Directors Report of Asahi Songwon Colors Ltd.
Mar 31, 2023
The Directors'' take pleasure in presenting their 33rd Annual Report on the business and operations of the Company together with the Audited Financial Statements both Standalone and Consolidated for the Financial Year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
The Companyâs standalone and consolidated financial performance for the year ended March 31, 2023 is summarised below:
|
(Rs. in Lakhs) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2022-2023 |
2021-2022 1 |
^2022-2023 | |
2021-2022 |
|
|
Revenue from Operations |
33,736.49 |
40,109.26 |
50,455.14 |
41,082.26 |
|
Other Income |
567.86 |
638.72 |
585.93 |
561.12 |
|
Total Income |
34,304.35 |
40,747.98 |
51,041.07 |
41,643.38 |
|
Profit before Depreciation, Finance Cost, Exceptional Item and Tax Expenses |
1,404.44 |
4,430.59 |
1,114.24 |
3,756.37 |
|
Less: Depreciation |
1,001.18 |
880.53 |
1,486.45 |
1,195.70 |
|
Less: Finance Cost |
867.80 |
325.10 |
1,401.96 |
472.42 |
|
Profit before Tax before Exceptional Item |
(464.54) |
3,224.96 |
(1,774.17) |
2,088.25 |
|
Add: Exceptional Items |
- |
- |
- |
- |
|
Profit before Tax (PBT) |
(464.54) |
3,224.96 |
(1,774.17) |
2,088.25 |
|
Less: Tax Expenses |
6.43 |
806.06 |
72.71 |
623.18 |
|
Profit after Tax (PAT) |
(470.97) |
2,418.90 |
(1,846.88) |
1,465.07 |
|
Attributable to: |
||||
|
Owners of the Company |
- |
- |
(1,164.90) |
1,935.96 |
|
Non-Controlling Interest |
- |
- |
(681.98) |
(470.89) |
|
Other Comprehensive Income/(Loss) |
11.37 |
(35.49) |
12.13 |
32.23 |
|
Total Comprehensive Income |
(459.60) |
2,383.41 |
1,834.75 |
1,432.84 |
|
Attributable to: |
||||
|
Owners of the Company |
(459.60) |
2,383.41 |
(1,153.10) |
1,902.13 |
|
Non-Controlling Interest |
(681.65) |
(469.29) |
||
|
Opening Balance in Retained Earnings |
20,679.20 |
18,716.74 |
19,684.86 |
18,203.68 |
|
Amount available for appropriation |
20,219.60 |
21,100.15 |
1,8531.76 |
20,105.81 |
|
Less: Dividend (including Dividend Distribution Tax) on equity shares |
58.94 |
420.95 |
58.94 |
420.95 |
|
Closing Balance in Retained Earnings |
20,160.66 |
20,679.20 |
1,8472.82 |
19,684.86 |
BRIEF DESCRIPTION OF THE COMPANYâSWORKING DURING THE YEAR/STATE OFCOMPANYâS AFFAIRSa. General
Financial year 2022-2023 was marked by accumulated consumer demand, persistent supply interruptions and significant increases in commodity prices. Inflation reached its peak in several economies. Severe health outcomes in China, Russia''s war in Ukraine and tighter global financing costs added to the downside risks.
While the Indian economy did not remain unscathed by these issues, it maintained a comparatively steady stance. The government''s increasing capital expenditure and an extraordinary growth in the MSME sector contributed to the growth. The Reserve Bank of India (RBI) implemented rigorous measures to address the escalating prices, raising the repo rate six times during FY2023. Better global supply chains, decreasing commodity prices, and a decrease in domestic demand is expected to lead to a decrease in inflation.
All three business verticals of the Company were impacted by adverse conditions. Our pigments business was particularly affected by the customers'' destocking in response to the uncertain economic environment in European markets, leading to decreased demand and lower realisations for phthalocyanine and azo pigments. We experienced a drop in realisation for our APIs as well. The azo market is gradually recovering from the effects of the dynamic macro-environment. The recovery has borne well for us and we have managed to maintain optimal operation levels for our yellow pigment production, bolstered by a strong demand for the product.
In Q1 FY2024, the Company''s azo business is already gaining steady momentum and the demand for phthalocyanine pigments is gradually improving. Raw material prices are stabilising. Your Directors are confident that as the situation gradually improves, the Company is well-poised to capitalise on upcoming opportunities through its operational excellence, maximised efficiency and elevated performance across our installed capacity.
On standalone basis
During the year under review, the revenue from operation stood at K 33,736 lakhs compared to K 40,109 lakhs in the previous year. EBIDTA for FY2023 stood at K 837 lakhs with an EBITDA margin of 2.48%. The Profit after tax (PAT) for FY2023 was K (471) lakhs compared to K 2,419 lakhs in the previous year.
On consolidated basis
During the year under review, the revenue from operation stood at K 50,455 lakhs compared to K 41,082 lakhs in the previous year. EBIDTA for FY2023 stood at K 528 lakhs with an EBITDA margin of 1.05%. The Profit after tax (PAT) for FY2023 was K (1,847) lakhs compared to K 1,465 lakhs in the previous year. The consolidated numbers include the financial performance of Asahi Tennants Color Private Limited, Atlas Life Sciences Private Limited and Atlas Life Sciences (India) Private Limited, subsidiaries of the Company.
During the year under review, the total exports on a standalone basis contributed to K 20,894 lakhs compared to K 22,401 lakhs during the previous year. Your Company continues to focus on export markets for its product competitiveness and for seeking profitable opportunities for growth.
Yours Directors do not propose to transfer any amount to the General Reserves for the Financial Year ended March 31, 2023.
The Board of Directors at their meeting held on May 29, 2023 has recommended dividend at a rate of K 0.50 per share (Fifty Paise Only) (5%) of face value of K 10/- each on the fully paid up equity share capital as final dividend for the Financial Year 20222023. The payment is subject to the approval of members at the ensuing 33rd Annual General Meeting (âAGMâ) of the Company.
During the previous financial year, the Company has paid Final Dividend of K 0.50 per share (5%) of face value of K 10/- each on the fully paid up equity share capital of the Company.
The final dividend, if approved by the members at the ensuing Annual General Meeting would involve a total outgo of K 58.94 lakhs towards dividend for the year.
As per the Income Tax Act, 1961 dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend from time to time after deduction of tax at source.
The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ) is annexed as Annexure - âFâ and is also available on the Company''s website at www.asahisongwon.com.
INVESTOR EDUCATION AND PROTECTION FUNDTransfer of Unpaid/Unclaimed Dividend & Share Application Money to Investor Education and Protection Fund (IEPF)
During the year under review, unclaimed dividend amount of K 0.72 lakhs towards the unpaid dividend account of the Company for the financial year 2014-2015 (Final Dividend) was transferred to Investor Education and Protection Fund (IEPF) of the Central Government. The said amount had remained unclaimed for seven years.
Reminders are sent regularly to the Shareholders who have not claimed the dividend amount, to claim the same from the Company failing which, the unclaimed dividend lying in the unpaid account for seven years shall be transferred to IEPF within thirty days from the due date for transfer of unpaid dividend. Unclaimed dividend in respect of the financial year 2016-17 (Interim) is due for transfer to IEPF on April, 2024.
Transfer of Equity Shares to Investor Education Protection Fund Authority (IEPFA)
Pursuant to Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time), all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to the Demat Account of IEPFA within a period of thirty days of such shares become due for transfer. Upon transfer of such shares, all benefits (like dividend, bonus, split, consolidation etc.), if any, accruing on such shares shall also be transferred to the demat/ bank Account of IEPF(A) and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. During the year under review, the Company has transferred 100 Equity Shares to IEPFA, as dividend had not been encashed or claimed on the above shares during the seven consecutive years from the Financial Year 2014-2015. Further, the Company is in the process to transfer all shares in respect of which dividends declared for the year 2015-2016 or earlier financial years has not been paid or claimed by members for 7 (seven) consecutive years or more.
The details of the nodal officer appointed by the Company under the provisions of IEPF is given below and the same is disseminated on the website of the Company www.asahisongwon.com
|
Name of the Company Secretary designated as Nodal Officer |
Mr. Saji Varghese Joseph |
|
Direct Phone No. |
079-68325000 |
|
Email Id |
|
|
Address |
"Asahi Houseâ, 20, Times Corporate Park Thaltej - Shilaj Road, Thaltej Ahmedabad - 380059 |
During the year under review, the Board of Directors approved a proposal of buyback of 240,000 Equity Shares (representing 2% of the total paid-up equity share capital of the Company) at a price of K 400/- per Equity Share to return surplus funds to shareholders of the Company and to improve earnings per shares by a decrease in the equity base. The details of Buy Back is given below:
|
Date of Board Meeting approving the buyback |
May 19, 2022 |
|
Buyback price approved by the Board |
K 400/- per Equity Shares |
|
Buyback opening date |
June 22, 2022 |
|
Buyback closing date |
July 05, 2022 |
|
Number of share bought back |
2,40,000 |
|
Date of extinguishing of Equity Shares |
July 15, 2022 |
|
Total Number of Equity Shares pre buyback |
1,20,27,262 |
|
Total Number of Equity Shares post buyback |
1,17,87,262 |
SHARE CAPTIALa. Issue of equity Shares with differential rights
During the year under review, the Company has bought back 2,40,000 equity shares of K 10/- each and accordingly Company''s issued, subscribed and paid-up equity share stood at K 1178.73 lakhs divided into 1,17,87,262 equity shares of K 10/- each. During the year under review, no equity shares with differential rights as to dividend, voting or otherwise where issued.
b. Issue of sweat equity shares
During the year under review, the Company has not issued any sweat equity shares.
c. Issue of employee stock options
The Company has not granted any Employee Stock Option within the meaning of section 62(1) (b) of the Companies Act, 2013 read with its Rules framed there under and Regulation 14 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.
During the financial year under review, your Company do not issue any Debenture in terms of Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment) Rules, 2014 and no debentures were redeemed during the Financial Year 2022-2023.
As at March 31, 2023, 1,17,87,262 Equity shares of the Company continue to remain listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the Annual Listing Fees to the said Stock Exchange(s) for the financial year 2023-2024.
As per the provisions of the Act and in accordance with the Circulars issued by the Ministry of Corporate Affairs ("MCAâ) and Securities and Exchange Board of India (SEBI), from time to time, the Annual Report 2022-2023 containing Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Act, Directors'' Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders through permitted mode.
The Annual Report 2022-2023 is also available at the Company''s website at www.asahisongwon.com.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, the Company has 3 Subsidiary Companies and 1 Associate Company.
Asahi Tennants Color Private Limited (âATCâ)
Asahi Tennants Color Private Limited ("ATCâ) is a joint venture between your Company and Tennants Textile Colours Limited, England, where in your Company is holding 51% of total Equity Share Capital and the balance share capital of 49% is held by Tennants Textile Colours Limited, England.
Tennants Textile Colours Limited (TTC) is the leading UK manufacturer of colour, based beside the River Lagan in Belfast, Northern Ireland with solvent production facility outside Birmingham, England. They produce a wide range of colour dispersions (Water & Solvent base) tailored to optimise their suitability for a range of markets including Textile, Paper, Paints & Coatings, Ink, Agriculture & Plastic. Today they export to over 41 countries globally from their base in the UK.
Atlas Life Sciences Private Limited
On April 18, 2022, the Company acquired 78% stake of Atlas Life Sciences Private Limited, a manufacturer of Active pharmaceutical ingredients (APIs) for an all-cash consideration of K 4,800 lakhs. Atlas Life Sciences Private Limited is a leading manufacturer of Anti-convulsant, Anti-psychotic and Anti-diabetic APIs with storing focus on product and process research. Its key products includes: Pergabalin, R-Compound, Levosulpiride, Amisulpride, Glicazide, Phenylephrine.
Atlas Life Sciences (India) Private Limited
On April 28, 2022 the Company has incorporated Atlas Life Sciences (India) Private Limited a wholly owned subsidiary of the Company to manufacture Active Pharmaceutical Ingredient and Bulk Drugs. The Company has started construction of plant at Chhatral, Mehsana, Gujarat.
Plutoeco Enviro Association, an Associate Company of the Company incorporated on October 27, 2020 as Section 8 Company to work as Non-Profit Organisation. Further, It is not Material associates as per the Securities Exchange Board of India (Listing Obligation and Disclosures Requirements) Regulations, 2015.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, statement containing the salient features of the financial statements of its subsidiaries in AOC-1 is attached to the financial statements in a separate section and forms part of this Report. The policy relating to material subsidiaries as approved by the Board may be accessed on the Company''s website www.asahisongwon.com .
During the year, no other Company, except the companies mentioned above, has become or ceased to be subsidiary, joint venture or associate of the Company.
|
Financial Position and Performance of Subsidiaries, Joint Ventures and Associates |
||||
|
The financial summary of the subsidiary companies are as follows: |
(K in lakhs) |
|||
|
Particulars |
Asahi Tennants Colors Private Limited |
Atlas Life Sciences Private Limited |
Atlas Life Sciences (India) Private Limited |
|
|
2022-2023 | |
2021-2022J |
2022-2023 |2021-2022 |
2022-2023 ^2021-2022 |
|
|
Revenue from Operations |
4,148.64 |
973.42 |
1,2571.29 - |
- - |
|
Profit Before Tax |
(1,378.61) |
(1,143.89) |
91.82 - |
- - |
|
Profit After Tax |
(1,420.22) |
(961.01) |
67.14 - |
- - |
ANNUAL ACCOUNTS OF SUBSIDIARY COMPANY
As provided in section 136 of the Act, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary Company are not being attached with the Financial Statements of the Company. The Company has uploaded on its website the Audited Financial Statements of the subsidiary Company and the related detailed information to any member of the Company who may be interested to receive the same.
The Financial Statements of the subsidiary Company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies and the financial highlights of subsidiaries are part of this Annual Report as Annexure-âAâ as prescribed in Form AOC-1.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Regulation 33 & Regulation 34 of the Securities Exchange Board of India
(Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations) read with other applicable provisions and prepared in accordance with applicable Ind AS, for financial year ended March 31, 2023.
The Company has been financed by State Bank of India, Federal Bank Limited and HDFC Bank Limited for both working capital and term loans.
The Company''s Plant, Property, Equipments and Stocks are adequately insured under the Industrial All Risk Policy. The Company has insurance coverage for Public Liability, Marine Coverage and Commercial General Liability (CGL). The Company has Director''s and Officers Liability Policy (D&OL) to provide coverage against risk arising on thereon.
During the year under review, CARE has reviewed the ratings to CARE A: Stable rating assigned to the long-term facilities
of your Company. This rating is applicable to facilities having tenure of more than one year.
CARE has also reaffirmed the CARE A1 rating assigned to the short-term facilities of your Company. This rating is applicable to facilities having tenure up to one year.
PUBLIC DEPOSIT
During the year under review, the Company has not accepted or renewed any fixed deposit from public within the meaning of Section 73 of Companies Act, 2013 and read with the Companies (Acceptance of Deposits) Rules, 2014, as such, no amount of principal or interest was outstanding as on March 31, 2023.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT There have been no material changes and commitments, affecting the financial position of the Company since the close of Financial Year i.e. March 31, 2023 and the date of this report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year ended March 31, 2023.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company''s operations in future.
BOARD OF DIRECTORS AND ITS COMMITTEES
Composition of the Board of Directors
As on March 31, 2023, the Board of Directors of the Company comprised of nine Directors, with three Executive and six Non-Executive Directors, which includes five Independent Directors. The composition of the Board of Directors meets the requirements of provisions of Regulation 17 of the Listing Regulations and Section 149 of the Companies Act, 2013.
Change in office of Directors and Key Managerial Personnel of the Company during the year under review and details of Directors seeking Re-appointment at 33rd Annual General Meeting.
Directors liable to retirement by rotation
In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Munjal M. Jaykrishna, Director of the Company is due to retire by rotation at the ensuing 33rd
Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
Appointment of Women Independent Director
During the year under review, Mrs. Shivani Revat Lakhia (DIN:09527745) was appointed as Independent Director (Women) by the members through Postal Ballot on June 21, 2022 for five consecutive years with effect from March 24, 2022.
Profile of Directors seeking appointment/re-appointment
As required under Regulation 36 (3) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015, particulars of Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are annexed to the notice convening 33rd Annual General Meeting.
Key Managerial Personnel
Pursuant to the provisions of sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2023, the Key Managerial Personnel (KMP) in the Company are as follows:
Mr. Gokul M. Jaykrishna, Joint Managing Director & CEO
Mr. Narendra Rathi, Chief Financial Officer
Mr. Saji Varghese Joseph, Company Secretary
During the year under review, Mr. Narendra Rathi was appointed as CFO and Key Managerial Personnel in the terms of provisions of Section 203 of the Companies Act, 2013 with effect from February 13, 2023 upon the resignation of Mr. Pratik Shah as CFO and Key Managerial Personnel with effect from close of business hours on December 12, 2022.
Mr. Gokul M. Jaykrishna, Joint Managing Director & CEO of the Company who is also serving as Managing Director & CEO of Asahi Tennants Color Private Limited, the Subsidiary of the Company received ^ 44.45 lakhs as remuneration from the Subsidiary Company during the year 2022-2023. Whereas Mr. Arjun G. Jaykrishna, Executive Director of the Company who is also serving as Managing Director of Atlas Life Science Private Limited the Subsidiary of the Company received ^ 23.35 lakhs as remuneration from the Subsidiary Company during the year 2022-2023.
Women Director
The Composition of the Board of Directors of the Company includes a women director viz. Mrs. Paru M. Jaykrishna and Mrs. Shivani Revat Lakhia. Accordingly, the Company is in compliance with the requirement of Section 149 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Policy on Directorsâ appointment and Policy on remuneration
Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and
other employees. The same are also available on the website of the Company at www.dabur.com at weblink https://www. asahisongwon.com.
Particulars of remuneration of Directors/KMP/ Employeesâ
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as per Annexure - âDâ to this report.
Criteria for Determining Qualifications, Positive Attributes and Independence of a Director
The Nomination and Remuneration Committee has formulated Nomination, Remuneration and Evaluation Policy, which details the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Companies Act, 2013 and the Listing Regulations. The policy forms part of this report. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report.
The Company has received necessary declarations from the independent directors under Section 149(7) of the Companies Act, 2013, the he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as Securities Exchange Board of India (Listing Obligation and Disclosure Requirements, 2015. There are no pecuniary transactions entered into with the Independent Director apart from sitting fees.
Certificate from Practicing Company Secretary
Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the Listing Regulations, M/s. Shyamsingh Tomar Associates, Company Secretary in Practice, Ahmedabad, has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of the Company by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of the Report of Corporate Governance forming part of this Annual Report.
BOARD EFFECTIVENESSa. Familiarization Programme for the Independent Directors
Your Company has put in place a well structured familaristion programme for all its directors including independent directors of the Company with respect to the roles and responsibilities outlined under the Companies Act, 2013 and other related Regulations. The Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, business model of the Company etc. from time to time. The Company makes consistent efforts to acquaint the Board with the overall business performance covering all Business verticals, by way of presenting specific performance of each Plants, Product Category and Corporate Function from time to time. Details of the Familiarization Programme are explained in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on November 10, 2022 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company.
The evaluation of individual Director was carried out based on various parameters such as participation in the Board and its Committee meetings, contribution towards strategic proposals, suggesting risk mitigation measures, putting in place internal controls, governance, leadership and talent development and managing external stakeholders. Performance evaluation of various Sub- committees of the Board was carried out based on the criteria such as constitution, effective functioning of the Sub-committees as per the terms of reference, periodical suggestions and recommendations given by the Subcommittees to the Board etc.
On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.
The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the Company etc. through presentations in this regard and periodic plant visits. They are also periodically kept aware of the latest developments in the Corporate Governance, their duties as directors and relevant laws.
In the meeting of Independent Directors held during the year, the members considered evaluation of the performance of the Chairman based on criteria such as giving guidance to the Board and ensuring the independence of the Board etc. The performance of the Non- Independent Directors was also evaluated based on their contribution made to the growth of the Company, strategic initiatives and Board deliberation.
The Company recognises and embraces the benefit of having a diverse Board of Directors and views increasing diversity
at the Board level as an essential element in maintaining competitive advantage in the Business in which it operates. This Policy can be accessed from the Company''s website www. asahisongwon.com
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provision under section 134 of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that:
i) in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit and loss of the Company for that period;
iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the annual financial statements have been prepared on a going concern basis;
v) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Number of Meetings of the Board of Directors
The Board meets at regular intervals to consider and approve financial results, business policies and strategic proposals apart from other items of business. The Board and Committee meetings are pre-scheduled, and a tentative annual calendar of meetings is circulated to the Directors in advance to ensure participation of all Directors.
During the year under review, six Board meetings were held, and meetings of Subcommittees were also held. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations. The details of the meetings are given in the Report on Corporate Governance which forms part of this Report. The Company provides all the Board members the facility to participate the meetings of Board and Subcommittees through Video Conferencing/Other Audio-Visual means. Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on November 10, 2022, and the Directors reviewed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the Listing Regulations. All the Independent Directors attended the said meeting.
STATUTORY COMMITTEES OF THE BOARD
The Company has the following five (5) Board level Committees, which have been established in compliance with the requirements of the relevant provisions of applicable laws and statutes:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholders'' Relationship Committee
5. Risk Management Committee
The Audit Committee comprises of three Non-Executive Directors, all of whom are Independent Directors. Dr. Pradeep Jha is the Chairman of the Audit Committee. The Composition of the Audit Committee meets the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.
Dr. Pradeep Jha is the Chairman of the Audit Committee. The Composition of the Audit Committee meets the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. The Company Secretary is the Secretary of the Committee. The Joint Managing Director, Chief Financial Officer and Auditors are permanent invitees to the committee meetings.
The detail of terms of reference of Audit Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them are given separately in the attached Corporate Governance Report. Your Company has a well structured Internal Audit System commensurate with its size and operations. During the year there were no instances where the board had not accepted the recommendations of the Audit Committee.
Further details on the Audit Committee are provided in the Corporate Governance Section of the Annual Report.
Corporate Social Responsibility Committee
In terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 the Board of Directors of your Company has constituted a Corporate Social Responsibility (''CSRâ) Committee which is Chaired by Mrs. Paru M. Jaykrishna the Chairperson and Managing Director of the Company, the other members of the committee are Mr. Jayprakash M. Patel and Dr. Pradeep Jha who are independent directors of the Company. Your Company also has in place a CSR policy and the same is available on the website of the Company. The committee places before the Board the details of the activities to be undertaken during the year. A detail report is attached as Annexure - âGâ forming part of this report.
Nomination and Remuneration Committee
The constitution and terms of reference of nomination and remuneration committee of the Company are in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 and Part D of Schedule II of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
As on March 31, 2023, the Nomination and Remuneration Committee comprises of three (3) Non-Executive Independent Directors Mr. Jayprakasah M. Patel, Chairman, Mr. R. K. Sukhdevsinhji and Dr. Pradeep Jha, Member as its members.
Further details relating to the Nomination and Remuneration Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.
Stakeholders Relationship Committee
The Stakeholders'' Relationship Committee is primarily responsible to review all matters connected with the Company''s transfer of securities and redressal of shareholders''/investors''/ security holders'' complaints. The constitution and terms of reference of Stakeholder Relationship Committee of the Company pursuant to Section 178(5) of the Companies Act, 2013 and Regulation 20 and Part D of Schedule VI of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As per Regulation 21 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee. Your Company has prepared Risk Management Policy and Formulated Risk Management Committee and define role and responsibilities as per Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDITORS RELATED MATTERS a. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules made thereunder M/s. Talati & Talati LLP., Chartered Accountants, Ahmedabad (Firm Registration No. 110758W/W100377) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 32nd Annual General Meeting (âAGMâ) until the conclusion of the 37th Annual General Meeting of the Company to be held in the calendar year 2027.
M/s. Talati & Talati LLP, Chartered Accountants, Ahmedabad, have submitted their Report on the Financial Statements of the Company for the Financial Year 2022-2023, which forms part of the Annual Report 2022-2023.
The report of the Statutory Auditors along with Notes to Schedules is enclosed with this Report. The Auditor''s Comments on the Company''s Accounts for the financial year ended on March 31, 2023 are self-explanatory in nature and do not require any explanation as per provisions of Section 134 of
the Companies Act, 2013. The Auditor''s Report does not contain any qualification, reservation or adverse remark.
The Company has received a certificate from the Auditors stating that their appointment, if made, will be within the limit specified under Sections 139 and 141 of the Companies Act, 2013.
The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.
During the year under review, cost audit was not applicable to the Company.
Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Shyamsingh Tomar & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2022-2023 (Period from April 1, 2022 to March 31, 2023).
The Report of Secretarial Auditor in the prescribed form MR-3 for the financial year 2022-2023 is set out as Annexure-âHâ and it forms a part of this Report.
Certain remarks in the Secretarial Audit Report do not have material impact on financial performance of the Company. The views of the Management on such remark are given hereunder:
During the year under review, penalty was levied by National Stock Exchange of India Limited for Non-compliance to Regulation 17 (1) (a) of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations, 2015 for the quarter ended March 31, 2022. The Company has appointed independent women director on March 24, 2022 and duly constituted and complied Regulation 17 (1) (a) of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations, 2015. The Company has duly paid penalty levied by National Stock Exchange of India Limited as per their Invoice.
Further, under regulation 24A of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has received Secretarial Compliance Report for the 2022-2023 from M/s. Shyamsingh Tomar & Associates, Company Secretaries, Ahmedabad and same has filed with the Stock Exchanges (BSE& NSE).
M/s. Fenil P. Shah & Associates, a Practicing Chartered Accountants, Ahmedabad are the Internal Auditors of the Company for the financial year 2022-2023. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditors report their findings on the internal audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, neither the Statutory Auditors or the Secretarial Auditors have reported to the Audit Committee under section 143(12) of the Companies Act, 2013 any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Board''s Report.
POLICY MATTERSNomination, Remuneration and Evaluation Policy
In terms of provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee of the Company has formulated and recommended to the Board a policy, containing the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive/Non-Executive) and it highlights the remuneration for the Directors, Key Managerial Personnel and other employees, ensuring that it covers the matters mentioned in Section 178(4) of the Act. Nomination, Remuneration and Evaluation Policy approved by the Board forms part of this Report as per Annexure-âDâ.
Vigil Mechanism/Whistle Blower Policy
The Company has adopted a Whistle Blower Policy, which enables the Directors and Employees to report instances of unethical behavior, fraud or violation of Company''s Code of Conduct. The policy provides for direct access to the Chairperson of the Audit Committee and safeguarding the employees and Directors who raises grievances against victimization. The policy has been circulated amongst the employees of the Company working at various locations, divisions/units. The policy formulated in line with the provisions of the Act and the Listing Regulations is available on the website of the Company at http://www.asahisongwon.com/pdf/Policy%20of%20
Whistle%20Blower%20Policy.pdf.
Corporate Social Responsibility Policy
In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR policy which details the programs/activities that can be carried out under various program heads and the same is available on the website of the Company at http://www. asahisongwon.com/pdf/Policy%20on%20CSR.pdf
The Company''s CSR Programmes are focused on Health Care and Education, Infrastructure Development, Sustainable Livelihood and Social Empowerment & Welfare. During the year, the Company carried out several initiatives under the CSR programme heads a report on CSR activities is attached as Annexure-âGâ forming part of this report.
The Company has formulated Enterprise Risk Management policy in accordance with the guidelines provided under the Charter of the Risk Management Committee of the Board of Directors, and pursuant to Regulation 21 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Risk Management policy provides a structured, consistent, and continuous process across the whole organization for identifying, assessing, deciding on mitigations and reporting on the opportunities and threats that may affect the achievement of its strategic objectives.
The Company has enhanced Enterprise Risk Management Charter and Policy to institutionalize a formal risk management function and framework consisting of Risk Management Process and Risk Governance and Communication Structure. For detailed framework and outcome refer to Enterprise Risk Management section in the Management Discussion and Analysis Report.
Pursuant to the provisions of Regulation 43A of the Listing Regulations, the Board of Directors of the Company has adopted a Dividend Policy which details the dividend philosophy of the Company, the factors which are considered by the Board while recommending/declaring dividend, suggested band for proposing dividend payout, periodicity of dividend, circumstances in which dividend is considered etc. The said policy is given in Annexure-âFâ to this report and posted on the website of the Company at http://www.asahisongwon.com/ pdf/Dividend-Policy.pdf
As required under Regulation 34(2) (c) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, a Cash Flow Statement prepared in accordance with the Indian Accounting Standard 7 (Ind AS-7) is attached to the Financial Statement.
The details forming part of the Annual Return of the Company containing the particulars prescribed under Section 92 and 132 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, in Form MGT-7, as on March 31, 2023, is made available on the Company''s website www.asahisongwon.com.
The Company has been awarded status of "Two Star Export Houseâ by Office of Development Commissioner, Kandla Special Economic Zone, Gandhidham, Kutch in accordance with provisions of Foreign Trade Policy 2015-2020. This status is valid till December 31, 2025.
AWARDS AND ACCOLADES
During the year under review, the Company has received GDMA First Award for highest self manufacturing turnover from domestic and export of Dye & Dye Intermediates for the year 2021-2022.
During the year, Mrs. Paru M. Jaykrishna, Chairperson and Managing Director of the Company received Life Time Achievement Awards 2018-2019 from CHEMEXCIL.
RESEARCH AND DEVELOPMENT (R&D)
The Company has a Research and Development centre, which is recognized by the Ministry of Science and Technology, Government of India. Focused areas of the Research and Development Centre was on product quality, cost reduction, new product offerings and environmental sustainability.
ANY REVISION MADE IN FINANCIAL STATEMENTS OR BOARDâS REPORT
The Company has not revised the Financial Statements or Board''s Report in respect of any of the three preceding Financial Years.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions which were entered during the Financial Year were in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions entered by the Company with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interests of the Company.
A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions. Since all the related party transactions entered during the financial year were on an arm''s length basis and in the ordinary course of business, no details are required to be provided in Form AOC-2 as per Annexure - âBâ as prescribed under Section 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. In accordance with the requirements of the Listing Regulations, the Company has also adopted Policy on Materiality and dealing with Related Party Transactions and the same has been placed on the website of the Company at www.asahisongwon.com.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with Regulation 34(2)(e) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,,the Management Discussion and Analysis Report forms part of this Annual Report
CORPORATE GOVERNANCE
The report of the Board of Directors of your Company on Corporate Governance in terms of Regulation 34 read with Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented as a separate section titled Corporate Governance Report as per Annexure-âIâ.
The composition of the Board, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Corporate Social Responsibility Committee and other Committees of the Board, the number of meetings of the Board and Committees of the Board, and other matters are presented in the Corporate Governance Report.
A certificate from M/s. Shyamsingh Tomar & Associates, Company Secretaries, Ahmedabad regarding compliance with the Corporate Governance requirements as stipulated in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which forms part of the Annual Report.
Further as required under Regulation 17(8) of the Listing Regulations, a certificate from the Joint Managing Director & CEO and Chief Financial Officer is annexed with this Report.
CODE OF CONDUCT
In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted Code of Conduct (the Code) for Directors and Senior Management, which provides guidance on ethical conduct of business and compliance of law All members of the Board and Senior Management personnel have affirmed the compliance with the Code as on March 31, 2023. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations is given in the Report of Corporate Governance forming part of this Annual Report. The Code is made available on the Company''s website www.asahisongwon.com.
CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
The Board has formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Fair Disclosure Code) for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The copy of the same is available on the website of the Company at http://www.asahisongwon.com/pdf/Asahi%20Songwon%20 Colors%20Code%20of%20Practices%20and%20Procedure%20 for%20Fair%20Disclosure%20of%20Unpublished%20Price%20 Sensitive%20Information.pdf
PREVENTION OF INSIDER TRADING
The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This
code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of noncompliances. The copy of the same is available on the website of the Company www.asahisongwon.com.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given as per Annexure - âCâ hereto forming part of this Report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has in place adequate internal control systems commensurate with the size of its operations. The internal control systems, comprises of policies and procedures which are designed for safeguarding the assets, optimal utilization of resources, sound management of Company''s operations. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an Independent Cost Accountant and periodical review by management. The Audit Committee of the Board addresses issues, if any, raised by both, the Internal Auditors and the Statutory Auditors.
Details in respect of adequacy of internal financial controls with reference to the financial statements are stated in Management Discussion and Analysis which forms part of this Report.
CERTIFICATIONS
Your Company has ISO 14001:2015 for Environmental Management System certification and ISO 9001-2015 for quality management system for plant at Vadodara.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PRHIBITION & REDRESSAL) ACT, 2013
The Company has in place a policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. All women employees (permanent, temporary, contractual and trainees) are covered under this policy and it has been circulated amongst the employees of the Company and the same is exhibited on the notice board of all the business locations of the Company.
During the year under review, the Company had not received any compliant under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
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, The Factories Act and Rules made there under. Safety and environmental standards are periodically reviewed and upgraded. The Company preserves in its efforts to educate safe and environmentally accountable behavior in every employee, as well as its vendors.
The Company has undertaken various environment friendly measures in its different Units for promoting a better environment. The Company has in place adequate pollution control equipment.
The solid waste generated at the Works, after treatment of its liquid effluent is shifted to a Gujarat Pollution Control Board (GPCB) approved site.
The Company has maintained a greenbelt around its sites as a part of its commitment to environment management.
The Company continues to demonstrate its commitment to a clean and safe environment. The state of the art effluent treatment plant continues to run satisfactorily, so that the treated wastewater discharged is well within the stipulated norms set by GPCB. As a part of water conservation efforts, the Company has implemented suitable engineering solution to utilize recycled water as much as possible in cleaning, gardening and other utilities.
PARTICULAURS OF EMPLOYEES AND RELATED DISCLOUSRES
The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given as per Annexure-âEâ hereto forming part of this Report.
In accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits, set out in the aforesaid rules, forms part of this Report. In line with the provisions of section 136(1) of the Companies Act, 2013, the Annual Report, as set out therein, are being sent to all the Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary of the Company.
REGISTRAR AND SHARE TRANSFER AGENT
Link Intime India Private Limited is the Registrar and Share Transfer Agent of the Company.
The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board and its Committees which have mandatory application during the year under review.
During the year under review, the Registered Office of the Company was shifted from ''Asahi House''. 13, Aaryans Corporate Park, Thaltej-Shilaj Road, Nr. Shilaj Railway Corssing, Thaltej, Ahmedabad - 380059 to "Asahi House'', 20, Times Corporate House, Thaltej - Shilaj Road, Thaltej, Ahmedbad - 380059 within the Municipal Limit and within the State of Gujarat.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, the Company has neither made any application nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send necessary communications to its Shareholders to their respective registered E-mail addresses.
APPRECIATION AND ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the assistance and cooperation received from the Government of India, Government of Gujarat, Electricity supply companies and Bankers and look forward to their continued support in future. We place on record our appreciation all our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.
The Company is thankful to the shareholders for reposing trust in the Company and their unflinching enthusiasm and patronage.
Mar 31, 2018
To the Members of
Asahi songwon colors Limited
The Directors have the pleasure of presenting their Twenty Eight Annual Report of the Company together with the audited financial statement for the financial year ended March 31, 2018.
FINANCIAL HIGHLIGHTS
The Companyâs financial performance for the year ended March 31, 2018 is summarized below:
(Rs. In Lakhs)
|
particulars |
2017-2018 |
2016-2017 |
|
Revenue from Operations |
29,383.17 |
26,080.41 |
|
Other Income |
447.21 |
311.38 |
|
Total Income |
29,830.38 |
26,391.79 |
|
profit for the year before Finance Costs, Depreciation and Tax Expenses |
4,271.77 |
5,030.90 |
|
Less : Finance Costs |
353.28 |
281.09 |
|
profit for the year before Depreciation and Tax Expenses |
3,918.49 |
4,749.81 |
|
Less : Depreciation |
721.93 |
712.50 |
|
profit for the year before Tax Expenses |
3,196.56 |
4,037.31 |
|
Less : Current Tax |
835.00 |
1,215.64 |
|
Less : Deferred Tax |
54.00 |
79.30 |
|
Net profit for the year |
2,307.56 |
2,742.37 |
|
Other Comprehensive Income (Net of Taxes) |
4.76 |
20.46 |
|
Total Comprehensive Income for the period |
2,312.32 |
2,762.83 |
|
Surplus available for Appropriation |
12,792.76 |
11,073.56 |
|
Appropriation: |
||
|
General Reserve |
150.00 |
150.00 |
|
Interim Dividend at H Nil (Previous Year RS.3.00) per Equity Shares |
- |
368.17 |
|
Dividend Distribution Tax |
- |
74.95 |
|
Balance Carried to Balance Sheet |
12,642.76 |
10,480.44 |
|
Total |
12,792.76 |
11,073.56 |
Indian accounting standards (ind as)
The Ministry of Corporate Affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. In pursuance of this notification, the Company has adopted Ind AS with effect from April 1, 2017. The Companyâs financial results for the previous year ended March 31, 2017 had also been recast in accordance with Ind AS.
brief description of the companyâs working during the year/ state of companyâs affairs
a. General
The Financial Year 2017-18 has been a year of continuous appreciation of Indian Rupee, increasing crude price and other commodities. In spite of such uncertain economic condition your Company has performed well on account of capacity utilization and increase in sales. However, due to economic turbulence operating margins got impacted adversely. The Company is PROACTIVELY taking all the measures of effective management of resources to reduce cost and improve the margin, especially by making big efforts on energy saving.
b. performance Review
During the year under review, the Company earned a total income of RS.29,830 lakhs compared to RS.26,392 lakhs in the previous year.
The total sales of the Company was RS.29,383 lakhs 13% higher as compared to RS.26,080 lakhs in the previous year. The profit after tax (PAT) stood at RS.2,308 lakhs (Previous year RS.2,742 lakhs).
c. Exports
During the year under review, the total exports value to RS.21,241 lakhs compared to RS.17,427 lakhs during the previous year. Your Company continues to view focus on export markets for its products and see good potential for growth to the export business.
d. Capital Expenditure
The Company has incurred for the existing plant a capital expenditure of RS.1,973 lakhs in the year under review compared to RS.784 lakhs in the previous year. The Company has capex plans to add other pigments and specialty products as a green field Project at Sayakha and, Dahej, Dist: Bharuch, Gujarat. The Company already spend RS.3500 lakhs for acquisition of land for this projects.
dividend
After considering the profitability, cash flow and overall performance of the Company, your Board of Directors of the Company have pleasure in recommending final dividend @30% (Rupee 3.00 per share of face value of RS.10/- each) for the year ended March 31, 2018 subject to approval of members at the forthcoming Annual General Meeting of the Company.
The final dividend if approved at the forthcoming Annual General Meeting will result in an outflow of RS.368 lakhs to the Members of the Company, in addition to RS.76 lakhs as dividend distribution tax During the previous financial year, the Company had paid interim dividend @30% (Rupee 3.00 per share of face value of RS.10/- each) on the fully paid up equity share capital of the Company.
transfer to reserve
Your Company proposes to transfer RS.150 lakhs (Previous Year RS.150 lakhs) to the General Reserves. An amount of RS.12,643 lakhs is proposed to be retained in the Statement of Profit and Loss.
share captial
a. Issue of equity shares with differential rights
During the year under review, there was no change in the Companyâs issued, subscribed and paid-up equity share capital. As at March 31, 2018, it stood at RS.1227.23 lakhs divided into 12,272,262 equity shares of RS.10/- each. During the year under review, no equity shares with differential rights as to dividend, voting or otherwise where issued.
b. Issue of sweat equity shares
During the year under review, the Company has not issued any sweat equity shares.
c. Issue of employee stock options
The Company has not granted any Employee Stock Option within the meaning of section 62(1) (b) of the Companies Act, 2013 read with its Rules framed there under and Regulation 14 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.
subsidiaries, joint ventures and associate companies
During the year under review, the Company does not have any subsidiaries, joint ventures and associate companies.
intellectual property rights
During the year under review, the Company has received the certificate for registration of trademark from the Registrar of Trade Marks, Trade Marks Registry, Gujarat for its logo i.e. Asahi Songwon and its products i.e. Asafast, Asaglow, AsaInk and Asaperm.
change in promoters holding
During the year under review, promoters family trust Mrugesh Jaykrishna Family Trust -1 and Gokul M. Jaykrishna Family Trust has acquired 11,000 (0.09%) and 5,500 (0.04%) Equity Shares of the Company through the stock exchange respectively. The total promoter shareholding of the Company hence stands increased from 65.28% to 65.41%.
During the year under review, promoter company Chelsea Marketing LLP holding 600 equity shares of the Company has sold its holding.
finance and insurance
The Company has been financed by State Bank of India and Federal Bank Limited for both working capital and term loans.
All assets and insurable interests of your Company including building, plant and machinery, stocks, vehicles, stores and spares have been adequately insured against various risks and perils.
BANKTERM LOANs
During the year under review, CARE has reaffirmed âCARE AA-Stable [Double A Minus; Outlook; Stable]â rating assigned to the long-term facilities of your Company. This rating is applicable to facilities having tenure of more than one year. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations.
CARE has also reaffirmed the CARE A1 [Single A One Plus] rating assigned to the short-term facilities of your Company. This rating is applicable to facilities having tenure up to one year. Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations.
commercial paper
During the year under review, CARE has reaffirmed âCARE A1 (A One Plus) indicating very strong degree of safety regarding timely payment of financial obligations for Commercial Paper to be issued carved out of the sanctioned working capital limits of the Company. As at March 31, 2018, outstanding commercial paper was Nil.
listing
The Equity shares of the Company continue to remain listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the Annual Listing Fees to the said Stock Exchange(s) for the financial year 2018-19.
MATERIAL CHANGEs AND COMMITMENTs, IF ANY, affecting the financial position OF THE COMPANY wHICH HAvE OCCURRED BETwEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO which the financial statements RELATE AND THE DATE OF THE REPORT
There has been no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year to which the financial statements relate and the date of the report.
risk management
The Company has well defined process to identify, assess, monitor and mitigate various business risks. The Company recognizes that these risks need to be managed to protect interest of the stakeholders, to achieve business objective and enable sustainable growth. Many risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. Further details are set out in the Management Discussion and Analysis Report forming part of this Report.
PUBLIC DEPOsiT
During the year under review, the Company has not accepted any fixed deposit from public under Section 73 of Companies Act, 2013 and the Rules framed there under and no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2018.
change in the nature of business, if any
There was no change in the nature of business of the Company during the financial year ended March 31, 2018.
details of directors or key managerial personnel including those who were APPOINTED OR HAvE REsIGNED DURING THE YEAR Directors liable to retirement by rotation
In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Gokul M. Jaykrishna, Joint Managing Director & CEO of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment.
Change in Directorate
None of the Directors of the Company have resigned from the office of Director of the Company during the year.
independent Directors
The Independent Directors hold office for a fixed period of five years from the date of their appointments at the 24th Annual General Meeting of the members held on September 26, 2014 and are not liable to retire by rotation.
Mr. H. K. Khan and Mr. R. K. Sukhdevsinhji, who were appointed as Independent Directors of the Company for period of 5 years at the 24th Annual General Meeting of the Company held on September 26, 2014.
Regulation 17(1 A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 notified on June 7, 2018 prescribes that no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special
resolution is passed to that effect.
In view of the said provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, on recommendation of Nomination and Remuneration Committee, the Board of Directors subject to approval of members at the ensuing Annual General Meeting decided to continuation of Directorship Mr. H. K. Khan and Mr. R. K. Sukhdevsinhji under the current tenure of appointment which ends on date of 29th Annual General Meeting to be held in the calendar year 2019 notwithstanding that they have attained the age of 75 years.
Declaration of independence
The Company has received necessary declarations from the independent directors under Section 149(7) of the Companies Act, 2013, the he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as SEBI Regulations.
profile of Directors seeking appointment/re-appointment
As required under Regulation 36 (3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, particulars of Directors seeking appointment/re-appointment at the ensuing Annual General Meeting are annexed to the notice convening 28th Annual General Meeting.
Key Managerial personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:
Mrs. Paru M. Jaykrishna, Chairperson and Managing Director
Mr. Gokul M. Jaykrishna, Joint Managing Director & CEO
Mr. Chandravadan R. Raval, General Manager (Accounts) & CFO
Mr. Saji Varghese Joseph, Company Secretary
There was no change in the Key Managerial Personnel during the year under review.
During the year under review, the Board of Directors in their meeting held on February 13, 2018 has changed the designation of Mr. Gokul M. Jaykrishna from Joint Managing Director to Joint Managing Director and CEO.
women Director
The Composition of the Board ofDirectors ofthe Company includes a women director viz. Mrs. Paru M. Jaykrishna. Accordingly, the Company is in compliance with the requirement of Section 149 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Remuneration policy
The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy on selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is attached herewith as per âAnnexure - Bâ form part of this Report.
board Effectiveness
a. Familiarization Programme for the Independent Directors
Your Company has put in place a well structured familaristion programme for all its directors including independent directors of the Company with respect to the roles and responsibilities outlined under the Companies Act, 2013 and other related Regulations. The Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. from time to time. The Company makes consistent efforts to acquaint the Board with the overall business performance covering all Business verticals, by way of presenting specific performance of each Plants, Product Category and Corporate Function from time to time. Details of the Familiarization Programme are explained in the Corporate Governance Report.
b. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI Regulations, the Board has internally carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The guidance note dated January 5, 2017 as suggested by SEBI was referred to while carrying out the annual performance evaluation.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement and safeguarding the interest of the Company. The performance evaluation of the Board as a whole, Chairperson and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on November 14, 2017. The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual directors.
directors responsibility statement
In accordance with the provisions of Section 134 (3) (c) and sub section 5 of the Companies Act, 2013 your directors hereby state and confirm that;
(i) in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at March 31, 2018 and of the profit or loss of the Company for the year ended on that date;
(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual financial statements of the Company have been prepared for the year ended March 31, 2018 on a going concern basis;
(v) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively ; and
(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
meetings
Number of Meeting of the Board of Directors
During the Financial Year 2017-18, Seven (7) numbers of Board Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.
Independent Directorsâ Meeting
A separate Meeting of the Independent Directors of the Company was also held on November 14, 2017, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, were discussed.
audit committee
The Audit Committee comprises of three Non-Executive Directors, all of whom are Independent Directors. Mr. Gaurang N. Shah is the Chairman of the Audit Committee. The Composition of the Audit Committee meet the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.
There are no recommendations of the Audit Committee which have not been accepted by the Board. Further details on the Audit Committee are provided in the Corporate Governance Section of the Annual Report.
corporate social responsibility
In terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 the Board of Directors of your Company has constituted a Corporate Social Responsibility (âCSRâ) Committee which is Chaired by Mrs. Paru M. Jaykrishna the Chairperson and Managing Director of the Company, the other members of the committee are Mr. Gaurang N. Shah and Dr. Pradeep Jha who are independent directors of the Company. Your Company also has in place a CSR policy and the same is available on the website of the Company. The committee places before the Board the details of the activities to be undertaken during the year. A detail report is attached as âAnnexure - Dâ forming part of this report.
corporate governance
In terms of Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance forms part of the Annual Report. The requisite certificate from Mr. Bipin L. Makwana, Company Secretary in Practice, regarding compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as per âAnnexure - Hâ.
auditors
a. statutory Auditors
The Statutory Auditors M/s. Mahendra N. Shah & Co., Chartered Accountants (Firm Registration No. 105775W), Ahmedabad were appointed as the Statutory Auditors of the Company for a term of five years up to the conclusion of the 32nd Annual General Meeting of the Company, if so required under the Law.
The Ministry of Corporate Affairs have, vide its Commencement Notification dated May 7, 2018, inter alia, notified the commencement of section 40 of the Companies (Amendment) Act, 2017, which omitted the proviso to sub-section (1) of section 139 of the Companies Act, 2013, mandating the requirement of annual ratification for Auditors appointment by the Members at every Annual General Meeting. Accordingly, the Board has decided, to discontinue the practice of obtaining annual ratification of the shareholders for appointment of Statutory Auditors, in view of the exemption provision in the resolution passed by the members in the 27th Annual General Meeting and the removal of the provision of the law which mandated the requirement.
M/s. Mahendra N. Shah & Co., Chartered Accountants has expressed their willingness to be appointed as Statutory Auditors of the Company. They further confirmed that it said appointment, if made, would be within prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for appointment.
Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated May 10, 2018 from the Auditors to the effect, inter-alia, that their appointment would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.
The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.
M/s. Mahendra N. Shah & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial Year 2017-18, which forms part of the Annual Report 2017-18. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.
b. secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Bipin L. Makawana, Company Secretary in Practice to undertake the Secretarial Audit of the Company.
Mr. Bipin L. Makawana Company Secretary in Practice have carried out Secretarial Audit of the Company for the Financial Year 201718 and the Report of Secretarial Auditor in Form MR-3 is annexed with this Report as âAnnexure - Fâ forming part of this Report.
c. Cost Auditors
During the year under review, cost audit was not applicable to the Company.
details in respect of frauds REPORTED BY AUDITORs OTHER THAN THOsE wHICH ARE REPORTABLE TO THE CENTRAL GOvERNMENT
The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.
cash flow statement
As required under Regulation 34(2) (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Cash Flow Statement prepared in accordance with the Indian Accounting Standard 7 (IND AS-7) is attached to the Financial Statement.
EXTRACT OF THE ANNUAL RETURN
As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of annual return in Form No. MGT-9 forms part of this report as âAnnexure - Eâ.
EXPORT HOUsE sTATUs
The Company has been awarded status of âTwo Star Export Houseâ by Office of Development Commissioner, Kandla Special Economic Zone, Gandhidham, Kutch in accordance with provisions of Foreign Trade Policy 2015-2020. This status is valid till December 15, 2020.
awards and recognition
Over the years, the Company has participated and won many awards and recognition. The awards won during the financial year 2017-18:
- The Gujarat Dyestuff Manufacturing Association (GDMA) First award for self manufactured direct export of Dye Intermediates and special trophy for self manufactured domestic sale of Dye Intermediates of RS.25 crore and above during the year 2015-16.
- CHEMEXCIL award for outstanding export performance in exporters during the 2016-17 in Dye & Dye intermediate category.
particulars of loans, guarantees or investments UNDER section 186 OF THE companies ACT, 2013
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
particulars of contracts or arrangements with related parties
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an armâs length basis.
During the year, the Company had not entered into any contract or arrangement with related parties which could be considered âmaterialâ (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.
However, you may refer to Related Party transactions in Note No. 41 of the Standalone Financial Statements.
particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo
Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given as per âAnnexure - A â hereto forming part of this Report.
details in respect of adequacy of internal FINANCIAL CONTROLs wiTH REFERENCE TO THE FINANCIAL sTATEMENTs
Your company has in place adequate internal control systems commensurate with the size of its operations. The internal control systems, comprises of policies and procedures which are designed for safeguarding the assets, optimal utilization of resources, sound management of companyâs operations. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an Independent Cost Accountant and periodical review by management. The Audit Committee of the Board addresses issues, if any, raised by both, the Internal Auditors and the Statutory Auditors.
Details in respect of adequacy of internal financial controls with reference to the financial statements are stated in Management Discussion and Analysis which forms part of this Report.
details of establishment of vigil mechanism FOR directors AND EMPLOYEEs
The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or Ethics Policy. Whistle Blower Policy is disclosed on the website of the Company. The Audit Committee of the Board overseas the functioning of the policy.
details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future
The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companyâs operations in future.
industrial relations
The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.
particulars of employees and related disclousres
The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are annexed as per âAnnexure - Câ to this Report.
certifications
Your Company has ISO 14001:2015 for Environmental Management System certification and ISO 9001-2015 for quality management system for plant at Vadodara.
managementâs DisCUsssiON AND ANALYsis REPORT
Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 with the stock exchanges is presented in a separate section forming part of the Annual Report as per âAnnexure- Gâ.
disclosure under the sexual harassment of women at work place (prevention, prhibition & REDREssAL) ACT, 2013
Your Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment, including sexual harassment.
The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, the Committee had not received any compliant.
transfer to investor education and PROTECTION FUND
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ), all unpaid or unclaimed dividends are required to the transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of H 1.25 lakhs to Investor Education and Protection Fund (IEPF) during the year. Further, 1016 Equity shares were transferred as per the requirements of IEPF rules.
Pursuant to Section 124(6) of the Companies Act, 2013, which requires a Company to transfer in the name of Investors Education and Protection Fund (IEPF) Authority all shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more. In accordance with the said provisions read with the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company is in the process to transfer all shares in respect of which dividends declared for the year 2010-2011 or earlier financial years has not been paid or claimed by members for 7 (seven) consecutive years or more.
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, The Factories Act and Rules made there under. Safety and environmental standards are periodically reviewed and upgraded. The Company preserves in its efforts to educate safe and environmentally accountable behavior in every employee, as well as its vendors.
The solid waste generated at the Works, after treatment of its liquid effluent is shifted to a Gujarat Pollution Control Board (GPCB) approved site.
The Company has maintained a greenbelt around its sites as a part of its commitment to environment management.
The Company continues to demonstrate its commitment to a clean and safe environment. The state of the art effluent treatment plant continues to run satisfactorily, so that the treated wastewater discharged is well within the stipulated norms set by GPCB. As a part of water conservation efforts, the Company has implemented suitable engineering solution to utilize recycled water as much as possible in cleaning, gardening and other utilities.
compliance with secretarial standards
The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board and its Committees which have mandatory application during the year under review.
appreciation and acknowledgements
Your Directors would like to express their appreciation for the assistance and cooperation received from the Government of India, Government of Gujarat, Electricity supply companies and Bankers during the year under review.
The Company is thankful to the shareholders for reposing trust in the Company and their unflinching enthusiasm and patronage.
cautionary statement
The Boardâs Report and Management Discussion & Analysis may contain certain statements describing the Companyâs objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statement. Some important factors that could influence the Companyâs operations comprise of economic developments, pricing, and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.
For and on behalf of the Board of Directors
Place: Ahmedabad paru M. Jaykrishna
Date: August 08, 2018 Chairperson & Mg. Director
DIN No. 00671721
Registered Office:
âAsahi Houseâ
13, Aaryans Corporate Park Nr. Shilaj Railway Crossing,
Thaltej - Shilaj Road
Thaltej, Ahmedabad - 380 059 (India)
(CIN:L24222GJ1990PLC014789)
Mar 31, 2014
Dear Members,
The Directors are pleased to present their 24th Annual Report together
with the Audited Financial Statement of your Company for the financial
year ended 31st March, 2014.
Financial Results
The financial performance of your Company in the year under review is
summarized below:
(Rs. In lac )
Particulars 2013-2014 2012-2013
Revenue from Operations (Net of Excise Duty) 30,200.99 23,216.59
Other Income 63.57 46.30
Total Income 30,264.56 23,262.89
profit for the year before Finance Costs,
Depreciation, Extra 3,931.32 2,533.57
Ordinary Item and Taxation
Less: Finance Costs 626.76 489.56
profit for the year before Depreciation,
Extra Ordinary Item and 3,304.56 2,044.01
Taxation
Less : Depreciation and Amortization Expenses 673.17 533.96
profit for the year before Extra Ordinary
Item and Taxation 2,631.39 1,510.05
Extra Ordinary Item 227.42 -
profit for the year before Taxation 2,403.97 1,510.05
Less: Current Tax 327.06 188.60
Less: Deferred Tax 618.16 285.82
Net profit for the year 1,458.75 1,035.63
Add: Balance brought forward from previous
year 4,816.20 4,433.10
Surplus available for Appropriation 6,274.95 5,468.73
Appropriation:
General Reserve 150.00 150.00
Proposed Dividend at Rs.3.50 (Previous
Year Rs.3.50) per Equity 429.53 429.53
Shares
Dividend Distribution Tax 73.00 73.00
Balance Carried to Balance Sheet 5,622.42 4,816.20
Total 6,274.95 5,468.73
Dividend
Your Directors are pleased to recommend final dividend of Rs.3.50 (35.00%)
per equity share on the face value of Rs.10 each subject to approval of
the shareholders in the ensuing Annual General Meeting.
The final dividend, if declared as above would involve an outflow of Rs.430
lac towards dividend and Rs.73 lac towards dividend distribution tax.
During the previous financial year, the Company had paid a dividend of
Rs.3.50 per equity share.
Review of Operations
General
The fiscal year 2013-14 proved to be a challenging year with the Indian
economy witnessing a slowdown across all sectors, particularly in the
industrial sector The Indian economy had to contend with high infation,
high energy prices and weakening of Rupee to an all time low. High
interest rates and rising cost of raw material further slowed the
growth of the economy, which also affected all manufacturing sectors
including Pigments.
The performance of the Company was remarkable given that the global
economy too continued to remain sluggish, affecting consumer sentiment
across the countries. The fact that the Company responded with
profitable growth marked by percentage increase in margins over a
percentage increase in revenues, which was a result of a global shift
to Asia on the one hand and the Company''s established competitive
advantage on the other.
Financial Performance
During the year under review, the Company earned a total income of
Rs.30,264 lac compared to Rs.23,263 lac in the previous year.
The total sales of the Company increased from Rs.23,217 lac to Rs.30,201
lac which is a hefty growth of over 30%. The profit after tax (PAT)
increased by 41% from Rs.1,036 lac to Rs.1,459 lac in the previous year.
Operations
Exports
During the year, the total exports value to Rs.25,840 lac compared to
Rs.19,436 lac during the previous year, showing a growth of 33%. Your
Company is constantly exploring new markets to enhance the exports of
its product despite stiff competition in the global market.
Capital expenditure
The Company has incurred a capital expenditure of Rs.1,740 lac in year
under review compared to Rs.2,970 lac in the previous year.
Transfer to reserve
Your Company proposes to transfer Rs.150 lac (Previous Year Rs.150 lac) to
the General Reserves. An amount of Rs.5,622 lac is proposed to be
retained in the Statement of profit and Loss.
Scheme of Arrangement
The Board of Directors of the Company at its meeting held on 19th
December, 2013 has approved a Composite Scheme of Arrangement in the
nature of de-merger and transfer of CPC Green Division of Asahi Songwon
Colors Limited to AksharChem (India) Limited and consequential
restructure of the share capital of Asahi Songwon Colors Limited. The
scheme is subject to requisite approvals, including sanction of Hon''ble
High Court. The shareholders of the Company present at the Court
Convened Meeting held on 1st July, 2014 and public shareholders through
voting by postal ballot have approved the said scheme of arrangement
with requisite majority. It is now awaiting sanction of the Court.
Management Discussions and Analysis Report
A detailed review of operations performed and future outlook of your
Company and business is given in the Management Discussion and Analysis
Report as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchange(s) is presented in a separate section forming part of
the Directors'' Report.
Corporate Governance
Your Company has been practicing principle of Corporate Governance over
the years. As per Clause 49 of the Listing Agreement with the Stock
Exchange(s) a separate section on Corporate Governance practice
followed by the Company, together with a certifcate from M/s. Trushit
Chokshi & Associates, Chartered Accountants, Ahmedabad, statutory
auditors of the Company confirming compliance with the conditions of
Corporate Governance is set out in the Annexure forming part of this
report.
Directorate
Various provisions in respect of Directors contained in the Companies
Act, 2013 ("the Companies Act") were notifed with effect from April 1,
2014 repealing the corresponding provisions in the Companies Act, 1956
("the 1956 Act").
Independent Directors
As per the provisions of Section 149 of the Companies Act, 2013,
independent directors shall hold office for a term up to five consecutive
years on the Board of the Company, but shall be eligible for
reappointment for another term up to five years. Further, Section 152 of
the Companies Act, 2013 provides that the independent directors shall
not be liable to retire by rotation in the Annual General Meeting
("AGM") of the Company.
Dr. Pradeep Jha and Mr. Gaurang N. Shah retire by rotation at the
ensuing Annual General Meeting under the erstwhile applicable
provisions of the Companies Act, 1956. Under Section 149 of the
Companies Act, 2013 and Rules made there under and as per Clause 49 of
the Listing Agreement, an Independent Director now shall hold office for
a term of 5 (five) consecutive years on rotation. In terms of Section
149 and other applicable provisions of the Companies Act, 2013 and
Rules made there under the Board of Directors of the Company has
appointed Dr. Pradeep Jha and Mr. Gaurang N. Shah as Independent
Directors of the Company for a term of 5 (five) consecutive years up to
the conclusion of the Twenty Ninth Annual General Meeting.
Mr. H. K. Khan, Mr. R. K. Sukhdevsinhji and Mr. Arvind Goenka are
Independent Directors of the Company whose period of office is liable to
determination under the erstwhile applicable provisions of the
Companies Act, 1956. Under Section 149 of the Companies Act, 2013 and
Rules made there under, and as per Clause 49 of the Listing Agreement,
an Independent Director now shall hold office for a term of 5 (five)
consecutive years on rotation. In terms of Section 149 and other
applicable provisions of the Companies Act, 2013 and Rules made there
under the Board of Directors of the Company has appointed Mr. H. K.
Khan, Mr. R. K. Sukhdevsinhji and Mr. Arvind Goenka as Independent
Directors of the Company for a term of 5 (five) consecutive years up to
conclusion of Twenty Ninth Annual General Meeting.
The aforesaid independent directors fulfll the conditions specified in
the Companies Act, 2013 and the Rules made there under, and are
independent of the management.
The Board recommend to the shareholders appointment of Dr. Pradeep Jha,
Mr. Gaurang N. Shah, Mr. H. K. Khan, Mr. R. K. Sukhdevsinhji and Mr.
Arvind Goenka as Independent Directors of the Company for 5 (five)
consecutive years up to conclusion of Twenty Ninth Annual General
Meeting.
Non-independent Directors
In terms of the provisions of Section 152 of the Companies Act, 2013,
two third of the total strength of the Board (excluding Independent
Directors) shall be liable to retire by rotation. One-third of such
directors who are liable to retire by rotation shall retire at every
Annual General Meeting. The Board of Directors of your Company at
present consists of three (3) Non-Independent Directors. In light of
the above referred provisions of the Companies Act, 2013, it is
desirable that the period of office of Executive Directors is made
liable to determination by retirement of directors by rotation. The
Board of Directors of the Company has revised the terms of appointment
of Mrs. Paru M. Jaykrishna, Mr. Gokul M. Jaykrishna and Mr. Munjal M.
Jaykrishna. Accordingly, Mrs. Paru M. Jaykrishna, Chairperson and
Managing Director of the Company, Mr. Gokul M. Jaykrishna, Joint
Managing Director of the Company and Mr. Munjal M. Jaykrishna, Joint
Managing Director of the Company retire by rotation. The other terms
of appointment aforesaid executive directors remain the same and there
is no break in their employment. The Company seeks your approval for
the variation in terms of appointment of the executive directors.
Out of three NonÂIndependent Directors, two directors shall be liable
to retire by rotation and one of them (ie.1/3rd) will retire every year
starting from Annual General Meeting - 2014. Mrs. Paru M. Jaykrishna,
being the longest serving director in this category, shall retire by
rotation in the ensuring Annual General Meeting of the Company. Mrs.
Paru M. Jaykrishna, being eligible, offers herself for reappointment as
director and the Board recommends her reappointment in the ensuing
Annual General Meeting.
Executive Directors
The Board of Directors has revised the remuneration of Mr. Gokul M.
Jaykrishna, the Joint Managing Director of the Company.
The Company is seeking your approval for revision in terms of
remuneration of Mr. Gokul M. Jaykrishna, Joint Managing Director of the
Company.
Attention of the Members is invited to the relevant items in the notice
of the Annual General Meeting for seeking your approval for aforesaid
appointments. The information required under Clause 49 of the Listing
Agreement is given in the Notice and the Explanatory Statement annexed
thereto of the 24th Annual General Meeting as per Section 102 of the
Companies Act, 2013.
Women Director
The composition of the Board of Directors of the Company includes a
woman director viz. Mrs. Paru M. Jaykrishna. Accordingly the Company
is in compliance with the requirement of Section 149(1) of the
Companies Act, 2013 read with Rule 3 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
DireCtors'' responsibility statement
In accordance with the requirement under section 217(2AA) of the
Companies Act, 1956, with respect to the Directors Responsibility
Statement, the Directors hereby confirm that:
(i) in the preparation of the annual accounts for the year ended 31st
March, 2014, the applicable accounting standards have been followed
along with proper explanations in case of material departures;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31st March, 2014 and of the profit or loss of the
Company for that period;
(iii) the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the Directors have prepared the annual accounts for the year ended
31st March, 2014 on a going concern basis.
Auditors And Auditors'' Report
The Statutory Auditors of the Company M/s. Trushit Chokshi &
Associates, Chartered Accountants, Ahmedabad (Firm Registration
No.111072W) hold office until the conclusion of the ensuing Annual
General Meeting. Your Company has received intimation to the effect
that the proposed reappointment, if made, would be within the
prescribed limit under Section 141 of the Companies Act, 2013 and Rules
made there under. Further, the appointment will have to be in terms of
provisions of Section 141 of the Companies Act, 2013.
The said Auditors have confirmed their willingness to accept office if
reappointed. The Board on the recommendation of the Audit Committee
have proposed the reappointment of M/s. Trushit Chokshi & Associates,
Chartered Accountants, Ahmedabad (Firm Registration No.111072W),
Statutory Auditors of the Company to hold office from the conclusion of
this Annual General Meeting till the conclusion of the 27th Annual
General Meeting - three years (subject to ratifcation of the
appointment by the members at every Annual General Meeting held after
this Annual General Meeting) at such remuneration to be decided by the
Board of Directors in consultation with the said Auditors.
The notes on financial statement referred to in their Audit Report are
self explanatory and do not call for any further explanation.
Cost Auditiors
The Board of Directors of the Company on the recommendation of the
Audit Committee have reappointed Ms. Stuti R. Shah, Cost Accountants,
as the Cost Auditors to audit the cost records maintained by your
Company for the financial year 2014-15 on a remuneration of Rs.20,000/-
(Rupees Twenty Thousand Only) plus service tax and out of pocket
expenses at actuals. As per Rule 14 of the Companies (Audit and
Auditors) Rules, 2014, the appointment and remuneration payable to the
Cost Auditors is to be ratifed by the shareholders and the same is
given in the notice and explanatory statement annexed thereto of the
24th Annual General Meeting as per Section 102 of the Companies Act,
2013. The Cost Report for the year 2012-13 was fled in due time.
Fixed Deposits
The Company did not accept/renew any fixed deposits from public and no
fixed deposits were outstanding or unclaimed as on March 31, 2014.
Finance And Insurance
The Company has been financed by State Bank of India for both working
capital and term loans.
All the insurable interests of your Company including inventories,
plant and machinery, building, stocks, vehicles, stores and spares have
been adequately insured against various risks and perils.
Credit Rating
CARE has reaffirmed credit rating of "CARE A " (Single A Plus) for long
term bank facility and "CARE A1 " (A One Plus) for short term bank
facilities.
Listing
The Equity Shares of the Company continue to be listed on BSE Limited
and National Stock Exchange of India Limited. Listing Fees for the
year 2014-15 has been paid to them.
Particulars of Conservation of Energy, Technology Absorption and
Foreign exchange Earnings and outgo The information pertaining to
conservation of energy, technology absorption and foreign exchange
earnings and outgo, as required under Section 217 (1) (e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 are given as per
Annexure  A forming part of this Report.
Particulars of employees
The particulars of employees as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended is attached herewith as per Annexure "B" forming
part of this Report.
Human Resources and Industrial Relations
Overall industrial relations of the Company during the year were
harmonious and cordial.Your Directors wish to place on record their
sincere appreciation for the devoted services of all the employees and
workers of the Company.
Environment, Health and Safety
Your Company continues to give greater importance to health and safety
of its employees and its neighborhood. Safety and environmental
standards are periodically reviewed and upgraded. The Company preserves
in its efforts to educate safe and environmentally accountable behavior
in every employee, as well as its vendors.
The solid waste generated at the Works, after treatment of its liquid
effuent is shifted to a Gujarat Pollution Control Board (GPCB) approved
site.
The Company has maintained a greenbelt around its sites as a part of
its commitment to environment management.
The Company continues to demonstrate its commitment to a clean and safe
environment. The state of the art effuent treatment plant continues to
run satisfactorily, so that the treated waste-water discharged is well
within the stipulated norms set by GPCB. As a part of water
conservation efforts, the Company has implemented suitable engineering
solutions to utilize recycled water as much as possible in cleaning,
gardening and other utilities.
Your Company has ISO 14001:2004 certification of both of its Units and
ISO 9001-2008 for quality management system.
Green initiative
Your Directors would like to bring to your notice that the Ministry of
Corporate Affairs (MCA) has taken a "Green Initiative in Corporate
Governance" allowing paperless compliance by Companies through
electronic mode and the Companies are now permitted to send various
notices/documents (including annual report) to its shareholders through
electronic mode at the registered e-mail addresses of shareholders.
To support this green initiative, we hereby once again appeal to all
members who have not registered their e-mail addresses so far are
required to register their e-mail addresses, in respect of electronic
holdings with their concerned Depository Participant and in respect of
shares held in physical form with Registrar and Share Transfer Agents
of the Company.
Appreciation And Acknowledgements
Your Directors would like to express their appreciation for the
assistance and cooperation received from the Government of India,
Government of Gujarat, Electricity supply companies and Bankers during
the year under review.
The Company is thankful to the shareholders for reposing trust in the
Company and their unfinching enthusiasm and patronage.
For and on behalf of the Board of Directors
Place: Ahmedabad MRS. P Arun. Jaykrishna
Date: August 12, 2014 Chairperson and Managing Director
(DIN No. 00671721)
Registered office :
167-168, Village Indrad
Kadi  Kalol Road, Dist : Mehsana
Gujarat  382 715 (India)
CIN: L24222GJ1990PLC014789
Mar 31, 2012
The Directors are pleased to present their 22 nd Annual Report
together with the Audited Financial Statement of your Company for the
financial year ended 31st March, 2012.
FINANCIAL RESULTS
The financial performance of your Company in the year under review is
summarized below :
(Rs. in lacs)
Particulars 2011-12 2010-11
Net Sales/ Income from Operations
(Net of Excise Duty] 23,367.96 18,399.08
Other Income 44.04 20.93
Total Income 23,412.00 18,420.01
Profit for the year before Finance
Costs & Depreciation 4,392.82 3011.18
Less : Finance Costs 534.88 319.09
Profit for the year before
Depreciation 3,857.94 2,692.09
Less : Depreciation 532.85 445.79
Profit for the year before Taxation 3,325.09 2,246.30
Less : Current Tax 918.37 0.60
Less : Deferred Tax 155.57 241.74
Net Profit for the year 2,251.15 2,003.96
Add: Balance brought forward
from last year 2,981.16 1,707.94
Surplus available for Appropriation 5,232.31 3,71 1.90
Appropriation:
Transfer to General Reserve 300.00 300.00
Proposed Dividend at Rs. 2.25 per
Equity Shares 276.13 245.44
Interim Dividend at Rs. 1.25
per Equity Shares 153.40 122.72
Tax on Dividends 69.68 62.57
Balance Carried Forward 4,433.10 2,981.17
Total 5,232.31 3,71 1.90
Earning per share (EPS] in Rs. (Basic & Dilute per share of face value
of Rs. 10/-] 18.34 16.33
FINANCIAL PERFORMANCE
The Company was able to sustain its business performance and register a
growth in sales and profitability.
Results of Operations
During the year under review, the Company has earned a total income of
Rs. 23,412 lacs as compared with Rs. 18,420 lacs in the previous year.
Profit after Tax (PAT) increased by 12.33% from Rs. 2,004 lacs to Rs.
2,251 lacs.
The total sales increased from Rs. 18,399 lacs to Rs. 23,368 lacs
during the year, showing a growth of 27% compared with the previous
year.
Exports
Your Company continued to show growth in export sales. Export sale for
the year under review amounts to Rs. 17,893 lacs as against Rs. 14,883
lacs during the previous year, showing a growth of 20%. Your Directors
are confident to explore better overseas markets in the coming year.
Dividend
After considering the Company's profitability, cash flow and overall
financial performance, your Board of Directors are pleased to recommend
final dividend of Rs. 2.25 per equity share (22.50% on face value of
Rs. 10 each) subject to approval of the shareholders in the ensuing
Annual General Meeting, which along with the Interim Dividend of Rs.
1.25 per equity share (12.50% on face value of Rs. 10 each) adds up to
a total dividend of Rs. 3.50 per equity share (35%).
During the pervious financial year, the Company had paid a dividend of
Rs. 3 per equity share (30% on face value of Rs. 10 each).
During the year under review, your Directors had declared an interim
dividend of Rs. 1.25 per equity share (12.50% on face value of Rs. 10
each) at its meeting held on 3rd November, 2011 and the same has been
paid to the members/beneficial owners as on record date. The members
are requested to approve the interim dividend as final dividend for the
financial year 2011-12.
The final dividend, if declared as above would involve an outflow of
Rs. 27,612,590 (previous year Rs. 24,544,524) towards dividend and Rs.
4,479,452 (previous year Rs. 4,171,342) towards final dividend tax.
DIRECTORATE
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. R. K. Sukhdevsinhji and
Mr. Gaurang Shah retire by rotation as Directors at the conclusion of
the forthcoming Annual General Meeting and offer themselves for
reappointment. Your Directors recommend their reappointment as
Directors of the Company. A brief resume and other information have
been detailed in the Notice of the ensuing Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
(i) in the preparation of the annual accounts for the year ended 31st
March, 2012, the applicable accounting standards have been followed
along with proper explanations in case of material departures.
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31st March, 2012 and of the profit or loss of the
Company for that period.
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities,
(iv) the Directors have prepared the annual accounts for the year ended
31st March, 2012 on a going concern basis.
AUDITORS AND AUDITORS' REPORT
M/s. Trushit Chokshi & Associates, Chartered Accountants, Ahmedabad
(Firm Registration No.1 1 1072W) the Statutory Auditors of the Company,
retires at the conclusion of the ensuing Annual General Meeting and
confirms their willingness to accept office, if re-appointed. The
Company has received a certificate from the statutory auditors to the
effect that their reappointment if made, would be in accordance with
the provisions under sub-section (1B) of Section 224 of the Companies
Act, 1956. You are requested to consider their reappointment
The observations of the Auditors made in the Auditors Report are self
explanatory.
FIXED DEPOSITS
Your Company does not accept or hold any deposits and as such, no
amount of principal or interest on fixed deposits was outstanding on
the date of the balance sheet.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required under
Section 217 (1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 are provided in the Annexure - I to
this Report.
STATEMENT OF EMPLOYEES' PARTICULARS
The particulars of employees as required under Section 217(2A] of the
Companies Act, 1956 read with Companies (Particular of Employees)
Rules, 1975 is given as per Annexure - II.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance. A separate Corporate Governance Report as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange(s) is furnished as a part of Directors Report in Annexure -
IV. together with certificate from M/s. Trushit Chokshi & Associates,
Chartered Accountants, Ahmadabad, statutory auditors of the Company
confirming compliance with the conditions of Corporate Governance.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange(s) is presented in a separate section forming part of the
Directors' Report.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Overall, the industrial relations of the Company during the year were
cordial. Your Directors wish to place on record their sincere
appreciation for the devoted services of all the employees and workers
of the Company.
FINANCE AND INSURANCE
The Company has been financed by State Bank of India for both working
capital and term loans.
The CARE has revised the credit rating of the Company from
"CARE A" (Single A] to "CARE A Ã (Single A Plus] for long-term bank
facility and from "CARE A1Ã (A One] to "CARE A1 Ã (A One Plus] for
the short-term bank facilities.
All the insurable interests of your Company including inventories,
plant and machinery, building, stocks, vehicles, stores and spares have
been adequately insured against various risks and perils.
ENVIRONMENT, HEALTH AND SAFETY
Your Company continues to exercise persistent and meticulous efforts
towards greener earth and environment conservation. The Company
preserves in its efforts to educate safe and environmentally
accountable behavior in every employee, as well as its vendors. The
Company is committed towards safety, not only of its own men and plant,
but also of the society at large.
The solid waste generated at the Works, after treatment of its liquid
effluent is shifted to a Gujarat Pollution Control Board (GPCB]
approved site.
The Company continues to demonstrate its commitment to a clean and safe
environment. The state-of-the-art effluent treatment plant continues to
run satisfactorily, so that the treated wastewater discharged is well
within the stipulated norms set by GPCB.
Your Company has ISO 14001:2004 certification of its both units and ISO
9001-2008 certification for quality management system.
APPRECIATION AND ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the
assistance and cooperation received from the Government of India,
Government of Gujarat, electricity supply companies and bankers during
the year under review.
The Company is thankful to the shareholders for reposing trust in the
Company and their unflinching enthusiasm and patronage.
Place: Indrad, Mehsana By the Order of the Board of Directors
Date: 13th August, 2012 MRS. PARU M. JAYKRISHNA
Chairperson and Managing Director
Mar 31, 2011
Dear Shareholders,
The Directors are pleased to present the 21st Annual Report together
with the Audited Accounts of your Company for the financial year ended
31st March, 2011.
FINANCIAL RESULTS (Rs. In Lacs)
Particulars 2010-2011 2009-2010
Sales and Income from Operations 18,399.08 12,667.03
Other Income 20.93 61.82
Increase/(Decrease) in Stock 269.42 (37.05)
Total Income 18,689.43 12,691.80
Profit for the year before Interest
& Depreciation 3108.74 2,065.04
Less : Interest 319.09 387.81
Profit for the year before Depreciation 2,789.65 1,677.23
Less : Depreciation 445.79 430.02
Profit for the year before Taxation 2,343.86 1,247.21
Less : Current Tax 0.60 0.60
Less : Deferred Tax 241.74 199.61
Profit for the year after Tax 2,101.52 1,047.00
Less : Prior Period Adjustments à Ã
Less : Miscellaneous Expense Written Off 97.57 92.95
Net Profit for the year 2003.95 954.05
Add: Balance brought forward from last
year 1,707.95 1,147.97
Surplus available for Appropriation 3,711.90 2,102.02
Appropriation:
Transfer to General Reserve 300.00 150.00
Proposed Dividend at Rs. 2.00 per
Equity Shares 245.44 122.72
Interim Dividend at Rs. 1.00 per
Equity Shares 122.72 85.90
Tax on Dividends 62.57 35.46
Balance Carried Forward 2,981.17 1,707.94
Total 3,711.90 2,102.02
Earning per share (EPS) in Rs. 16.33 7.77
(Basic & Dilute per share of face value of Rs. 10/-)
FINANCIAL PERFORMANCE
The Company was able to sustain its business performance and register a
growth in sales and profitability.
Results of Operations
During the year under review, the Company has earned a total income of
Rs. 18,420.01 Lacs as compared to Rs. 12,728.85 Lacs of the previous
year. Profit after Tax (PAT) increased by 110% from Rs. 954.05 Lacs to
Rs. 2003.95 Lacs.
The net sales increased from Rs. 12,602.44 Lacs to Rs. 18,085.55 Lacs
during the year, showing a growth of 44% compared to the previous year.
Exports
The Export turnover of the Company has increased by 46%, which was Rs.
14,882.93 Lacs against Rs. 10,174.30 Lacs during the previous year.
Your Directors are confident to explore better overseas market in the
year to come.
DIVIDEND
Considering the sustained performance for the year, your Board of
Directors are pleased to recommend final dividend of Rupee 2.00 per
Equity Shares (@20% on face value of Rs. 10/- each) subject to approval
of the shareholders in the ensuing Annual General Meeting, which along
with the Interim Dividend of Rupee 1.00 per Equity Shares (@10% on face
value of Rs. 10/- each) adds up to a total dividend of Rupee 3.00 per
Equity Shares i.e.30%.
During the pervious financial year, the Company had paid a dividend of
Rupee 1.70 per Equity Shares (@17% on face value of Rs. 10/- each).
During the year under review, your Directors had declared an interim
dividend of Rupee 1.00 per Equity Share (@10% on face value of Rs. 10/-
each) at its meeting held on 21st October, 2010 and the same has been
paid to the members/beneficial owners as on record date. The members
are requested to approve the interim dividend as final dividend for the
financial year 2010-2011.
The final dividend, if declared as above would involve an outflow of
Rs. 24,544,524/- (Previous Year Rs. 12,272,262/-) towards dividend and
Rs. 4,171,342/- (Previous Year Rs.2,085,671/-) towards dividend tax.
The requisite provision for dividend and corporate dividend tax has
been made in the accounts for the year ended 31st March, 2011.
EXPANSION PLANS
During the year under review, the Company has set up a new R&D center.
The Company plans to further expand manufacturing capacity from the
existing 14000 MT per annum to 19000 MT per annum.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange is presented in a separate section forming part of the
Directors' Report.
DIRECTORATE
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Arvind Goneka and Prof.
Pradeep Jha retire by rotation as Directors at the conclusion of the
forthcoming Annual General Meeting and offer themselves for
reappointment. Your Directors recommend their reappointment as
Directors of the Company. A brief resume and other information have
been detailed in the Notice of the ensuing Annual General Meeting.
The Board of Directors in their meeting held on 6th July, 2011 has
re-appointed Mrs. Paru M. Jaykrishna as Chairperson and Managing
Director, Mr. Gokul M. Jaykrishna as Joint Managing Director and Mr.
Munjal M. Jaykrishna as Joint Managing Director of the Company with
effect from 1st August, 2011 for a further period of 5 years
respectively, subject to approval of the shareholders at the ensuing
Annual General Meeting. Their remuneration has also been revised as per
the recommendation of the remuneration committee. The Company is
seeking your approval for their reappointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
(i) in the preparation of the annual accounts for the year ended 31st
March, 2011, the applicable accounting standards have been followed
along with proper explanations in case of material departures;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31st March, 2011 and of the profit or loss of the
Company for that period;
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the directors have prepared the annual accounts for the year ended
31st March, 2011 on a going concern basis.
AUDITORS AND AUDITORS' REPORT
M/s. Trushit Chokshi & Associates, Chartered Accountants, Ahmedabad,
the Statutory Auditors of the Company retires at the conclusion of the
ensuing Annual General Meeting and are eligible for re-appointment. The
Company has received a certificate from the statutory auditors to the
effect that their re-appointment if made, would be in accordance with
the provisions of Section 224(1) (B) of the Companies Act, 1956. You
are requested to consider their reappointment. The observations of the
Auditors made in the Auditors Report are self explanatory.
FIXED DEPOSITS
The Company has not accepted any deposit from the public during the
year under review, within the meaning of Section 58A of the Companies
Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required under
Section 217 (1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are provided in the Annexure à I to this Report.
STATEMENT OF EMPLOYEES' PARTICULARS
The particulars of employees as required under Section 217(2A) of the
Companies Act, 1956 read with Companies (Particular of Employees)
Rules, 1975 is given as per Annexure - II.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance. A separate Corporate Governance Report as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange is furnished as a part of Directors Report in Annexure à IV,
together with certificate from M/s. Trushit Chokshi & Associates,
Chartered Accountants, Ahmedabad, statutory auditors of the Company
confirming compliance with the conditions of Corporate Governance.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
During the year under review, the industrial relations of the Company
with all its employees and workers remained cordial and harmonious
through out the year. Your directors wish to place on record their
sincere appreciation for the devoted services of all the employees and
workers of the Company.
FINANCE AND INSURANCE
The Company has been financed by State Bank of India for both working
capital and term loans.
The CARE has revised rating to the long term bank facility to "CARE A"
(Single A) from "CARE A-"(Single A -) in the previous year and
reaffirmed "PR1" (PR One) rating for the short term bank facilities as
per BASEL-II.
All the insurable interests of your Company including inventories,
plant and machinery, building, stocks, vehicles, stores and spares have
been adequately insured against various risks and perils.
ENVIRONMENT, HEALTH AND SAFETY
Your Company continues to exercise persistent and meticulous efforts
towards greener earth and environment conservation. The Company
preserves in its efforts to educate safe and environmentally
accountable behavior in every employee, as well as its vendors. The
company is committed towards safety, not only of its own men and plant,
but also of the society at large.
The solid waste generated at the Works, after treatment of its liquid
effluent is shifted to a Gujarat Pollution Control Board (GPCB)
approved site.
The Company continues to demonstrate its commitment to a clean and safe
environment. The state of the art effluent treatment plant continues to
run satisfactorily, so that the treated wastewater discharged is well
within the stipulated norms set by GPCB.
Your Company has ISO 14001:2004 certification of its both Units and ISO
9001-2008 for quality management system.
APPRECIATION AND ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the
assistance and cooperation received from the Government of India,
Government of Gujarat, Electricity supply companies and Bankers during
the year under review. The Company is thankful to the shareholders for
reposing trust in the Company and their unflinching enthusiasm and
patronage.
For and on behalf of the Board
Date : 06/07/2011 Mrs. Paru M. Jaykrishna
Place :Indrad, Mehsana Chairperson & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 20th Annual Report
together with the Audited Accounts of your Company for the financial
year ended 31st March, 2010.
FINANCIAL RESULTS (Rs. In Lacs)
Particulars 2009-2010 2008-2009
Sales & Income from Operations 12,667.03 11,339.39
Other Income 61.82 17.34
Increase/(Decrease) in Stock (37.05) 1,025.36
Total Income 12,691.80 12,382.09
Profit for the year before Interest & Depreciation 2,065.04 1,465.61
Less: Interest 387.81 437.41
Profit for the year before Depreciation 1,677.23 1,028.20
Less: Depreciation 430.02 382.38
Profit for the year before Taxation 1,247.21 645.82
Less: Current Tax 0.60 4.45
Less : Deferred Tax 199.61 296.70
Profit for the year after Tax 1,047.00 344.67
Less: Prior Period Adjustments à 6.06
Less: Miscellaneous Expense Written Off 92.95 92.94
Net Profit for the year 954.05 245.67
Add: Balance brought forward from last year 1,147.97 1,045.88
Surplus available for Appropriation 2,102.02 1,291.55
Appropriation:
Transfer to General Reserve 150.00 Ã
Proposed Dividend at Rs. 1.00 per Equity Shares 122.72 122.72
Interim Dividend at Rs. 0.70 per Equity Shares 85.90 Ã
Tax on Dividends 35.46 20.86
Balance Carried Forward 1,707.94 1,147.97
Total 2,102.02 1,291.55
Earning per share (EPS) in Rs. 7.77 2.00
(Basic & Dilute per share of face value of Rs. 10/-)
FINANCIAL PERFORMANCE
The Company has managed to turn in a satisfactory performance in a
fairly challenging environment and sustained
a steady momentum of profitability and growth.
Results of Operations
During the year under review, the Company has earned a total income of
Rs. 12,728.85 Lacs as compared to
Rs.11,356.73 Lacs of the previous year. Profit after Tax (PAT) zoomed
around four times from Rs. 245.67 Lacs to
Rs. 954.05 lacs.
Our net sales increased from Rs. 12,005.72 Lac to Rs. 12,602.44 Lacs
during the year, showing a growth of 5%
compared to the previous year.
Exports
The Export turnover of the Company was Rs. 10,174.30 Lacs against Rs.
11,445.87 Lacs during the previous year.
Your Directors are confident to explore better overseas market in the
year to come.
DIVIDEND
Your Directors are pleased to recommend final dividend of Rupee 1.00
per Equity Shares (@10% on face value of
Rs. 10/- each) subject to approval of the shareholders, which along
with the Interim Dividend of Rs. 0.70 per
Equity Shares (@7% on face value of Rs. 10/- each) adds up to a total
dividend of Rs. 1.70 per Equity Shares i.e.17%.
During the pervious financial year, the Company had paid a dividend of
Rupee 1.00 per Equity Shares (@10% on face value of Rs. 10/- each).
The Board of Directors had declared interim dividend of Rs. 0.70/- per
Equity Share (@7% on face value of Rs. 10/- each) for the financial
year 2009-2010 at its meeting held on 18th January, 2010 and the same
has been paid to the members/beneficial owners as on record date. The
members are requested to approve the interim dividend as final dividend
for the financial year 2009-2010.
The final dividend, if declared as above would involve an outflow of
Rs. 12,272,262/- towards dividend and Rs. 2,085,671/- towards dividend
tax. The requisite provision for dividend and corporate dividend tax
has been made in the accounts for the year ended 31st March, 2010.
EXPANSION PLANS
Looking into increased demand for Beta Blue, the company is in the
process to double the Beta Blue manufacturing capacity from the
existing 1200 TPA to 2040 TPA.
PUBLIC DEPOSITS
The Company has not accepted any deposit from the public during the
year under review, within the meaning of Section 58A of the Companies
Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars required under Section 217 (1) (e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are furnished in the Annexure
- I to this Report. STATEMENT OF EMPLOYEES PARTICULARS
The particulars of employees as required under Section 217(2A) of the
Companies Act, 1956 read with Companies (Particular of Employees)
Rules, 1975 is given as per Annexure II.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report as required under the
Clause 49 of the Listing Agreement is as per Annexure - III, forming
part of the Directors Report.
DIRECTORATE
Mr. Gaurang N. Shah and Mr. H. K. Khan retire by rotation as Directors
at the ensuing Annual General Meeting and offer themselves for
reappointment. A brief resume, expertise and details of other
directorships of these directors are attached along with the Notice of
the ensuing Annual General Meeting.
The Board of Directors, on recommendation of the Remuneration Committee
in their meeting held on 30th December, 2009 has revised the terms and
condition of remuneration of Mrs. Paru M. Jaykrishna, Chairperson and
Managing Director, Mr. Gokul M. Jaykrishna, Joint Managing Director and
Mr. Munjal M. Jaykrishna, Executive Director of the Company subject to
approval at the ensuing Annual General Meeting. The Company is seeking
your approval for revision in terms and conditions of remuneration.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect of Directors Responsibility Statement, the
Directors hereby confirm that:
(i) in the preparation of the annual accounts for the year ended 31st
March, 2010, the applicable accounting standards have been followed
along with proper explanations in case of material departures;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the directors have prepared the annual accounts for the year ended
31st March, 2010 on a going concern
basis. AUDITORS AND AUDITORS REPORT
M/s. Trushit Chokshi & Associates, Chartered Accountants, Ahmedabad
retires as the Statutory Auditors of the Company at the conclusion of
the ensuing Annual General Meeting and have indicated their willingness
to act as Auditors, if appointed. .The Company has received a
certificate from the statutory auditors to the effect that their
re-appointment if made, would be in accordance with the provisions of
Section 224(1) (B) of the Companies Act, 1956. You are requested to
consider their reappointment. The observations made in the Auditors
Report are self explanatory. CORPORATE GOVERNANCE
Your Company has been proactive in following the principles and
practices of good corporate governance. Your Directors adhere to the
stipulations set out in the Listing Agreement with the Stock Exchange.
A separate Corporate Governance Report as stipulated under Clause 49 of
the Listing Agreement with the Stock Exchange is furnished as a part of
Directors Report in Annexure - IV along with certificate from M/s.
Trushit Chokshi & Associates, Chartered Accountants, Ahmedabad,
statutory auditors of the Company confirming compliance with the
conditions of Corporate Governance Report. HUMAN RESOURCES AND
INDUSTRIAL RELATIONS
The industrial relations of the Company with all its employees and
workers remained cordial and harmonious through out the year. Your
directors wish to place on record their sincere appreciation for the
devoted services of all the employees and workers of the Company.
FINANCE AND INSURANCE
The Company has been financed by State Bank of India for both working
capital and term loans. During the year under review. State Bank of
India has sanctioned term loan of Rs. 800 Lacs.
The CARE has given A- (Single A minus) rating to the long-term bank
loans/ facilities and "PR 1" (PR One) rating to the short-term bank
loans/facilities as per Basel - II norms.
All the assets and insurable interests of the Company, including plant
and machinery, building, stocks, vehicles, stores and spares have been
adequately insured against various risks and perils. SAFETY, HEALTH
AND ENVIRONMENT
Your Company continues to exercise persistent and meticulous efforts
towards greener earth and environment conservation. The Company
preserves in its efforts to educate safe and environmentally
accountable behavior in every employee, as well as.its vendors. The
Company is committed towards safety, not only of its own men and plant,
but also of the society at large.
The solid waste generated at the Works, after treatment of its liquid
effluent is shifted to a Gujarat Pollution Control Board (GPCB)
approved site.
The Company continues to demonstrate its commitment to a clean and safe
environment. The state of the art effluent treatment plant continues to
run satisfactorily, so that the treated wastewater discharged is well
within the stipulated norms set by GPCB.
Your Company has EMS 14001:2004 certification of its both Units and ISO
9001-2008 for quality management system.
APPRECIATION AND ACKNOWLEDGEMENTS
Your Directors express their gratitude and place on record their thanks
to Government of India, Government of Gujarat, Electricity supply
companies, and Bankers for their excellent support, guidance and
continued cooperation. The Company is thankful to the shareholders for
reposing trust in the Company and their unflinching enthusiasm and
patronage.
For and on behalf of the Board
Mrs. Paru M. Jaykrishna
Chairperson & Managing Director
Date : 08/06/2010 Gokul M. Jaykrishna Munjal M. Jaykrishna
Place: Indrad, Mehsana Joint Managing Director Executive Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Asahi Songwon Colors Ltd.
-
Asahi Songwon Colors Ltd. Tools
- Bulk Deals
- Block Deals
-
Asahi Songwon Colors Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- BSE Price History
- NSE Price History
-
Asahi Songwon Colors Ltd. Key Financial Ratios
- Ratios
-
Asahi Songwon Colors Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Asahi Songwon Colors Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Asahi Songwon Colors Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Asahi Songwon Colors Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
