Mar 31, 2019
Duncan Engineering Limited
The Directors have pleasure in presenting the Fifty Eighth Annual Report of the Company on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2019.
Financial Results
The Company''s performance during the financial year ended March 31, 2019 as compared to the previous financial year is summarized below:
(Rs. in Lacs)
Particulars |
2018-19 |
2017-18 |
Total Revenue |
4512.24 |
4097.16 |
Total Expenses |
-4209.57 |
(4089.13) |
Profit/(Loss) before Tax |
302.67 |
8.03 |
Profit/(Loss) from continuing operations before Tax |
302.67 |
8.03 |
Tax Expenses (Current Tax) |
32.17 |
0 |
Profit/(Loss) from continuing operations after Tax |
270.50 |
8.03 |
Profit/(Loss) from discontinuing operations before Tax |
0 |
4.41 |
Tax Expenses (Current Tax) |
||
Profit/(Loss) from discontinuing operations after Tax |
0 |
4.41 |
Profit/(loss) for the year |
270.50 |
12.44 |
Dividend
The Board of Directors have not recommended to declare any dividend in order to conserve the fund for the growth of the Company.
Transfer to Reserves
Your Board of Directors propose to transfer Rs. 270.50 Lacs to General Reserve.
Performance
The overall performance of the Company is satisfactory in the year 2018-19. Major restructuring initiatives undertaken by the Board of Directors in last 2-3 years, yielded positive results improving overall performance of the Company. Your company has registered a total revenue of Rs. 4512.24 Lacs with a profit/ (loss)for the year Rs. 270.50 Lacs.The Company has registered a growth of 10% (Rs. 415 Lacs) in comparison to the total revenue of FY 2017-18.
The focus during the year was on streamlining the working capital of the Company which has yielded positive results.
The demand in the market continues to be stable and the Company is hopeful of encasing the growth opportunities available in the coming years.
Operations
Your Company has registered a growth of 10% (Rs. 415 Lacs) in comparison to the total revenue from 2017-18.This was achieved in spite of initiative to correct the working capital cycle and cost reduction initiatives.
Report on performance and financial position of subsidiaries, associates and joint venture companies
During the year under review, your Company did not have any subsidiary, associate and joint venture.
Internal Financial Controls
The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Scope and authority of the Internal Audit (IA) is as per the works assigned to them by the management. To maintain its objectivity and independence, Internal Audit function reports to the chairman of the Audit Committee of the Board. M/s Pipalia Singhal & Associates are the Internal Auditor of the Company.
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
Public Deposits
The Company has not accepted any fixed deposits from the public or shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
Particulars of loans/advances/investments outstanding during the financial year
The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the Investments made and loan taken by company is mentioned in the Notes to the financial statements.
AUDITORS ANDTHEIR REPORTS
The matters related auditors and their reports are as under:
Statutory Auditor''s appointment
At the Annual General Meeting held on August 3rd, 2017, the Members have approved the appointment of M/s Singhi & Co. Chartered Accountants, Mumbai as a Statutory Auditor of the Company for a period of three consecutive years i.e. for a term up to the conclusion of 59th Annual General Meeting to be held in the calendar year 2020.
The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.
Observations of Statutory Auditors on Financial Statements for the year ended March 31, 2019
The observation made in the Auditors Report, read together with the relevant notes thereon are self-explanatory and hence does not call for any comments.
Secretarial Audit
As required under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Shaswati Vaishnav & Associates, Company Secretary in Practice has undertaken the Secretarial Audit of the Company for the year ended 31st March 2019. The Secretarial Audit Report is annexed herewith in Form No. MR-3. There are no qualifications, reservation or adverse remarks or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge for their professional obligation.
MATTERS RELATEDTO DIRECTORS AND KEY MANAERGIAL PERSONNEL
Board of Directors and Key Managerial Personnel (KMP)
The following three persons were formally appointed as Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013.
a) Mr. Akshat Goenka, Managing Director
b) Mr. K Raghu Raman, Chief Financial Officer
c) Mr. Rajib Kumar Gope, Company Secretary
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr J P Goenka (holding DIN 00136782) is liable to retire by rotation and being eligible for re-appointment, offer himself for re-appointment. Your Directors have proposed his re-appointment as set out in the notice of AGM.
Based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Sections 149, 150, 152 , 178 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17(1A) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, your Directors Mr. Brij Behari Tandon,aged about 78 years, Mr. Om Prakash Dubey, aged about 78 years and Mr. Nitin Kaul, aged about 46 years, seeking reappointment as Independent Directors for a 2nd term of five consecutive years up to the conclusion of 63rdAnnual General Meeting of the Company to be held in the calendar year 2024.The details of their re-appointment is mentioned in Explanatory Statement annexed to the Notice of the Annual General Meeting.
Pursuant to Regulation 17 (1A) of the SEBI Listing Obligation & Disclosure Requirements) (Amendment) Regulations 2018, notified on 9th May 2018, 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 passed by the Members of the Company.
The information required pursuant to Section 134(3)(q) and 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Remuneration and other details of Key Managerial Personnel and other Employees for the year ended March 2019 are given in extract of the Annual Return.
Managing Director''s Remuneration:
Mr. Akshat Goenka is the Managing Director of the Company. The remuneration detail of Mr. Akshat Goenka is disclosed in Corporate Governance Report. Mr. Akshat Goenka is also Jt. Managing Director in Oriental Carbon Chemicals Limited, Holding Company. He received a Salary of Rs.12000 and Commission Rs.19.75 Lacs from Duncan Engineering Limited. In addition to the remuneration from Duncan Engineering Limited, he also received a remuneration of Rs. 2,46,41,974/- p.a. from Oriental Carbon & Chemicals Limited.
The details Remuneration drawn by Mr. Akshat Goenka from Oriental Carbon & Chemicals Limited as follows:
(Amt. in Rs.)
Name |
Salary |
Commision |
Contribution to PF & SAF |
Perq. And other allowances |
Total |
Mr. Akshat Goenka |
61,20,000 |
1,07,82,999 |
16,52,400 |
60,86,575 |
2,46,41,974 |
Commission to Non-Executive Directors
The Board of Directors of the Company have recommended (on the recommendation of the Nomination and Remuneration Committee) for the approval of the members of the Company to pay a sum not exceeding one percent per annum of the Net Profits of the Company as commission calculated in accordance with the provisions of Section 198 of the Companies Act, 2013, be paid to and distributed amongst the Directors other than the Managing Director of the Company in such amounts or proportions and in such manner and in all respects as may be decided and directed by the Board of Directors.
The details of the of the above is mentioned in AGM Notice and Explanatory Statement thereto.
Declaration by Independent Directors
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.
Annual Performance Evaluation
As per Section 134(3)(p) of the Companies Act, 2013 read with sub-rule (4) of Rule 8 of the Companies (Accounts) Rules 2014 and SEBI(LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the other Committees. The performance of the Board was evaluated by the Board of Directors after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members. The Board focused on criteria like strategy effectiveness, Board Structure and Committees, Board Meetings and Procedures while evaluating its own performance and that its committees. The Policy on Performance Evaluation is also available on the website of the Company i.e. www.duncanengg.com
For the purpose of evaluation, the Directors have been classified into three categories: Independent Directors, Non-Executive Directors and Executive Directors. Independent & Non- Executive Directors were evaluated on the basis of Engagement, Adherence to Code of Conduct, Strategic Planning, Team Spirit, Consensus Building, leadership and domain knowledge. Whereas Executive Director is evaluated on Management qualities, Team work abilities, Result/Achievements, Domain Knowledge, Understanding & Awareness etc.
DISCLOSURE RELATEDTO BOARD, COMMITTES AND POLICIES
Board and Committee Meetings
The Company holds Meetings as per Companies Act, 2013 and the Listing Agreement signed with the Stock Exchange. During the year four Board Meetings and four Audit Committee meetings were convened and 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 SEBI (Listing Obligations Disclosure Requirements) Amendment Regulations, 2018. Additionally, on January 24, 2019, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013.
There were four Board Meetings held in FY 2018-19 on May 25, 2018; August 2, 2018; October 25, 2018 and January 24, 2019.
Director''s Responsibility Statement
To the best of your Director''s knowledge and belief and according to the information and explanations obtained your Directors make the following statements in terms of section 134 (3) (c) of the Companies Act, 2013:
i) that in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable Accounting Standard (Ind AS) 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) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing the detecting fraud and other irregularities;
iv) that the annual financial statements have been prepared on a going concern basis;
v) that proper financial controls were in place and that the financial controls were adequate and were operating effectively.
vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Audit Committee
The Audit Committee comprises four Non-Executive and Independent Directors namely, Mr. O P Dubey (Chairman), Mr. B B. Tandon (Member), Mr. Nitin Kaul (Member) and Mrs. Arti Kant (Member). All the recommendations made by the Audit Committee during the year were accepted by the Board. 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 Corporate Governance Report.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee has Mr. O P Dubey as Chairman, Mr. B B Tandon, Mr. Arvind Goenka and Mr. Nitin Kaul as Members. The Company has a policy on Directors appointment & remuneration which is posted on the website of the Company. The details terms of reference of the committee has been given in the Corporate Governance Report.
The Stakeholder''s Relationship Committee:
The Company has a Stakeholder''s Relationship Committee for reviewing shareholder/investors complaints. The present members of this committee are Mr. J P Goenka (Chairman), Mr. O P Dubey (Member) and Mrs. Arti Kant (Member). The detail terms of reference of the committee has been given in the Corporate Governance Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy to ensure that Company''s Directors, Key Managerial Personnel and other senior management employees are sufficiently incentivised for enhanced performance. Remuneration should be reasonable and sufficient to attract and retain employees. Independent Directors receive remuneration by way of sitting fees for attending meetings of Board and Board Committees (where they are members). The Remuneration Policy of the Company is also available on the website of the Company which is www.duncanengg.com.
Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. A vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the Management, concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director / Chairman of the Audit Committee in exceptional cases. The details of the Whistle Blower Policy are explained in the Corporate Governance Report as well and also posted on the Company''s website i.e. www.duncanengg.com.
Risk Management Policy
The Board of Directors of the Company look into the element of risk associated with the Company. At present the company has not identified any element of risk which may threaten the existence of the Company.
Corporate Social Responsibility (CSR)
CSR provisions are not applicable to the Company as it falls outside the criteria recommended under Companies Act, 2013 and the Rules made there under.
Fraud Reporting
During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company.
Sexual Harassment at workplace
The Company has in place an Anti-Sexual Harassment Policy line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An internal committee has been set up to redress complaints received regarding sexual harassment. No complaint received during the year under review.
OTHER DISCLOSURES
Extract of the Annual Return
Pursuant to Section 134(3)(a)and Section 92(3) of the Companies Act, 2013 read with Companies( Amendment) Act, 2017, an extract of Annual Return (eForm MGT-9)is available on the website of the company www.duncanengg.com under investor dropdown.
Corporate Governance
As per Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.
A certificate from M/s Vaishnav Associates, Pune (ACS 8675, C.P. No. 11392) confirming compliance of Corporate Governance is also annexed.
Conservation of Energy,Technology Absorption, Exports and Foreign Exchange Earnings and Outgo
A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 134(3) (m) read with Companies (Accounts) Rules, 2014 is annexed to Board''s Report.
Particulars of Employees and Remuneration
The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure attached herewith and which forms part of this report.
Transfer of shares to Investor Education & Protection Fund
Pursuant to second proviso to Rule 6 of Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016 read with General Circular No. 12/ 2017 dated 11.06.2017- IEPF, wherein the seven years'' period provided in sub section (5) of Section 124 is completed for unpaid / unclaimed dividends during September16, 2016 to October 31, 2017, the due date of transfer of dividend is October 31, 2017. As per the provision unpaid/ unclaimed dividend for 2009-10 fall within above range of date, hence the shares were transferred to IEPF. Consequently, your Company has duly followed the procedure of transferring the shares pertaining to unclaimed dividend for the year 2009-2010 and transferred 13276 shares to IEPF through Corporate action.
Reorganisation of Distinctive Numbers
SEBI vide its circular mandated all listed companies to upload the distinctive number data of the listed shares in the depository systems along with the mode (physical/demat) of holding. Accordingly, the Board of Directors of the Company approved reorganisation of distinctive numbers and issue of new certificates along with rearranged distinctive number in place of the old certificates to the shareholders holding the shares in physical form.
Related Party Transactions
All related party transactions that were entered into during the financial year were on arms'' length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. All Related Party transactions form part to the Notes to the Balance Sheet. All Related Party transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. The approved Policy on Related Party transactions is also available on the website of the company www.duncanengg.com under investor dropdown.
Accounting Treatment
The Accounts for the year have been prepared as per Indian Accounting Standards (Ind AS) and all the current year and previous year figures have been re-stated accordingly. No treatment different from that prescribed in Accounting Standards (Ind AS) has been followed by the Company.
Research and Development
Research & Development is fundamental to the Company''s efforts to maintain the technical and quality edge. New products are continuously being developed to meet customers varied requirements. Research in the areas of reducing utilities cost and process parameters improvement is also being done.
Disclosures under Section 134(3)(l) of the Companies Act, 2013
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.
Disclosure of Orders passed by Regulators or Courts or Tribunal
No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.
Disclosure relating to equity shares with differential rights
The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Disclosure relating to sweat equity shares
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme
The Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme. Hence no information as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosures in respect of voting rights not directly exercised by employees
There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.
Pollution Control
Your Company''s Plant has the requisite consent to operate from Maharashtra Pollution Control Board and meets all the desired and statutory norms in this regard.
Statutory Compliance, Strictures and Penalties:
The Company has complied with rules and regulations prescribed by the Bombay Stock Exchange, Securities Exchange Board of India and any other statutory authority relating to capital market.
No penalties and/or strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority during the last three years.
Acknowledgments
Your Directors would like to thank to the employees, customers, suppliers, bankers, business partners, other regulatory agencies and wish to acknowledge and place on record their sincere appreciation for the excellent support given by them to the Company and their confidence in its Management. Your Directors would also like to thank the members of the Company for reposing their confidence and faith in the Company and its Management.
On behalf of the Board of Directors
Akshat Goenka Arvind Goenka
Place: Noida Managing Director Director
Date: May 6, 2019 DIN: 07131982 DIN: 00135653
Mar 31, 2018
1. The Directors presents the Fifty Seventh Annual Report to the shareholders together with the audited statement of accounts for the year ended March 31, 2018. The operating results as disclosed in the audited accounts are summarised below:
(Rs. in Lacs)
Particulars |
2017-18 |
2016-17 |
Total Revenue |
4097.16 |
3518.84 |
Total Expenses |
(4089.13) |
(3879.95) |
Profit/(Loss) before Tax |
8.03 |
(361.11) |
Profit/(Loss) from continuing operations before Tax |
8.03 |
(361.11) |
Tax Expenses (Current Tax) |
(0.18) |
|
Profit/(Loss) from continuing operations after Tax |
8.03 |
(360.93) |
Profit/(Loss) from discontinuing operations before Tax |
4.41 |
(227.87) |
Tax Expenses (Current Tax) |
0 |
|
Profit/(Loss) from discontinuing operations after Tax |
4.41 |
(227.87) |
Profit/(loss) for the year |
12.44 |
(588.80) |
2. Dividend
Your Directors do not consider it prudent to recommend any dividend this year due to insufficient profit.
3. Performance
Your company has registered a total revenue of f 4097.16 Lac with a profit/ (loss) for the year Rs.12.44 Lacs. The Company has registered a growth of 16% (Rs.579 Lacs) in comparison to the total revenue of FY 2016-17.
Your Directors undertook various restructuring and cost reduction initiatives. With majority of the restructuring initiatives completed, your company is now on a stronger platform to leverage market opportunities in engineering item for growth and performance in the coming years. This has resulted in the Company posting positive result during the year.
The focus during the year was on streamlining the working capital of the Company which has yielded positive results.
The demand in the market continues to be stable and the Company is hopeful of encasing the growth opportunities available in the coming years.
4. Operations
Your Company has registered a growth of 16% (Rs.579 Lacs) in comparison to the total revenue from 2016-17. This was achieved in spite of initiative to correct the working capital cycle and cost reduction initiatives.
Your Company''s Product basket has been expanded during the year the year under review. Rotary actuator product portfolio enables the Company to service about 70% of the industrial applications for pneumatic valve automation.
5. Research and Development
Research & Development is fundamental to the Company''s efforts to maintain the technical and quality edge. New products are continuously being developed to meet customers varied requirements. Research in the areas of reducing utilities cost and process parameters improvement is also being done.
6. Pollution Control
Your Company''s Plant has all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard.
7. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements:
The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Scope and authority of the Internal Audit (IA) is as per the works assigned to them by the management. To maintain its objectivity and independence, Internal Audit function reports to the chairman of the Audit Committee of the Board. M/s Pipalia Singhal & Associates are the Internal Auditor of the Company.
The Internal Audit monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures, procurement, sales, Stores and Statutory Compliances. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
8. Particulars of loans/advances/investments outstanding during the financial year.
The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.
The details of the investments made and loan taken by company is given in the notes to the financial statements.
9. Public Deposits
The Company has not accepted any fixed deposits from the public or shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
10. Statutory Auditors
At the AGM held on August 3rd, 2017, the Members approved the appointment of M/s Singhi & Co. Chartered Accountants, Mumbai as a Statutory Auditor for a period of three consecutive years for a term up to the conclusion of 59th Annual General Meeting in the calendar year 2020.
11. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shaswati Vaishnav & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Form No. MR-3. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge for their professional obligation.
12. Auditor''s Report
The Observation made in the Auditors Report, read together with the relevant notes thereon, are self explanatory and hence does not call for any comments under.
13. Extract of the Annual Return
The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as âAnnexure to Board''s Reportâ.
14. No. of Meetings of the Board
There were four Board Meetings held in FY 2017-18 on May 17, 2017; August 4, 2017; November 9, 2017 and January 31, 2018.
15. Particular of Employees and Key Managerial Personnel (KMP)
The following three persons were formally appointed as Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013.
a) Mr. Akshat Goenka, Managing Director
b) Mr. K Raghuraman, Chief Financial Officer (w.e.f 31.01.2018)
c) Mr. Rajib Kumar Gope, Company Secretary
The information required pursuant to Section 134(3)(q) and 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Remuneration and other details of Key Managerial Personnel and other Employees for the year ended March 2018 are given in extract of the Annual Return.
Mr. K Raghuraman was appointed as Chief Financial Officer (CFO) on 31.01.2018 in place of Mr. Chandesh Taunk, who resigned on 10th January 2018.
16. Directors
Mr. Akshat Goenka is the Managing Director of the Company. The remuneration detail of Mr. Akshat Goenka is disclosed in Corporate Governance Report. Mr. Akshat Goenka is also Jt. Managing Director in Oriental Carbon Chemicals Limited, Holding Company. In addition to the Rs.12,000 p.a. remuneration received by him from the Company, he received a remuneration of Rs.17,214,238/- p.a. from Oriental Carbon & Chemicals Limited.
The details Remuneration drawn by Mr. Akshat Goenka from Orental Carbon & Chemicals Limited:
(Amt. in Rs.)
Name |
Salary |
Performance Bonus |
Contribution to PF & SAF |
Perq. and other allowances |
Total |
Mr. Akshat Goenka |
5,700,000/- |
4,275,000/- |
1,539,000/- |
5,700,238/- |
17,214,238/- |
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr Arvind Goenka (holding DIN 00135653) is liable to retire by rotation and being eligible for re-appointment, offer himself for re-appointment. Your Directors propose his re-appointment as set out in the notice.
Pursuant to Regulation 17 (1A) of the SEBI Listing Obligation & Disclosure Requirements) (Amendment) Regulations 2018, notified on 9th May 2018 (to be effective from 01.04.2019), 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 passed by the Members of the Company. Your Directors propose re-appointment of Mr. J P Goenka (DIN 00136782) as set out in the notice.
17. Statement on Declaration given by Independent Directors
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
18. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on January 31, 2018 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 and 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. 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 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.
19. Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy to ensure that Company''s Directors, Key Managerial Personnel and other senior management employees are sufficiently incentivised for enhanced performance. Remuneration should be reasonable and sufficient to attract and retain employees. The Remuneration Policy of the Company is also available on the website of the Company which is www.duncanengg.com.
20. Meetings
The Company holds Meetings as per the Listing Agreement signed with the Stock Exchange and as per the Companies Act, 2013. During the year four Board Meetings and four Audit Committee meetings were convened and 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 SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015.
21. Corporate Governance
As per Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (clause 49 of the erstwhile Listing Agreement), a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.
A certificate from M/s Vaishnav Associates, Pune confirming compliance of Corporate Governance is also annexed.
22. Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo.
A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 134(3) (m) read with Companies (Accounts) Rules, 2014 is annexed to this Report.
23. Risk Management Policy
The Board of Directors of the Company look into the element of risk associated with the Company. At present the company has not identified any element of risk which may threaten the existence of the Company.
24. Related Party Transactions
All related party transactions that were entered into during the financial year were on arms'' length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. All related party transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. The approved Policy on Related Party transactions is also available on the website of the company www.duncanengg.com under investor dropdown.
25. Subsidiaries
Your Company does not have any subsidiary / subsidiaries within the meaning of the Companies Act, 2013.
26. Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. A vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the Management, concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director / Chairman of the Audit Committee in exceptional cases. The details of the Whistle Blower Policy is explained in the Corporate Governance Report as well and also posted on the Company''s website i.e. www.duncanengg.com.
27. Director''s Responsibility Statement
To the best of your Director''s knowledge and belief and according to the information and explanations obtained your Directors make the following statements in terms of section 134 (3) (c) of the Companies Act, 2013:
i) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable Accounting Standards( Ind AS) 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) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing the detecting fraud and other irregularities;
iv) that the annual financial statements have been prepared on a going concern basis;
v) that proper financial controls were in place and that the financial controls were adequate and were operating effectively.
vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
28. Disclosures:
a) Materially Significant Related Party Transactions:
All related party transactions form part to the notes to the Balance Sheet. Saving those, there were no materially significant related party transactions with Company''s promoters, directors or its management, their relatives, etc. that had a potential conflict with the interest of the Company.
b) Accounting Treatment:
The Accounts for the year have been prepared as per Indian Accounting Standards (Ind AS) and all the current year and previous year figures have been re stated accordingly. No treatment different from that prescribed in Accounting Standards (Ind AS) has been followed by the Company.
c) Statutory Compliance, Strictures and Penalties:
The Company has complied with rules and regulations prescribed by the Stock Exchange, Securities Exchange Board of India and any other statutory authority relating to capital market.
No penalties and/or strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority during the last three years.
d) Disclosure with respect to Demat/Unclaimed Suspense Account:
There were no shares lying in the Demat Suspence account.
e) Sexual Harassment at workplace
The Company has in place an Anti Sexual Harassment Policy line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An internal Committee has been set up to redress complaints received regarding sexual harassment. No complaint received during the year under review.
29. Audit Committee:
The Audit Committee comprises Non-executive Director and Independent Directors namely, Mr. O P Dubey (Chairman), Mr. B B Tandon (Member), Mr. Nitin Kaul (Member) and Mrs. Arti Kant (Member). All the recommendations made by the Audit Committee accepted by the Board. 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.
30. The Stakeholder''s Relationship Committee:
The Company has a Stakeholder''s Relationship Committee for reviewing shareholder/investors complaints. The present members of this committee are Mr. J P Goenka (Chairman), Mr. O P Dubey (Member) and Mrs. Arti Kant (Member). The details reference of the committee has been given in the Corporate Governance Report.
31. Nomination and Remuneration Committee
The Nomination and Remuneration Committee has Mr. O P Dubey as Chairman, Mr. B B Tandon, Mr. Arvind Goenka and Mr. Nitin Kaul as Members. The Company has a policy on Directors appointment & remuneration which is posted on the website of the Company. The details terms of reference of this committee has been given in the Corporate Governance Report.
32. Acknowledgements
Your Directors would like to thank to the Bankers, Central and State Government, Stock Exchange, other Regulatory Agencies, Investors, Shareholder and Employees of the Company and wish to acknowledge and place on record their sincere appreciation for the continuous excellent support given by them to the Company and their confidence in its management.
On behalf of the Board of Directors
Akshat Goenka Arvind Goenka
Place: Pune Managing Director Director
Date: May 25, 2018 DIN : 07131982 DIN : 00135653
Mar 31, 2017
1. Your Directors presents the Fifty Sixth Annual Report to the shareholders together with the audited statement of accounts for the year ended March 31, 2017. The operating results as disclosed in the audited accounts are summarized below:
(Rs. in Lacs)
Particulars |
2016-17 |
2015-16 |
Total Revenue Total Expenses Profit/(Loss) before Tax Profit/(Loss) from continuing operations before Tax Tax Expenses (Current Tax) Profit/(Loss) from continuing operations after Tax Profit/(Loss) from discontinuing operations before Tax Tax Expenses (Current Tax) Profit/(Loss) from discontinuing operations after Tax Profit/(loss) for the year |
3518.84 (3879.95) (361.11) (361.11) (0.18) (360.93) (227.87) 0 (227.87) (588.80) |
3696.36 (4211.83) (515.46) (515.46) 85.51 (600.97) (91.95) 0 (91.95) (692.92) |
2. Dividend
Your Directors do not consider it prudent to recommend a dividend this year owing to the absence of profit.
3. Performance
Your company has registered a total revenue of Rs. 3518.84 Lac with a loss for the year Rs. 588.80 Lacs. The total turnover of the Company for the year under review has come down significantly because Company has discontinued its tube valve product line during the year which contributed almost 50% to the total turnover of 2015-16.
The overall market continued to be subdued, and various restructuring and cost reduction initiatives have been undertaken by your Board of Directors. With majority of the restructuring initiatives completed, your company is now on a stronger platform to leverage market opportunities in engineering item for growth and performance in the coming years.
4. Operations
The turnover of Fluid Power Automation business for the current year is Rs. 3063.38 Lacs. This was achieved in a very difficult market and slowing demand in the industrial and capital goods sector.
5. Change in the Nature of Business
The tube valve business was discontinued during the year. Other than that there was no change in the nature of business of the Company during the year.
There is impairment of assets with the closure of the tube valve product line. The estimated loss in the books on written down the value of asset in books.
The Company had made application on 30.6.2016 seeking permission of the Labour Ministry to permanently and irrevocably close down manufacturing activities of the Tube Valve Product line in the ABU division in its factory situated at F-33 Ranjangaon MIDC, Pune 412 209.
The Labour Ministry after hearing the Management & the Recognised Union passed an Order dated 26-08-2016 passed under Section 25-O (2) of the Industrial Dispute Act, 1947 granting permission sought for by the Company to close down its manufacturing activities of the tube valves product line in ABU division in its factory situated at F-33 Ranjangaon MIDC, Pune 412 209. The said Order has become operative w.e.f. 28.09.2016. Accordingly, Tyre Tube Valves (ABU) manufacturing activities of the Company stand closed permanently & irrevocably w.e.f. 28.09.2016.
The name of the Company was changed from Schrader Duncan Limited to Duncan Engineering Limited w.e.f 1st December 2016 with due approval from Registrar of Companies, Pune and Bombay Stock Exchange.
6. Research and Development
Research & Development is fundamental to the Company''s efforts to maintain the technical and quality edge. New products are also being developed to meet customers varied requirements. Research in the areas of reducing utilities cost and process parameters improvement is also being done.
7. Pollution Control
Your Company''s Plant has all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard.
8. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements:
The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Scope and authority of the Internal Audit (IA) is as per the works assigned to them by the management. To maintain its objectivity and independence, Internal Audit function reports to the chairman of the Audit Committee of the Board. M/s Pipalia Singhal & Associates are the Internal Auditor of the Company.
The Internal Audit monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures, procurement, sales, Stores and Statutory Compliances. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
9. Particulars of loans/advances/investments outstanding during the financial year.
The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.
The details of the investments made and loan taken by company is given in the notes to the financial statements.
10. Public Deposits
The Company has not accepted any fixed deposits from the public or shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
11. Statutory Auditors
As recommended by Audit Committee, your Directors propose appointment of M/s.Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E) as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of 59th Annual General Meeting of the Company to be held in the year 2020 (subject to ratification of their appointment at every Annual General Meeting) at such remuneration as may be fixed by the Board of Directors of the Company. The appointment is accordingly proposed in the Notice of the Current AGM vide item No. 3 for approval of Members.
12. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shaswati Vaishnav & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure Aâ. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge for their professional obligation.
13. Auditor''s Report
The Observation made in the Auditors Report, read together with the relevant notes thereon, are self explanatory and hence does not call for any comments under.
14. Extract of the Annual Return
The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as âAnnexure Bâ
15. No. of Meetings of the Board
There were five Board Meetings held in FY 2016-17 on 16th April 2016, 25th May, 2016, 29th July 2016, 10th November, 2016 and 9th February, 2017.
16. Particular of Employees and Key Managerial Personnel (KMP)
The following three persons were formally appointed as Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013.
a) Mr. Akshat Goenka, Managing Director (w.e.f 9th February, 2017)
b) Mr. Chandresh Taunk, Chief Financial Officer (w.e.f 17th May, 2017)
c) Mr. Rajib Kumar Gope, Company Secretary
The information required pursuant to Section 134(3)(q) and 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Remuneration and other details of Key Managerial Personnel and other Employees for the year ended 31st March, 2017 are given in extract of the Annual Return. Mr. Shantanu Parvati resigned as Whole-time Director w.e.f 31st January, 2017. Mr. Vinayak Patil retired from the post of Chief Financial Officer on 30th September, 2016.
Mr. Anurag Jain was appointed as Chief Financial Officer (CFO) on 9th February, 2017 and resigned as CFO w.e.f. 17th May, 2017.
17. Directors
Mr. Akshat Goenka was appointed as Managing Director of the Company on 9th February 2017 by the Board of Directors on the recommendation of the Nomination & Remuneration Committee. The remuneration detail of Mr. Goenka is disclosed in Corporate Governance Report. Mr. Akshat Goenka is also Managing Director in Oriental Carbon Chemicals Limited, Holding Company. He receives a remuneration of Rs.1,55,81,833/- p.a. from Oriental Carbon & Chemicals Limited.
The details Salary of Mr. Akshat Goenka as follows:
Name |
Salary |
Performance Bonus |
Contribution to PF & SAF |
Perq. and other allowances |
Total |
Mr. Akshat Goenka |
51,00,000/- |
40,80,000/- |
13,77,000/- |
50,24,833/- |
1,55,81,833/- |
Mr. Shantanu Parvati has resigned as the Whole-time Director of the Company w.e.f.31st January 2017.
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr J P Goenka (holding DIN 0136782) is liable to retire by rotation and being eligible for re-appointment, offer himself for re-appointment. Your Directors propose his re-appointment as set out in the notice.
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
18. Annual Performance Evaluation
As per Section 134(3)(p) of the Companies Act, 2013 read with sub-rule (4) of Rule 8 of the Companies (Accounts) Rules 2014 and SEBI(LODR) Regulation 2015 (w.e.f.1st December 2015) the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the other Committees. The performance of the Board was evaluated by the Board of Directors after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members. The Board focused on criteria like strategy effectiveness, Board Structure and Committees, Board Meetings and Procedures while evaluating its own performance and that its committees. For the purpose of evaluation the Directors have been classified into three categories: Independent Directors, Non-Executive Directors and Executive Directors. Independent & Non- Executive Directors were evaluated on the basis of Engagement, Adherence to Code of Conduct, Strategic Planning, Team Spirit, Consensus Building, leadership and domain knowledge. Whereas, Executive Director is evaluated on Management qualities, Team work abilities, Result/Achievements, Domain Knowledge, Understanding & Awareness etc.
19. Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The approved remuneration policy of the Company is also available on the website of the Company which is www.duncanengg.com.
20. Meetings
The Company holds Meetings as per the Listing Agreement signed with the Stock Exchange and as per the Companies Act, 2013. During the year five Board Meetings and four Audit Committee meetings were convened and 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 SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015.
21. Corporate Governance
As per Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (clause 49 of the erstwhile Listing Agreement), a section on Corporate Governance and Management Discussion and Analysis is annexed to this report.
A certificate from M/s Vaishnav Associates, Pune confirming compliance of Corporate Governance is also annexed.
22. Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo.
A statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo pursuant to Section 134(3) (m) read with Companies (Accounts) Rules, 2014.
23. Risk Management Policy
The Board of Directors of the Company look into the element of risk associated with the Company. At present the company has not identified any element of risk which may threaten the existence of the Company.
24. Related Party Transactions
All related party transactions that were entered into during the financial year were on arms'' length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the
Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. All related party transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. The approved policy on related party transactions is also available on the website of the company www.duncanengg.com under investor dropdown.
25. Subsidiaries
Your Company does not have any subsidiary / subsidiaries within the meaning of the Companies Act, 2013.
26. Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the Company''s website.
27. Director''s Responsibility Statement
To the best of your Director''s knowledge and belief and according to the information and explanations obtained your Directors make the following statements in terms of Section 134 (3) (c) of the Companies act, 2013:
i) that in the preparation of the annual Financial Statements for the year ended March 31, 2017, 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 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 the profit and loss of the Company for that period.
iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing the detecting fraud and other irregularities;
iv) that the annual Financial Statements have been prepared on a going concern basis;
v) that proper financial controls were in place and that the financial controls were adequate and were operating effectively.
vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
28. Disclosures
a) Materially Significant Related Party Transactions
All related party transactions form part to the notes to the Balance Sheet. Saving those, there were no materially significant related party transactions with Company''s promoters, directors or its management, their relatives, etc. that had a potential conflict with the interest of the Company.
b) Accounting Treatment
No treatment different from that prescribed in an Accounting Standards has been followed by the Company.
c) Statutory Compliance, Strictures and Penalties
The Company has complied with rules and regulations prescribed by the Stock Exchange, Securities Exchange Board of India and any other statutory authority relating to capital market.
No penalties and/or strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority during the last three years.
d) Disclosure with respect to Demat/Unclaimed Suspense Account There were no shares lying in the Demat Suspense account.
e) Sexual Harassment at workplace
The Company has in place an Anti Sexual Harassment Policy line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An internal Committee has been set up to redress complaints received regarding sexual harassment. No complaint received during the year under review.
29. Audit Committee
The Audit Committee comprises Non-executive Director and Independent Directors namely, Mr. O P Dubey (Chairman), Mr. B B Tandon (Member), Mr. Nitin Kaul (Member) and Mrs. Arti Kant (Member). All the recommendations made by the Audit Committee accepted by the Board. 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.
30. The Stakeholderâs Relationship Committee:
The Company has a Stakeholder''s Relationship Committee for reviewing shareholder/investors complaints. The present members of the committee are Mr. J P Goenka (Chairman), Mr. O P Dubey (Member) and Mrs. Arti Kant (Member). The detail terms of reference of the committee has been given in the Corporate Governance Report.
31. Nomination and Remuneration Committee
The Nomination and Remuneration Committee has Mr. O P Dubey as Chairman, Mr. B B Tandon, Mr. Arvind Goenka and Mr. Nitin Kaul as Members. The Company has a policy on Directors appointment & remuneration which is posted on the website of the Company. The detail terms of reference of the committee has been given in the Corporate Governance Report.
32. Acknowledgements
Your Directors would like to thank to the Bankers, Central and State Government, Stock Exchange, other Regulatory Agencies, Investors, Shareholders and Employees of the Company and wish to acknowledge and place on record their sincere appreciation for the continuous excellent support given by them to the Company and their confidence in its management.
On behalf of the Board of Directors
Place: Pune Akshat Goenka Arvind Goenka
Date: May 17, 2017 Managing Director Director
Mar 31, 2015
Dear Members,
1. The Directors have the pleasure of presenting the Fifty Fourth
Annual Report to the shareholders together with the audited statement
accounts for the year ended March 31, 2015. The operating results as
disclosed in the audited accounts are summarised below:
(Rs. in Lacs)
2014-15 2013-14
Total Revenue 6508.82 7079.99
Total Expenses (7296.77) (7348.94)
Profit/(loss) before exceptional (787.95) (268.95)
items and Tax
Exceptional Items (269.91)
Profit/(Loss) before Taxation (PBT) (787.95) 0.96
Tax Expenses (Current Tax) (183.10) (8.78)
Profit/(loss) for the year (604.85) 9.74
2. Dividend
Your Directors do not consider it prudent to recommend a dividend this
year owing to the absence of profit.
3. Performance
Your company has registered total revenue of 650.88 million with a loss
for the year 60.48 million.
The overall market continued to be subdued, and various restructuring
and cost reduction initiatives have been undertaken at both business
units. With majority of the restructuring initiatives completed, your
company is now on a stronger platform to leverage market opportunities
for stable growth and performance in the coming years.
4. Operations
The turnover of Automotive Business Unit in the current years is 351.48
million.
The turnover of Fluid Power and Automation Business unit in the current
year saw a minor increase to 291.32 million compared to previous year.
This was achieved in a very difficult market and slowing demand in the
industrial and capital goods sector.
5. Change in the Nature of Business
There was no change in the nature of the Business of the Company during
the year. There were no significant and material orders passed by
regulators or courts or tribunals impacting the going concern status
and Company's operations in future. There were no material changes and
commitments affecting the financial position of the company occurring
between March 31, 2015 and the date of this report.
6. Research & Development
Research & Development is fundamental to the Company's efforts to
maintain the technical and quality edge for the product New Grades are
also being developed to meet customers varied requirements. Research in
the areas of reducing utilities cost and process parameters improvement
is also being done.
7. Pollution Control
Your Company's Plant has all the requisite Pollution Control Equipments
and meets all the desired and statutory norms in this regard.
8. Statement in respect of adequacy of internal financial controls
with reference to the Financial Statements:
The Company has an internal control system, commensurate with the size,
scale and complexity of its operations. The Scope and authority of the
Internal Audit (IA) is as per the works assigned to them by the
management. To maintain its objectivity and independence, Internal
Audit function reports to the chairman of the Audit Committee of the
Board. M/s Pipalia Singhal & Associates is the Internal Auditor of the
Company.
The Internal Audit monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating
systems, accounting procedures, procurement, sales, Stores and Statutory
Compliances. Based on the report of Internal audit function, process
owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of the Board.
9. Particulars of loans/advances/investments outstanding during the
financial year.
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
The details of the investments made and loan taken by company is given
in the notes to the financial statements.
10. Public Deposits: The company has not accepted any fixed deposits
from the public or shareholders falling within the ambit of Section 73
of the Companies Act, 2013 and The Companies (Acceptance of Deposits)
Rules, 2014
11. Statutory Auditors
At the AGM held on August 04, 2014 the Members approved the appointment
of M/s Singhi & Co. Chartered Accountants as a statutory auditor for a
period of three consecutive years for a term upto the conclusion of
Annual General Meeting in the calendar year 2017 subject to the
ratification by the members every year. As recommended by the audit
committee, your Directors propose to ratify the appointment of M/s
Singhi & Co, Chartered Accountants, Mumbai as Statutory Auditors of the
Company as per the terms and conditions of the Companies Act, 2013. The
appointment is accordingly proposed in the Notice of the Current AGM
vide item No. 3 for ratification by Members.
12. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Messers Shaswati
Vaishnav & Associates, Company Secretary in practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
Report is annexed herewith as "Annexure A". There are no
qualifications, reservation or adverse remark or disclaimer made by the
auditor in the report save and except disclaimer made by them in
discharge for their professional obligation.
13. Auditor's Report
The Observation made in the Auditors Report, read together with the
relevant notes thereon, are self explanatory and hence does not call
for any comments under.
14. Extract of the annual Return:
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure B"
15. Particular of Employees and Key Managerial Personnel (KMP)
The following three persons were formally appointed as Key Managerial
Personnel of the Company as per the provisions of Sec 203 of the
Companies Act, 2013.
a) Mr. Shantanu Parvati, Managing Director
b) Mr. V S Patil, Chief Financial Officer
c) Mr. Nirnoy Sur, Company Secretary
The information required pursuant to Section 134(3)(q) and 197 read
with rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the Remuneration and other details of
Key Managerial Personnel and other Employees for the year ended March
2015 are annexed to this report.
16. Directors
The Board of Director has on the recommendation of the Nomination &
Remuneration Committee appointed Mrs. Arti Kant, as an Additional
Director of the Company with effect from 2nd February, 2015 till the
conclusion of ensuing Annual General Meeting.
The Board of Director of the Company at their meeting held on 5th
August, 2014 has appointed Mr. V S Patil as Chief Financial Officer of
the Company.
All Independent Directors have given declarations that they meet the
criteria of Independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
Mr. R A Shah, Alternate Director of the Company had resigned from the
Board on 30th September, 2014. The Board has placed on record its
appreciation for the outstanding contributions made by Mr. R A Shah
during their respective tenure of office.
In accordance with the provisions of the Companies Act, 2013 and in
terms of the Memorandum and Articles of Association of the Company, Mr
J P Goenka is liable to retire by rotation and are being eligible for
re-appointment. Your Directors propose his re-appointment as set out
in the notice.
i) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of the other Committees. The manner in
which the evaluation has been carried out is explained in the Corporate
Governance Report.
ii) Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The approved remuneration
policy of the Company is also available on the website of the Company
which is www.schraderduncan.com.
iii) Meetings
The Company has hold Meeting as per the listing Agreement signed with
the Stock Exchange and as per the Companies Act. During the year four
Board meetings and four Audit Committee meetings were convened and
held. The details of which are given in the Corporate Governance
Report, the intervention gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
17. Corporate Governance:
As per clause 49 of the Listing Agreement with the Bombay Stock
Exchange, a section on Corporate Governance and Management Discussion
and Analysis is annexed to this report.
A certificate from M/s Vaishnav Associates, Pune confirming compliance
of Corporate Governance is also annexed.
18. Conservation of Energy, Technology Absorption, Exports and Foreign
Exchange Earnings and Outgo.
A statement giving details of conservation of energy, technology
absorption, exports and foreign exchange earnings and outgo pursuant to
Section 134(3) (m) read with Companies Companies (Accounts) Rules,
2014.
19. Risk Management Policy:
The Board of the Company look into the element of risk associated with
the Company. At present the company has not identified any element of
risk which may threaten the existence of the company.
20. Related Party Transactions
All related party transactions that were entered into during the
financial year were on arms' length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of Company at large. All related
party transactions are placed before the Audit Committee. Prior omnibus
approval of the Audit Committee is obtained for the transactions which
are of foreseen and repetitive nature. None of the Directors has any
pecuniary relationship or transactions vis-a-vis the Company. The
approved policy on related party transactions is also available on the
website of the company www.schraderduncan.com under investors dropdown.
21. Subsidiaries
Your Company does not have any subsidiary / subsidiaries within the
meaning of the Companies Act, 2013.
22. Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy to deal
with instance of fraud and mismanagement, if any. The details of the
Whistle Blower Policy is explained in the Corporate Governance Report
and also posted on the website of the Company.
23. Directors Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of section 134 (3)(c) of the Companies
act, 2013:
i) that in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
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) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing the detecting fraud and other irregularities;
iv) that the annual financial statements have been prepared on a going
concern basis;
v) that proper financial controls were in place and that the financial
controls were adequate and were operating effectively.
vi) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
24. Disclosures:
a) Materially Significant Related Party Transactions : All related
party transactions form part to the notes to the Balance Sheet. Saving
those, there were no materially significant related party transactions
with Company's promoters, directors or its management their relatives,
etc. that had a potential conflict with the interest of the Company.
b) Accounting Treatment
No treatment different from that prescribed in an Accounting Standards
has been followed by the Company.
c) Statutory Compliance, Strictures and Penalties:
The Company has complied with rules and regulations prescribed by the
Stock Exchange, Securities Exchange Board of India and any other
statutory authority relating to capital market.
No penalties and/or strictures have been imposed on the Company by any
Stock Exchange or SEBI or any Statutory authority during the last three
years.
25. Audit Committee: The Audit Committee comprises Non-executive
Director and Independent Directors namely, Mr. Arvind Goenka, Mr. B B
Tandon, Mr. O P Dubey. All the recommendation made by the Audit
Committee accepted by the Board. 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.
26. The Stake Holder's Relationship Committee:
The Company has a stake Holder's Relationship Committee for reviewing
shareholder/investors complaints. The present members of this
committee are Mr. J P Goenka (Chairman), Mr. O O Dubey (Member), Mr.
Shantanu Parvati (Member). The details reference of the committee has
been given in the corporate governance report.
27. Nomination And Remuneration Committee
The Nomination and Remuneration committee has Mr. Arvind Goenka as
Chairman, Mr. B B Tandon, Mr. O P Dubey and Mr. Nitin Kaul as Members.
The details terms of reference of this committee has been given in the
Corporate Governance Report.
28. Acknowledgements
Your Directors would like to thank to the Bankers, Central and State
Government, Stock Exchanges, other Regulatory Agencies, Investors,
Shareholder and Employees of the Company and wish to acknowledge and
place on record their sincere appreciation for the continuous excellent
support given by them to the Company and their confidence in its
management. Industrial relations continued to be cordial and peaceful.
On behalf of the Board of Directors
Shantanu Parvati O P Dubey
Mumbai, May 11, 2015 Whole Time Director Director
Mar 31, 2014
Dear Members,
1. The Directors have the pleasure of presenting the Fifty Three
Annual Report to the shareholders together with the audited statement
accounts for the year ended March 31,2014. The operating results as
disclosed in the audited accounts are summarised below:
(Rs. in Lacs)
2013-2014 2012-2013
(Loss) / Profit before tax 0.96 (220.63)
(Reversal of Provision) / Provision for Tax (8.78) (271.50)
(Loss) / Profit after tax 9.74 50.86
Transferred to General Reserve 50.86 2046.25
Balance carried to Balace Sheet 60.60 2097.11
2. Dividend
Your Directors do not consider it prudent to recommend a dividend this
year owing to inadequate profit.
3. Performance
Your company has shown 12.35% increase in sales revenue, while PBT
(before exceptional item) has reduced by INR 25.89 Million, from INR
52.64 Million in FY 2012-13 to INR 26.75 Million in FY 2013-14.
While the overall market continued to be subdued, the growth is
primarily due to increase in capacity utilization and volume in the
Automotive Business and various restructuring and cost reduction
initiatives undertaken. With majority of the restructuring initiatives
completed, your company is now on a stronger platform to leverage
market opportunities for stable growth and performance in the coming
years.
4. Operations
The turnover of Automotive Business Unit has increased by 21.60% from
Rs. 329.27 million in the previous year to 400.36 million in the
current year.
This growth has been driven by volume ramp-up of the plant and
consistency in quality and delivery of products, thereby resulting into
increase in orders from major OEMs.
The turnover of Fluid Power & Automation Buseness Unit in the current
year saw a minor decrease compared to previous year. This was achieved
in a very difficult market and slowing demand in the industrial and
capital goods sector The Fluid Power & Automation Business Unit
sustained competitive pressure in core sectors to improve its
profitability. This was achieved through improved delivery of standard
and customized products, increase in productivity and value engineering
initiatives.
5. Public Deposits
The company has not accepted any fixed deposits from the public or
shareholders.
6. Particular of Employees :
There is no employee whose particulars are required to be given under
section 217(2A) (a) of the Companies Act 1956 read with Notification
dated 31st March, 2011 by Ministry of Corporate Affairs.
7. Directors
Mr. Arvind Goenka retire by rotation and are eligible for
re-appointment. Your Directors propose his re-appointment as set out in
the notice.
8. Auditors Report (2014)
The Observation made in the Auditors Report, read together with the
relevant notes thereon, are self explanatory and hence does not call
for any comments under section 217(3) of the Companies Act.
9. Corporate Governance
As per clause 49 of the Listing Agreement with the Bombay Stock
Exchange, a section on Corporate Governance and Management Discussion
and Analysis is annexed to this report.
A certificate from M/s Vaishnav Associates, Pune confirming compliance
of Corporate Governance is also annexed.
10. Conservation of Energy, Technology Absorption, Exports and Foreign
Exchange Earnings and Outgo.
A statement giving details of conservation of energy, technology
absorption, exports and foreign exchange earnings and outgo pursuant to
Section 217(1) (e) read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 is set out in Annexure I
to this Report.
11. Directors Responsibility Statement
In Compliance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors wish to place on record based on the
information made available to them
i) in the preparation of the annual accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departure;
ii) they have 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 of the profit or loss
of the Company for that period;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
iv) they have prepared the annual accounts on a going concern basis.
12. Cost Auditors
In Compliance with the Central Government''s order, Your Board has
appointed Mr. Laxman Pawar, Cost Accountants, Pune, to carry out the
Cost Audit of the Company. This appointment has to be made in each
financial year and based on the application of your Company the Central
Government has approved the re-appointment of Cost Auditor for the year
under review. The Cost Audit Report for the year ended 31st March, 2013
has been submitted to Ministry of Corporate Affairs.
13. Statutory Auditors
Your Directors propose to re- appoint M/s Singhi & Co, Chartered
Accountants, Mumbai as Statutory Auditors of the Company as per the
terms and conditions of the Companies Act, 2013.
14. Disclosures:
a) Materially Significant Related Party Transactions
All related party transactions form part of the notes to the Balance
Sheet. Save those, there were no materially significant related party
transactions with Company''s promoters, directors or its management
their relatives, etc. that had a potential conflict with the interest
of the Company.
b) Accounting Treatment
No treatment different from that prescribed in an Accounting Standards
has been followed by the Company.
c) Statutory Compliance, Strictures and Penalties
The Company has complied with rules and regulations prescribed by the
Stock Exchange, Securities Exchange Board of India and any other
statutory authority relating to capital market.
No penalties and/or strictures have been imposed on the Company by any
Stock Exchange or SEBI or any Statutory authority during the last three
years.
15. Repositioning Pneumatics Business Unit :
Pneumatics Business Unit of Schrader Duncan Limited has been
re-positioned as "Fluid Power & Automation (FPA)" Business Unit and all
our new promotion material/marketing communication reflects this
change.
16. Acknowledgements
Your Directors would like to thank to the Bankers, Central and State
Government, Stock Exchanges, other Regulatory Agencies, Investors,
Shareholder and Employees of the Company and wish to acknowledge and
place on record their sincere appreciation for the continuous excellent
support given by them to the Company and their confidence in its
management. Industrial relations continued to be cordial and peaceful.
On behalf of the Board of Directors
Shantanu Parvati
Mumbai, May 22, 2014 Whole Time Director
Mar 31, 2013
The Directors present their Fifty Second Report to the shareholders
together with the accounts for the year ended March 31,2013. The
operating results as disclosed in the accounts are summarised below:
(INR Million)
2012-2013 2011-2012
(Loss)/Profit before charging
depreciation and 2.31 327.20
taxes
Depreciation 24.37 24.26
(Loss)/Profit before
tax (22.06) 302.94
(Reversal of Provision)
/Provision for Tax (27.15) 98.31
(Loss Profit after tax 5.09 204.63
Balance carried from
previous year 204.63 2
Balance carried forward 209.72 204.63
Dividend
Your Directors do not consider it prudent to recommend a dividend this
year owing to the operating losses incurred.
Performance
Your company has shown 14% increase in sales revenue, while Operating
Loss has reduced by INR 63.45 Million, from INR 116.09 Million in
FY2011 -12 to Rs 52.64 Million in FY2012-13.
This is primarily due to increase in capacity utilization and volume
ramp up at the new Ranjangon Plant and various restructuring/
rationalization and cost reduction initiatives undertaken at both
business units. With majority of the restructuring initiatives
completed and some underway, your company is now on a stronger platform
to leverage market opportunities for stable growth and performance in
the coming years.
Operations
The turnover of Automotive Business Unit has increased by 41 % from INR
233.00 Million in the previous year to 329.27 million in the current
year.
This growth has been driven by volume ramp-up of the plant and
consistency in quality and delivery of products, thereby resulting into
approvals and increase in orders from major OEMs.
The turnover of Pneumatics Business Unit saw a decrease of 7% from INR
311.17 Million in the previous year to 289.92 million in the year ended
March 31,2012.
The Pneumatic Business Unit sustained competitive pressure and slow
down in some core sectors in the second half of this financial year to
maintain its share of business in its key market segments. This was
achieved thru improved delivery of standard and customized products, by
increase in productivity and value engineering initiatives.
Public Deposits
The company has not accepted any fixed deposits from the public or
shareholders.
Significant developments
- The Merger of M/s Associated Polymers Limited (being 100% subsidiary
of the company) after all necessary approvals and sanction by the
jurisdictional High Court was completed on 17th May 2013. As per the
scheme of Merger, the Accounts covered in this report include the
results of the transferor company with effect from 1st April 2012 being
the ''Appointed Date'' for the Merger.
- In accordance with Merger Order from Jurisdictional High Court, INR
38.21 Million have been shown as Capital reserve in the Financials of
the company.
- During the Year, company has sold its Land located at MIDC Tarapur,
and reported an exceptional profit of INR 44.78 Million.
- During the year, the company has also completed the process of
closure of its rubber mixing operations at MIDC Tarapur. Based on the
settlement with the workers employed at MIDC, Tarapur - total liability
of INR 3.70 Million has been accounted during the year as exceptional
item.
- During the year, the company has completed the process of shifting
the Pneumatics manufacturing operations from Mahape to Ranjangaon for
rationalisation and consolidation. Based on the Memorandum of
settlement with the union of workmen employed at Mahape, total
liability of INR 10.50 Million has been accounted during the year as
exceptional item.
Change in Shareholding
The foreign promoters namely, Schrader Bridgeport International Inc,
USA opted to exit the joint venture and sold their entire stake
comprising 50% of the share capital to the Indian promoter. The
transaction took place in the 1 st fortnight of April 2012.
Directors
Mr. J P Goenka and Mr. B B Tandon retire by rotation and are eligible
for re-appointment. Your Directors propose his re-appointment as set
out in the notice.
Auditors Report (2013)
The Auditors have reported in the Annexure to the Auditors Report,
which is Self explanatory and do not require further explanation
Corporate Governance
As per clause 49 of the Listing Agreement with the Bombay Stock
Exchange, a section on Corporate Governance and Management Discussion
and Analysis is annexed to this report.
Details regarding all elements of remuneration package of all
Directors, fixed component and performance linked incentives, service
contract, notice period, severance fees and details of stock options
are covered in point no 3(B)(iv), (v), (vi) and (vii) of the Corporate
Governance Report.
A certificate from M/s Vaishnav Associates, Pune confirming compliance
of Corporate Governance is also annexed.
Conservation of Energy, Technology Absorption, Exports and Foreign
Exchange Earnings and Outgo.
A statement giving details of conservation of energy, technology
absorption, exports and foreign exchange earnings and outgo pursuant to
Section 217(1) (e) read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 is set out in Annexure I
to this Report.
Details pursuant to the requirements of Section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975.
There is no Employee covered under the aforesaid section.
Industrial Relations
Industrial Relations were cordial during the year. The Directors are
pleased to record their appreciation of services rendered by the
employees and all staff at all levels.
Directors Responsibility Statement
In Compliance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors wish to place on record based on the
information made available to them
i) in the preparation of the annual accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departure;
ii) they have 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 Com pany at the end of the financial year and of the profit or loss
of the Com pany for that period;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
iv) they have prepared the annual accounts on a going concern basis.
Cost Auditors
Mr. Laxman Pawar, Cost Accountants, Pune, have been appointed as Cost
Auditors of the company.
Statutory Aud itors
Your Directors propose to re- appoint M/s Singhi & Co, Chartered
Accountants, Mumbai as Statutory Auditors of the Company.
Acknowledgement
Your Directors place on record their appreciation for the contribution
made by the employees. They also take this opportunity to thank the
customers, dealers, suppliers, bankers, business associates and the
valued shareholders for the continuous support and encouragement.
On behalf of the Board of Directors
J P Goenka Chairman
Mumbai, May 24, 2013
Mar 31, 2012
The Directors present their Fifty First report to the shareholders
together with the accounts for the year ended March 31,2012. The
operating results as disclosed in the accounts are summarised below:
Rs Million
2011-2012 2010-2011
(Loss)/Profit before charging 327.20 (191.01)
depreciation and taxes
Depreciation 24.26 25.00
(Loss)/Profit before tax 302.94 (216.01)
Provision for Tax 98.31 3.93
(Loss)/Profit after tax 204.63 (212.08)
Balance carried from previous year (6.30) 205.78
Balance carried forward 198.33 (6.30)
Dividend
Your Directors do not consider it prudent to recommend a dividend this
year owing to the operating losses incurred.
Performance
Your company has shown 9% increase in sales revenue, while Operating
Loss has increased by Rs 34.0 Million, from Rs 82.1 Million in FY
2010-11 to Rs 116.1 Million in FY2011-12.
This is primarily due to longer than estimated time taken for volume
ramp up at the new Ranjangon Plant and various restructuring/
rationalization initiatives undertaken at both business units. With
majority of the restructuring initiatives completed and some underway,
your company is now on a stronger platform to leverage market
opportunities for stable growth and performance in the coming years.
Operations
The turnover of Automotive Business Unit has increased by 29% from
180.27 million in the previous year to 233.00 million in the current
year. This growth has been driven by stabilization of the plant and
consistency in quality and delivery of products, thereby resulting into
approvals and increase in orders from major OEMs.
The turnover of Pneumatics Business Unit has been stable with a
marginal decrease of 2% from 318.63 million in the previous year to
311.17 million in the
year ended March 31,2012.
The Pneumatic Business Unit sustained competitive pressure and slow
down in some core sectors in the second half of this financial year to
maintain its share of business in its key market segments. This was
achieved thru rationalization of standard and customized products,
increase in productivity and improvement in delivery lead time.
Sale of Mulund Land
The company had, on March 26, 2011, entered into an agreement for
sale-cum- development of its land at Mulund Plant. During the financial
year 2011-12, the company has met all its obligations as a seller
except for completing the administrative process for mutation for a
small portion of land in its name. The company is of the view that all
significant risks and rewards in respect of the said land have been
transferred to the buyer which has been adequately supported by a legal
opinion and accordingly, Profit on Sale of land amounting to Rs. 419.03
Million has been recorded during the quarter ended March 31, 2012 and
disclosed as exceptional item. Out of the total sales consideration,
the company is yet to receive an amount of Rs. 219.35 Million and same
has been disclosed in the financial statements as at March 31,2012
under the head "Other Current Assets".
Public Deposits
The company has not accepted any fixed deposits from the public or
shareholders.
Subsidiary
Associated Polymers Limited, the Company's subsidiary processed 156 MT
of rubber compound during the year ended March 31,2012 as against 126
MT in the previous year. The rubber compound that was processed during
the year was entirely supplied to the Company.
Accounts of the subsidiary company
Annual Accounts of Subsidiary company and the related detailed
information can be obtained on request by the shareholders of the
company and of the subsidiary company. These are also available for
inspection at Registered Office of the company on all working days.
Change in shareholding
The foreign promoters namely, Schrader Bridgeport International Inc,
USA opted to exit the joint venture and sold their entire stake
comprising 50% of the share capital to the Indian promoter. The
transaction took place in the 1st fortnight of April 2012.
Directors
Mr A Goenka retires by rotation and is eligible for re-appointment.
Your Directors propose his re-appointment as set out in the notice.
Appointments
Mr Shantanu Parvati was appointed as Additional Director and Whole Time
Director w.e.f July 29,2011.
Mr BBTandon was appointed as Additional Director on April 13,2012.
Mr NitinKaul was appointed as Additional Director on April 13,2012.
Mr O P Dubey was appointed as an Additional Director on April 26,2012.
These Directors' terms shall expire at the ensuing Annual General
Meeting. Your Directors propose their appointment as set out in the
notice.
Resignations
Mr Ravi Swaminathan resigned as Managing Director of the Company in
June 2011.
Mr Steven Lutz, Mr Jean Michel Bolmont and Mr Nitin Kaul resigned from
the Board as nominees of SBII in April 2012.
Mr R C Khanna has resigned from the Board with effect from 13th April,
2012
Mr M K Sharma has resigned from the Board with effect from 26th April,
2012
Your Board of Directors wishes to place on record its appreciation for
the support extended by these Directors during their tenure in office.
Auditors Report
The Auditors have reported in the Annexure to the Auditors Report that
the general information systems & controls need to be strengthened.
Your directors wish to inform that the management is in the process of
implementation of adequate control systems.
Corporate Governance
As per clause 49 of the Listing Agreement with the Bombay Stock
Exchange, a section on Corporate Governance and Management Discussion
and Analysis is annexed to this report.
Details regarding all elements of remuneration package of all
Directors, fixed component and performance linked incentives, service
contract, notice period, severance fees and details of stock options
are covered in point no 3(B)(iv), (v), (vi) and (vii) of the Corporate
Governance Report.
A certificate from M/s N L Bhatia & Associates confirming compliance of
Corporate Governance is also annexed.
Conservation of Energy, Technology Absorption, Exports and Foreign
Exchange Earnings and Outgo.
A statement giving details of conservation of energy, technology
absorption, exports and foreign exchange earnings and outgo pursuant to
Section 217(1)(e) read with Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 is set out in Annexure I to
this Report.
Details pursuant to the requirements of Section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 is set out in Annexure II to this Report.
Industrial Relations
Industrial Relations were cordial during the year. The Directors are
pleased to record their appreciation of services rendered by the
employees and all staff at all levels.
Directors Responsibility Statement
In Compliance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors wish to place on record based on the
information made available to them
i) in the preparation of the annual accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departure;
ii) they have 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 of the profit or loss
of the Company for that period;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities and
iv) they have prepared the annual accounts on a going concern basis.
Cost Auditors
Your directors propose to appoint Mr Pramod Dubey, Cost Accountant,
Pune, as Cost Auditors of the company.
Statutory Auditors
M/s Price Waterhouse & Co, Chartered Accountants, retire at the
conclusion of the Annual General Meeting.
Your Directors propose to appoint M/s Singhi & Co, Chartered
Accountants, Mumbai as Statutory Auditors of the Company.
Acknowledgement
Your Directors place on record their appreciation for the contribution
made by the employees. They also take this opportunity to thank the
customers, dealers, suppliers, bankers, business associates and the
valued shareholders for the continuous support and encouragement.
On behalf of the Board of Directors
JPGoenka
Chairman
Mumbai,
May 25,2012
Mar 31, 2011
The Directors present their Fiftieth report to the shareholders
together with the accounts for the year ended March 31,2011. The
operating results as disclosed in the accounts are summarised below:
Rs. in million
2010-2011 2009-2010
(Loss) / Profit before charging (191.01) 24.58
depreciation and taxes
Depreciation 25.00 15.90
(Loss) / Profit before tax (216.01) 8.68
Provision for Tax 3.93 3.17
(Loss) / Profit after tax (212.08) 5.51
Balance carried from previous year 205.78 205.14
210.65
Proposed Dividend - 3.70
Less : Tax on Dividend - 0.63
Less : Transfer to General Reserve - 0.55
Balance carried forward (6.30) 205.77
Dividend
Your Directors do not consider it prudent to recommend any dividend
this year owing to the losses incurred.
Operations
The Pneumatics Division of the Company showed a growth of 9.8% in sales
from Rs. 290.21 million in the previous year to Rs. 318.63 million in
the year ended March 31, 2011. The capacity of the satellite unit of
the Pneumatics Division at Nasik has been increased to meet market
demand.
The Automotive Division however witnessed a decline in sales from Rs.
266.41 million in the previous year to Rs. 180.27 million in the
current year. The previous years sales were the aggregate of both the
Plants at Mulund and Ranjangaon, whereas during the year under review
Mulund Plant could contribute to sales only in the first quarter after
which it was shut down.
Expenses relating to the closure of the Mulund Plant of around Rs. 160
million has had an adverse impact on the profits and reserves of the
Company. Besides, the Company is yet to realize the full potential of
the Ranjangaon Plant. Being a new Plant, stabilization of the
production process has taken longer than expected. Once approvals would
be in place from all customers, the Company would be in a position to
increase its turnover.
Raw Materials
There was an increase in the prices of raw materials owing to the
prevelant inflationary conditions. The Company could not pass this
fully to the customers as a price increase could not be taken in
keeping with the general market trend.
Closure of Mulund Plant
The Company closed down its Plant for automotive products at Mulund,
Mumbai as it was incurring losses for the past many years. The 177
number of unionized category of workmen and staff employed in the Plant
were given voluntary retirement compensation (VRS) aggregating to Rs.
140 million in the month of July 2010.
Sale of Mulund Land
Shareholders may recall that a portion of land at the Mulund Plant site
that was in excess of the Companys needs was sold in the year 2006.
After closure of the Plant, the remaining portion of land also has been
sold for a total consideration of Rs. 430 million. The Company is still
in the process of completing all the formalities relative to closure of
Plant and obtaining a clear title to a portion of land due to which the
land sale could not be concluded during the year under review. The
Company expects to complete all the formalities in the current year and
realize the land sale proceeds in full.
Change of Registered Office
Pursuant to the special resolution passed by the Shareholders by way of
Postal Ballot in October 2010 approval has been received from the
Regional Director, Western Region, Ministry of Corporate Affairs for
changing the Companys registered office from LBS Marg, Mulund West,
Mumbai 400 080 to F-33, Ranjangaon MIDC, Karegaon, Tal Shirur, Pune412
209.
Finance
The Company received an advance against sale consideration of the
Mulund land during the year which was used to settle the VRS
compensation. The Company has managed its fund flow effectively to
ensure smooth operations in the Company. The cost of working capital
continues to be under effective control.
Growth Plans
The Companys manufacturing facility in Ranjangaon houses the
automotive division and will focus on introducing new product lines and
also tap the exports market.
The Pneumatics Division is taking steps to enable it meet the growing
market needs.
Public Deposits
The company has not accepted any fixed deposits from the public or
shareholders.
Subsidiary
Associated Polymers Limited, the Companys subsidiary processed 126 M T
of rubber compound during the year ended March 31,2011 as against 546 M
T in the previous year. The supply of rubber compounds used to be made
to both the Plants at Mulund and Ranjangaon. Pursuant to the closure of
the Mulund Plant, the supply was made only to the Ranjangaon Plant
resulting in lower volumes.
Directors
Mr J P Goenka and Mr Steven Lutz retire by rotation and are eligible
for re-appointment. These Directors terms shall expire at the ensuing
Annual General Meeting. Your Directors propose their appointment as set
out in the notice.
Auditors Report
The Auditors have reported in the Annexure to the Auditors Report that
the general information systems control needs to be strengthened and
there are accumulated cash losses for the current year. Your Directors
wish to inform that the management is in the process of implementing
adequate systems control and the cash losses are due to the expenses
incurred on closure of Mulund Plant which will be made good once the
Mulund land sale proceeds would be realized in full.
Corporate Governance
As per clause 49 of the Listing Agreement with the Bombay Stock
Exchange, a section on Corporate Governance and Management Discussion
and Analysis is annexed to this report.
Details regarding all elements of remuneration package of all
Directors, fixed component and performance linked incentives, service
contract, notice period, severance fees and details of stock options
are covered in point no 3(B)(iv), (v), (vi) and (vii) of the Corporate
Governance Report.
A certificate from M/s N L Bhatia & Associates confirming compliance of
Corporate Governance is also annexed.
Conservation of Energy, Technology Absorption, Exports and Foreign
Exchange Earnings and Outgo.
A statement giving details of conservation of energy, technology
absorption, exports and foreign exchange earnings and outgo pursuant to
Section 217(1)(e) read with Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 is set out in Annexure I to
this Report.
Details pursuant to the requirements of Section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 is set out in Annexure II to this Report.
Industrial Relations
Industrial Relations were cordial during the year. Pursuant to the
closure of Mulund Plant, the workmen employed there were given
voluntary retirement compensation.
Directors Responsibility Statement
In Compliance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors wish to place on record based on the
information made available to them that :-
i) in the preparation of the annual accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departure;
ii) they have 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 of the profit or loss
of the Company for that period;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities and
iv) they have prepared the annual accounts on a going concern basis.
Auditors
M/s Price Waterhouse & Co, Chartered Accountants, retire at the
conclusion of the Annual General Meeting and being eligible will be
re-appointed.
Acknowledgement
Your Directors place on record their appreciation for the contribution
made by the employees. They also take this opportunity to thank the
customers, dealers, suppliers, bankers, business associates and the
valued shareholders for the continuous support and encouragement.
On behalf of the Board of Directors
J P Goenka
Chairman
Mumbai,
May 18, 2011
Mar 31, 2010
The Directors have pleasure In presenting their Forty Nineth report to
the shareholders together with the accounts for the year ended March
31,2010. The operating results as disclosed In the accounts are
summarised below:
Rs in million
2009-2010 2008-2009
Profit before charging depreciation and taxes 24.58 23.57
Depreciation 15.90 5.20
Profit before tax 8.68 18.37
Provision for Tax 3.17 7.48
Profit after tax 5.51 10.89
Balance carried from previous year 205.14 199.67
Profit available for appropriation 210.65 210.57
Proposed Dividend 3.70 3.70
Less: Tax on Dividend 0.63 0.63
Less: Transfer to General Reserve 0.55 1.10
Balance carried forward 205.77 205.14
Dividend
The Directors are now pleased to recommend for consideration of the
shareholders dividend of Re 1.00 per share of face value of Rs 10/- per
share for the year 2009-2010 on the existing share capital of Rs 36.96
million amounting to Rs 3.69 million and tax on proposed dividend of Rs
0.63 million for which provision has been made In the accounts.
Operations
The Pneumatics Division of the Company showed a growth of 8% In sales
from Rs 269.31 million In the previous year to Rs 290.21 million In the
year ended March 31,2010.
The Automotive Division also witnessed an increase In sales from Rs
244.62 million In the previous year to Rs 266.41 million In the current
year; a growth of 8.90%.
Even though both the divisions showed reasonable growth In sales there
has been a reduction In profits by .52.70% as compared to the previous
year. The reduction Is on account of the increase in overheads on
setting up the new Plant at Ranjangaon, increase in depreciation due to
investments made In Plant & Machinery and Increase in interest
expenses.
Raw Materials
There was an increase In the prices of raw materials which necessitated
the Company to increase the prices of products.
Finance
During the year the Company has utilized funds out of the term loan
sanctioned from its bankers to meet the Increased funds requirement of
the new facility. The cost of working capital continues to be under
effective control.
Growth Plans
The Companys new manufacturing facility in Ranjangaon has commenced
commercial production and will focus on introducing new product lines
and also tap the exports market.
The Pneumatics Division is capacity enabled to cater to the market
needs.
Public Deposits
The company has not accepted any fixed deposits from the public or
shareholders.
8
Subsidiary
Associated Polymers Limited, the Companys subsidiary processed 564 M.
T. of rubber compound during the year ended March 31,2010 as against
325 M. T. in the previous year. The increase in quantity is attributed
to third party processing during the year.
Directors
Mr. Arvind Goenka and Mr. Nitin Kaul retire by rotation and are
eligible for re-appointment. Your Directors propose their
re-appointment as set out in the notice.
Auditors Report
The Auditors have reported in the Annexure to Auditors Report that the
inventory records in the Pneumatics Business Unit were not up dated and
the general information system control needs to be strengthened. Your
Board wishes to inform that these issues have been taken up for
resolution.
Corporate Governance
As per clause 49 of the Listing Agreement with the Bombay Stock
Exchange, a section on Corporate Governance and Management Discussion
and Analysis is annexed to this report.
Details regarding all elements of remuneration package of all
Directors, fixed component and performance linked incentives, service
contract, notice period, severance fees and details of stock options
are covered in point no 3(B)(iv), (v), (vi) and (vii) of the Corporate
Governance Report.
A certificate from M/s. N. L. Bhatia & Associates confirming compliance
of Corporate Governance is also annexed.
Conservation of Energy, Technology Absorption, Exports and Foreign
Exchange Earnings and Outgo.
A statement giving details of conservation of energy, technology
absorption, exports and foreign exchange earnings and outgo pursuant to
Section 217(l)(e) read with Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 Is set out In Annexure I to
this Report.
Industrial Relations
Industrial Relations were cordial during the year. Fresh wage
settlement was negotiated and settled amicably with the workmen of both
the Divisions during the year.
Details pursuant to the requirements of Section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 is set out in Annexure II to this Report.
Directors Responsibility Statement
In Compliance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors wish to place on record
based on the information made available to them
ii) that in the preparation of the annual accounts, the applicable
Accounting Standards had been followed along with
proper explanation relating to material departure; ii) that they have
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 of the profit or loss of the Company for that
period; iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records In accordance with
the provision of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
Irregularities and iv) that they have prepared the annual accounts on a
going concern basis.
Auditors
M/s Price Waterhouse & Co, Chartered Accountants, retire at the
conclusion of the Annual General Meeting and are eligible for
re-appointment. The Company has received a confirmation from them to
the effect thct their re-appointment, if made, will be within the
limits prescribed u/s 224(1B) of the Companies Act, 1956.
On behalf of the Board of Directors
P. Goenka
Chairman
Mumbai. May 26, 2010
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