial
year ended December 31, 2014 will be filed in prescribed time.
14. PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC.:
The particulars prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and
forms part of this Annual Report.
15. PARTICULARS OF EMPLOYEES:
The particulars prescribed under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, forms part of this report. However as per the provisions of
Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and
Accounts are being sent to all the members of the Company, excluding
the Statement of Particulars of Employees to be provided under Section
217(2A) of the Act. Any member interested in obtaining such particulars
may inspect the same at the Registered Office of the Company or write
to the Company Secretary for a copy.
16. ACKNOWLEDGEMENT:
We wish to place on record our gratitude for the contributions,
co-operation and confidence reposed in the Board of Directors by
SPGPrints B.V. and other shareholders, our valued employees and
customers, our bankers, suppliers and other stakeholders.
For and on behalf of Board of Directors
Sd/-
Place : Ahmedabad K.M.Thanawalla
Date : February 19, 2015 Chairman
DIN: 00201749
Dec 31, 2013
The Directors are pleased to present the Fortieth Annual Report and
the Audited Statement of Accounts of the Company for the year ended
December 31, 2013.
1. FINANCIAL RESULTS:
Particulars Current Year Previous Year
31.12.2013 31.12.2012
Amt. (in Rs.) Amt. (in Rs.)
Revenue from
Operations 772,756,206 730,889,688
Other Income 34,654,265 31,153,794
(a) Total
Income: 807,410,471 762,043,482
(b) Total
Expenditure: 641,266,011 639,587,000
Gross Profit
before
Depreciation
and
Amortisation
expenses 166,144,460 122,456,482
Less:
Depreciation
& Amortisation
expenses 14,960,354 15,428,555
Operational
Profit/Profit
Before Tax 151,184,106 107,027,927
Less:
Current Tax 48,457,357 31,774,445
Deferred tax 147,255 1,842,880
Excess
provision of
income tax of
earlier years
(Net) (3,235,948) 45,368,664 (582,352) 33,034,973
Profit After
Tax 105,815,442 73,992,954
Add: Profit
brought
forward from
previous year 195,477,645 154,951,414
Profit
available for
appropriation 301,293,087 228,944,368
Dividend on
equity shares 31,320,240 22,341,771
Tax on
Dividend 5,322,875 3,624,952
Amount
transferred
to General
Reserves 11,000,000 75,00,000
Short
Provision on
earlier year''s
Dividend 172,033
Profit
carried forward
to Balance Sheet 253,477,939 195,477,645
2. DIVIDEND:
Considering the Company''s financial performance, the Directors have
recommended payment of Dividend of Rs. 15/- per share (150 %) for the
financial year ended on December 31, 2013.
3. PERFORMANCE OVERVIEW:
During the year under review, your Company has achieved revenue from
operations of Rs. 772.76 Million (Previous year Rs." 730.90 Million).
The volatility in exchange rate and liquidity issues has impacted
growth in revenues. Your Company has achieved Profit before tax of Rs.
151.18 Million (Previous year Rs. 107.03 Million).
Export turnover stood at Rs. 81.41 Million; marking a growth of about
98 % in comparison to prior year.
4. AUDITORS REPORT:
The observations made in the Auditor''s Report are self explanatory and
therefore need not require any comments under section 217(3) of the
Companies Act, 1956.
5. FIXED DEPOSITS:
For the year ending December 31, 2013, the Company has not accepted any
deposits from the public falling within the purview of Section 58A &
58AA of the Companies Act, 1956 and rules made there under.
6. CORPORATE GOVERNANCE:
A separate report on Corporate Governance Compliance and a Management
Discussion and Analysis Report as stipulated by Clause 49 of the
listing agreement forms part of the Annual Report along with the
required Certificate from the Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated by
Clause 49 of the Listing Agreement.
7. DIRECTORS:
Pursuant to Section 255 and 256 of the Companies Act, 1956, Mr. Marco
Wadia and Mr. K.M. Thanawalla, retires by rotation in the forthcoming
Annual General Meeting of the Company and being eligible offer
themselves for re-appointment. During the year under review, Mr. Girish
Deshpande has resigned as a Whole time Director and Alternate Director
to Mr. Joost Smits, a Director of the Company, w.e.f. October 1, 2013.
The Board of Directors has appointed Mr. Shailesh Wani as an Additional
Director on the Board and also as a Managing Director of the Company
w.e.f. October 1, 2013, subject to the approval of Members in the
General Meeting.
The Board placed on record their appreciation for the contribution made
during this period by Mr. Girish Deshpande.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of sub-section 2AA of Section 217 of the
Companies Act, 1956, your directors confirm that:
a) in the preparation of annual accounts, the applicable accounting
standards have been followed and there are no material departures;
b) the accounting policies selected has been applied consistently and
that the 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 at
the end of the financial year and the Profit or Loss of the Company for
that period;
c) proper and sufficient care has been taken 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; and
d) the annual accounts has been prepared on a going concern basis.
9. AUDITORS:
The Company''s Statutory Auditors, M/s. Price Waterhouse, Chartered
Accountants, (Firm Registration No. 301112E) retires at the forthcoming
Annual General Meeting and has shown their willingness to continue as
Statutory Auditors of the Company. The Board recommends re-appointment
of M/s. Price Waterhouse as the Statutory Auditors of the Company from
the conclusion of the 40th Annual General Meeting until the conclusion
of the next Annual General Meeting of the Company.
Members are requested to re-appoint M/s. Price Waterhouse, Chartered
Accountants and authorize the Board of Directors to fix their
remuneration.
10. COST RECORDS AND COST AUDITORS:
As per the Cost Order dated: November 6, 2012, issued by Cost Audit
Branch, Ministry of Corporate Affairs, the Company required to get its
cost records audited from financial year 2013 onwards and therefore the
Company has appointed M/s. Dalwadi and Associates, Cost Accountants
(Firm Registration No.000338) as its Cost Auditors to audit the cost
records of the Company for the financial year 2013 and Cost Audit
Report for the financial year ended December 31, 2013 will be filed
with the Central Government within the prescribed time. M/s. Dalwadi
and Associates, Cost Accountants has shown their willingness for
re-appointment as Cost Auditor of the Company and Board of Directors at
its meeting held on February 25, 2014 have re-appointed them as Cost
Auditor to audit the cost records of the company for the financial year
2014.
11. PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC.:
The particulars prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and
forms part of this Annual Report.
12. PARTICULARS OF EMPLOYEES:
The particulars prescribed under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, forms part of this report. However as per the provisions of
Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and
Accounts are being sent to all the members of the Company, excluding
the Statement of Particular of Employees to be provided under Section
217(2A) of the Act. Any member interested in obtaining such particulars
may inspect the same at the Registered Office of the Company or write
to the Company Secretary for a copy.
13. ACKNOWLEDGEMENT:
We wish to place on record our gratitude for the contributions,
co-operation and confidence reposed in the Board of Directors by
SPG Prints B.V. and other shareholders, our valued employees and
customers, our bankers, suppliers and other stakeholders.
For and on behalf of Board of Directors
Place : Mumbai K.M.Thanawalla
Date : February 25, 2014 Chairman
Dec 31, 2012
TO THE MEMBERS
The Directors are pleased to present the Thirty Ninth Annual Report
and the Audited Statement of Accounts of the Company for the year ended
December 31, 2012.
1. FINANCIAL RESULTS:
Particulars Current Year Previous Year
31.12.2012 31.12.2011
Amt. in Rs. Amt. in Rs.
Revenue from
Operations 730,889,688 601,684,542
Other Income 31,153,794 26,252,909
(a) Total Income: 762,043,482 627,937,451
(b) Total Expenditure: 639,587,000 544,362,648
Gross Profit before
Depreciation and
Amortisation expenses 122,456,482 83,574,803
Less: Depreciation &
Amortisation expenses 15,428,555 14,879,259
Operational Profit/
Profit Before Tax 107,027,927 68,695,544
Less: Current Tax 31,774,445 20,014,987
Deferred tax 1,842,880 1,684,195
(Excess)/Short
provision of Income
tax of earlier
years (Net). (582,352) 33,034,973 (438,676) 21,260,506
Profit After Tax 73,992,954 47,435,038
Add: Profit brought
forward from
previous year 154,951,414 128,939,576
Profit available for
appropriation 228,944,368 176,374,614
Dividend on equity shares 22,341,771 14,302,910
Tax on Dividend 3,624,952 2,320,290
Amount transferred to
General Reserves. 75,00,000 4,800,000
Profit carried forward
to Balance Sheet 195,477,645 154,951,414
2. DIVIDEND:
Considering the Company''s financial performance, the Directors have
recommended payment of Dividend of Rs. 10.70/- per share (107%) for the
financial year ended on December 31, 2012.
3. PERFORMANCE OVERVIEW:
During the year under review, your Company has achieved revenue from
operations of Rs. 730.90 Million (Previous year Rs. 601.68 Million); a
growth of about 21% driven by growth in sales of almost all products
lines and largely contributed by Perforated Rotary Screens and
Machineries. The Company has achieved Profit before tax of Rs. 107.03
Million (Previous year Rs. 68.69 Million) registering a significant
growth of around 56 % in comparison to prior year driven by increased
market presence, margin expansion and enhanced operating efficiency.
During the year, your Company has done exceptionally well in Textile
Consumables and Machinery segment and achieved a growth of around 25%
in comparison to prior year. Your Company also did well in Exports and
achieved a revenue of Rs. 41.11 Million; registering a growth of about
54% in comparison to prior year.
The Company during the year introduced RDVI Gold Rotary Screen Printing
Machine and it is getting good response and acceptance in the Market.
4. RECOGNITIONS:
During the year under review, the In House Research and Development
Centre of your Company got recognition from Department of Scientific &
Industrial Research, Ministry of Science & Technology, New Delhi. Your
Company also got recognition as an Export House from Ministry of
Commerce & Industry, Office of the Joint Director General of Foreign
Trade.
5. AUDITORS REPORT:
The observation made in the Auditors report are self explanatory and
therefore need not require any comments under section 217(3) of the
Companies Act, 1956.
6. FIXED DEPOSITS:
For the year ending December 31, 2012, the Company has not accepted any
deposits from the public falling within the purview of Section 58A &
58AA of the Companies Act, 1956 and rules made there under.
7. CORPORATE GOVERNANCE:
A separate report on Corporate Governance Compliance and a Management
Discussion and Analysis Report as stipulated by Clause 49 of the
listing agreement forms part of the Annual Report along with the
required Certificate from the Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated by
Clause 49 of the Listing Agreement.
8. DIRECTORS:
Pursuant to Section 255 and 256 of the Companies Act, 1956, CA. Girish
C. Sharedalal and Mr. Joost Smits, retires by rotation in the
forthcoming Annual General Meeting of the Company and being eligible
offer themselves for re-appointment. With the completion of term of
contract of Mr. Ashish Kaul as a Managing Director of the Company on
February 28, 2013, he has resigned as Managing Director and Director of
the Company w.e.f 1st March, 2013. The Board appointed Mr. Girish
Deshpande, Vice President - Finance in the Company as Alternate
Director to Mr. Joost Smits w.e.f. 1st March, 2013 and designated him
as Whole time Director for a period of 1 (one) year subject to the
approval of Members in the forthcoming Annual General Meeting.
The Board placed on record the appreciation for the outstanding
contribution made by Mr. Ashish Kaul in the growth and success of the
Company.
9. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of sub-section 2AA of Section 217 of the
Companies Act, 1956, your directors confirm that:
a) in the preparation of annual accounts, the applicable accounting
standards have been followed and there are no material departures;
b) the accounting policies selected has been applied consistently and
that the 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 at
the end of the financial year and the Profit or Loss of the Company for
that period;
c) proper and sufficient care has been taken 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; and
d) the annual accounts has been prepared on a going concern basis.
10. AUDITORS:
The Company''s Statutory Auditors M/s. Price Waterhouse, Chartered
Accountants, (Firm Registration No. 301112E) retires at the forthcoming
Annual General Meeting and has shown their willingness to continue as
statutory auditors of the Company. The Board recommends re-appointment
of M/s. Price Waterhouse as the Statutory Auditors of the Company from
the conclusion of the 39h Annual General Meeting until the conclusion
of the next Annual General Meeting of the Company.
Members are requested to re-appoint M/s. Price Waterhouse, Chartered
Accountants and authorize the Board of Directors to fix their
remuneration.
11. COST RECORDS AND COST AUDITORS:
In terms of requirement of The Companies (Cost Accounting Records)
Rules, 2011, your company is maintaining prescribed cost records and
the Compliance Report along with the prescribed annexure thereon will
be filed with the Central Government within the prescribed time.
Further vide Cost Order dated: November 6, 2012 issued by Cost Audit
Branch, Ministry of Corporate Affairs, the Company required to get its
cost records audited from financial year 2013 onwards and therefore the
Company has appointed M/s. Dalwadi and Associates, Cost Accountants
(Firm Registration No.000338) as its Cost Auditors to audit the cost
records of the Company for the financial year 2013.
12. PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC.:
The particulars prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and
forms part of this Annual Report.
13. PARTICULARS OF EMPLOYEES:
The particulars prescribed under section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, is
annexed hereto as Annexure II and forms part of this Annual Report.
14. ACKNOWLEDGEMENT:
We wish to place on record our gratitude for the contributions,
co-operation and confidence reposed in the Board of Directors by Stork
Prints B.V. and other shareholders, our valued employees and customers,
our bankers, suppliers and other stakeholders.
For and on behalf of the Board of Directors
Place : Mumbai K.M.Thanawalla
Date : February 27, 2013 Chairman
Dec 31, 2011
The Directors are pleased to present the Thirty Eighth Annual Report
and the Audited Statement of Accounts of the company for the year ended
December 31, 2011.
1. FINANCIAL RESULTS:
Particulars Current Year Previous Year
31.12.2011 31.12.2010
Amt. in Rs. Amt. in Rs.
Sales ACY-
Services (Net) 598,339,072 591,527,796
Other Income 29,598,379 20,307,916
(a) Total Income: 627,937,451 611,835,712
(b) Total
Expenditure: 544,068,281 492,358,535
(c) Gross Profit:
Before Interest,
Depreciation ACY-
Amortisation
Charges:
(c) AD0- (a) - (b) 83,869,170 119,477,177
Less: Interest 294,367 716,343
Gross Profit
after Interest
but before
Depreciation and
Amortisation Charges 83,574,803 118,760,834
Less:
Depreciation ACY-
Amortisation Charges. 14,879,259 10,846,854
Operational
Profit/Profit
Before Tax 68,695,544 107,913,980
Less:
Current Tax 20,014,987 22,774,447
Deferred tax 1,684,195 13,186,815
(Excess)/Short
provision for
taxes
for earlier
years (Net of
Deferred Tax). (438,676) 21,260,506 (197,433) 35,763,829
Profit After
Tax 47,435,038 72,150,151
Add: Profit
brought forward
from previous
year 128,939,576 89,251,031
Profit available
for appropriation 176,374,614 161,401,182
Dividend on
equity shares 14,302,910 21,506,565
Tax on Dividend 2,320,290 3,655,041
Amount
transferred to
General Reserves. 4,800,000 7,300,000
Profit carried
forward to
Balance Sheet 154,951,414 128,939,576
2. DIVIDEND:
Considering the company's financial performance, the Directors have
recommended payment of dividend of Rs. 6.85/- per share for the year
ended on December 31, 2011.
3. PERFORMANCE OVERVIEW:
During the year under review, your company has registered the turnover
of Rs. 598.34 Million against the turnover of Rs. 591.53 Million of
previous year. The overall increase in cost and high volatility in
prices of Nickel has impacted the profitability. The Profit before Tax
for the current year is Rs. 68.7 Million as against Rs. 107.91 Million
of previous year.
4. SOLE SELLING AGENT:
During the year under review, the Company and its Sole Selling
Agent-ATE Enterprises Pvt. Ltd., have mutually decided to terminate the
Sole Selling Agency Agreement w.e.f 1st January 2012.
M/s A.T.E. Enterprises Pvt. Ltd. has had a long association with the
Company. The Board would like to record appreciation for their
contribution in the growth and success of the company.
5. IN HOUSE RESEARCH ACY- DEVELOPMENT CENTRE:
The company has made application to the Department of Scientific ACY-
Industrial Research, Ministry of Science ACY- Technology, New Delhi
for getting recognition of in house Research ACY- Development Centre.
6. GO GREEN INITIATIVE:
The Ministry of Corporate Affairs ( ACI-MCA ACI-) has taken a green
initiative in the Corporate Governance by allowing paperless compliance
by companies vide its Circular No. 17/2011 dated: April 21, 2011 and
Circular No. 18/2011 dated: April 29, 2011 ADs- wherein, companies are
now permitted to send notices/documents including Annual Reports to the
shareholders through electronic mode. Your company would like to
participate in this green initiative of Ministry of Corporate Affairs
and urge all the shareholders to Join in. The separate letter addressed
to all the shareholders is enclosed with a request to participate in
this green initiative of the company.
7. AUDITORS REPORT:
The observation made in the Auditors report are self explanatory and
therefore need not require any comments under section 217(3) of the
Companies Act, 1956.
8. FIXED DEPOSITS:
For the year ending December 31, 2011, the Company has not accepted any
deposits from the public falling within the purview of section 58A
ACY- 58AA of the Companies Act, 1956 and rules made there under.
9. CORPORATE GOVERNANCE:
A separate report on Corporate Governance Compliance and a Management
Discussion and Analysis Report as stipulated by Clause 49 of the
listing agreement forms part of the Annual Report along with the
required Certificate from the Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated by
Clause 49 of the Listing Agreement.
10. DIRECTORS:
During the year there has been no change in the Board of Directors of
the Company. However pursuant to Section 255 and 256 of the Companies
Act, 1956, Mr. K.M. Thanawalla and Mr. Aschwin Nicolai Hollander,
retires by rotation in the forthcoming Annual General Meeting of the
company and being eligible offer themselves for re-appointment.
11. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of sub-section 2AA of Section 217 of the
Companies Act, 1956, your directors confirm that:
a) in the preparation of annual accounts, the applicable accounting
standards have been followed and there are no material departures ADs-
b) the accounting policies selected had been applied consistently and
that the 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 at
the end of the financial year and the Profit or Loss of the company for
that period ADs-
c) proper and sufficient care had been taken 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 ADs- and
d) the annual accounts had been prepared on a going concern basis.
12. AUDITORS:
The Company's Statutory Auditors M/s. Price Waterhouse, Chartered
Accountants, (Firm Registration No. 301112E) retires at the forthcoming
Annual General Meeting and has shown their willingness to continue as
statutory auditors of the company. The Board recommends appointment of
M/s. Price Waterhouse as the Statutory Auditors of the Company from
the conclusion of the 38h Annual General Meeting until the conclusion
of the next Annual General Meeting of the company.
Members are requested to please re-appoint M/s. Price Waterhouse,
Chartered Accountants and authorize the Board to fix their
remuneration.
13. PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC.:
The particulars prescribed under section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and
forms part of this Report.
14. PARTICULARS OF EMPLOYEES:
The particulars prescribed under section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
forms part of this Annual Report as Annexure II.
15. ACKNOWLEDGEMENT:
We wish to place on record our gratitude for the contributions,
co-operation and confidence reposed in the Board of Directors by Stork
Prints B.V. and other shareholders, our valued employees and customers,
our bankers, suppliers and other stakeholders.
For and on behalf of the Board of Directors
Place : Mumbai K.M.Thanawalla
Date : February 28, 2012 Chairman
Dec 31, 2010
The Directors are pleased to present the Thirty Seventh Annual Report
and the Audited Statement of Accounts of the Company for the year ended
31st December, 2010.
1. FINANCIAL RESULTS:
Particulars Current Year Previous Year
31.12.2010 31.12.2009
Amt. in Rs. Amt. in Rs.
Sales & Services
(Net) 591,527,796 464,222,314
Other Income 20,307,916 58,159,856
(a) Total Income: 611,835,712 522,382,170
(b) Total Expenditure: 492,358,535 407,419,185
(c) Gross Profit:
Before Interest,
Depreciation &
Amortisation
Charges:
(c) = (a) - (b) 119,477,177 114,962,985
Less: Interest 716,343 814,717
Gross Profit
after Interest
but before
Depreciation and
Amortisation
Charges 118,760,834 114,148,268
Less: Depreciation
& Amortisation Charges. 10,846,854 16,762,497
Operational Profit
/Profit Before Tax 107,913,980 97,385,771
Less: Current Tax 22,774,447 43,983,822
Deferred tax 13,186,815 (12,710,363)
Fringe Benefit Tax - 193,006
(Excess)/Short
provision for
taxes for
earlier years
(Net of
Deferred Tax). (197,433) 35,763,829 412,607 31,879,072
Profit After Tax 72,150,151 65,506,699
Add: Profit
brought forward
from previous
year 89,251,031 55,994,513
Profit available
for appropriation 161,401,182 121,501,212
Dividend on
equity shares 21,506,565 21,924,168
Tax on Dividend 3,655,041 3,726,013
Amount transferred
to General Reserves. 7,300,000 6,600,000
Profit carried forward
to Balance Sheet 128,939,576 89,251,031
2. DIVIDEND:
Considering the companyÃs financial performance, the Directors have
recommended payment of dividend of Rs. 10.30/- per share for the year
ended on December 31, 2010.
3. PERFORMANCE OVERVIEW:
During the year under review, your company has shown remarkable
performance in all the segments in which it operates. In particular
there is a significant increase of 21.62 % in sales of Textile
Consumables & Textile Machinery over the sales of previous year.
Your Company has had a successful year and achieved a net turnover of
Rs. 591.53 million, a growth of 27.42 % in comparison to prior year.
The company has achieved Profit before Tax of Rs. 107.91 million, which
marks an increase of 10.81 % over last year.
4. NEW PRODUCT:
During the year under review, the company has commenced manufacturing
of ÃSugar Screensà which is used by sugar industry and hopeful to
generate good business in years to come.
5. AUDITORS REPORT:
The observation made in the Auditors report are self explanatory and
therefore need not require any comments under section 217(3) of the
companies act, 1956.
6. FIXED DEPOSITS :
For the year ending December 31, 2010, the Company has not accepted any
deposits from the public falling within the purview of section 58A &
58AA of the Companies Act, 1956 and rules made there under.
7. CORPORATE GOVERNANCE:
A separate Report on Corporate Governance compliance and a Management
Discussion and Analysis Report as stipulated by Clause 49 of the
listing agreement forms part of the Annual Report along with the
required Certificate from the Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated by
Clause 49 of the Listing Agreement.
8. DIRECTORS:
During the year there has been no change in the Board of Directors of
the Company. However pursuant to Section 255 and 256 of the companies
act, 1956, CA. Girish C. Sharedalal and Mr. Marco Wadia, retires by
rotation in the forthcoming Annual General Meeting of the company and
being eligible offer themselves for re-appointment.
9. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Sub-section 2AA of Section 217 of the
Companies Act, 1956, your directors confirm that:
a) in the preparation of annual accounts, the applicable accounting
standards have been followed and there are no material departures;
b) the accounting policies selected had been applied consistently and
that the 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 at
the end of the financial year and the Profit or Loss of the company for
that period;
c) proper and sufficient care had been taken 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; and
d) the annual accounts had been prepared on a going concern basis.
10. AUDITORS:
The CompanyÃs Statutory Auditors M/s. Price Waterhouse, Chartered
Accountants, (Firm Registration No. 301112E) retires at the forthcoming
Annual General Meeting and have shown their willingness to continue as
statutory auditors of the company. The Board recommends appointment of
M/s. Price Waterhouse as the Statutory Auditors of the Company from the
conclusion of the 37h Annual General Meeting until the conclusion of
the next Annual General Meeting of the company.
Members are requested to please re-appoint M/s. Price Waterhouse,
Chartered Accountants and authorize the Board to fix their
remuneration.
11. PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC.:
The particulars prescribed under section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and
forms part of this Report.
12. PARTICULARS OF EMPLOYEES:
The particulars prescribed under section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
forms part of this Annual Report as Annexure II.
13. ACKNOWLEDGEMENT:
We wish to place on record our gratitude for the contributions,
cooperation and confidence reposed in the Board of Directors by Stork
Prints B.V. and other shareholders, our valued employees and customers,
our bankers, suppliers and other stakeholders.
For and on behalf of the Board of Directors
Place :Mumbai K.M.Thanawalla
Date :February 24, 2011 Chairman
Dec 31, 2009
The Directors are pleased to present the Thirty Sixth Annual Report
and the Audited Accounts of the Company for the period ended 31st
December, 2009.
1. Financial results:
Particulars Current Year Previous Year
31.12.2009 31.12.2008
Amt. in Rs. Amt. in Rs.
Sales & Services 464,222,314 461,217,603
Other Income 58,159,856 23,052,080
(a) Total Income: 522,382,170 484,269,683
(b) Total Expenditure: 407,409,185 25,082,620
(c) Gross Profit:
Before Interest, Depreciation,
Amortisation & Impairment
Charges: (c) = (a) - (b) 114,972,985 59,187,063
Less: Interest 814,717 215,821
Gross Profit after
Interest but before
Depreciation and
Amortisation 114,158,268 58,971,242
Less: Depreciation &
Amortisation Charges. 16,762,497 12,220,097
Operational Profit 97,395,711 46,751,145
Profit on sale of Land &
Building - 47,613,807
Total Profit before tax 94,364,952
Less: Current Tax 43,983,822 23,724,445
Deferred tax (12,710,363) 3,712,669
Wealth Tax 10,000 -
Fringe Benefit Tax 193,006 948,296
Excess provision for
taxes for earlier years
(Net of deferred tax).
412,607 31,889,072
(188,773) 28,196,637
Profit after tax 65,506,669 66,168,315
Add: Surplus brought
forward from last year 55,994,513 45,683,685
Profit available for
appropriation 121,501,212 111,852,000
Dividend on equity shares 21,924,168 41,760,320
, Tax on Distributed Profits 3,726,013 7,097,167
Amount transferred to
General Reserves. 6,600,000 7,000,000
Balance carried to Balance
Sheet 89,251,031 55,994,513
2. Dividend:
In view of the above results your Directors recommend payment of
dividend of Rs. 10.50 per share for the year ended on December 31,
2009.
3. Performance Overview:
Stovec has had successful year and achieved a PBT of Rs.97.39 million
despite flat revenues. On comparison of 2008 PBT (excluding onetime
operating profit on sale of land and Building) with 2009 PBT there is a
remarkable jump of 108%. Improved profitability was driven through
enhanced Operating efficiencies, margin expansion and improved product
mix.
4. Corporate Governance:
A separate Report on Corporate Governance compliance and a management
Discussion and Analysis Report as stipulated by the Clause 49 of the
Listing Agreement forms part of the Annual Report along with the
required Certificate from the Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated by
Clause 49 of the Listing Agreement.
5. Directors:
During the year there has been no change in the Board of Directors of
the Company.
6. Directors Responsibility Statement:
Pursuant to the provisions of Sub-section 2AA of Section 217 of the
Companies Act, 1956, your directors confirm that:
a) in the preparation of Annual Accounts, the applicable accounting
standards have been followed and there are material departures;
b) the accounting policies selected had been applied consistently and
that the 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 at
the end of the financial year and the Profit or Loss of the Company for
that period;
c) proper and sufficient care had been taken 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; and
d) the annual accounts had been prepared on a going concern basis.
7. Auditors:
The Companys Statutory Auditors N.A.Shah Associates retires at the
ensuing Annual General Meeting. They have advised the Board that they
do not wish to be considered for re-appointment as Auditors of the.
Company. The Board recommends appointment of PriceWaterhouse, Chartered
Accountants as the Statutory Auditors of the Company from the
conclusion of the 36th Annual General Meeting until the conclusion of
the following Annual General Meeting.
Members are also requested to authorize the Board to fix their
remuneration.
8. Particulars with respect to conservation of energy etc.
The particulars prescribed under section 217(l)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and
forms part of this Report.
9. Particulars of Employees:
The particulars prescribed under section 217(2A) of the Companies Act,
1956 read with the Companies , (Particulars of Employees) Rules, 1975,
forms part of this Annual Report as Annexure II.
10. Acknowledgement:
We wish to place on record our gratitude for the contributions,
cooperation and confidence reposed in the Board of Directors by Stork
Prints B.V. and other shareholders, our valued employees and customers,
our bankers, suppliers and other stakeholders.
M/s N.A. Shah Associates, the retiring Auditors, have had a long
association with the Company. Board would like to record deep
appreciation for their valuable services rendered by them during their
period of association as Auditors.
For and on behalf of the Board
Mumbai K.M.Thanawalla
5th February 2010 Chairman
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