Mar 31, 2019
Dear Members,
The Directors have pleasure in presenting the 34th Annual Report and Audited Financial Statements for the Financial Year ended 31st March, 2019.
financial summary and highlights
(Rs. In Lacs)
Financial Performance |
2017-18 |
2018-19 |
Income from operation (net of excise/GST) |
30,594.32 |
30287.20 |
Other Income |
26.62 |
49.54 |
Profit(before financial charges, depreciation and tax) |
2,811.77 |
2610.90 |
Financial Charges |
727.12 |
654.75 |
Depreciation & Impairment expenses |
1,907.08 |
1944.56 |
Profit before tax |
177.57 |
11.59 |
Provision for tax(after adjustment of deferred tax) |
(302.71) |
(29.17) |
Profit after tax |
480.29 |
40.77 |
Other Comprehensive Income |
6.27 |
10.14 |
Total Comprehensive Income for the period |
486.56 |
50.91 |
Net turnover of your Company has decreased by 1% from Rs.30594.32 lacs in 2017-18 to Rs.30287.20 lacs in current year. Your Company has earned a pre-tax profit of Rs.11.59 lacs as compared to profit of Rs. 177.57 lacs in the last year.
RESULTS OF OPERATIONS
OPERATIONS:
During the year under review, the following are the highlights of your Company:
- Achieved a turnover during 2018-19 of Rs.30287.20 lacs as compared to Rs.30594.32 lacs during 2017-18 reflecting a decrease of 1%.
- Profit before tax during 2018-19 is Rs. 11.59 lacs against pretax profit during the year 2017-18 of 177.57 lacs.
- Profit after tax during 2018-19 is Rs.40.77 lacs against post tax profit during the year 2017-18 of Rs. 480.29 lacs.
- Total Comprehensive Income during 2018-19 is Rs.50.91 lacs as compared to Rs. Rs. 486.56 lacs during previous financial year 2017-18.
- Pre- tax Cash Profit during 2018-19 is 1956.15 lacs against pre- tax cash profit during the year 2017-18 of Rs. 2,084.65 lacs
INTERNAL FINANCIAL CONTROL
Your company has in place adequate internal financial controls in accordance to the size of the company and with reference to financial statement. The internal financial controls have been regularly reviewed by the auditors of your company and no reportable material weakness in the design or operation was observed.
DIVIDEND
Your Directors recommend a dividend of 10 %( i.e., Re.1 per equity shares of Rs. 10/- each) of the financial year 201819 amounting to Rs. 61,36,800/-. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.
The dividend shall be paid to members whose names appear in the Register of Members as on 7th August, 2019 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owner as on that date.
The dividend income is tax free in the hands of the shareholders.
AMOUNT TRANSFERRED TO RESERVE
Your company proposed to transfer an amount of Rs. 5,00,000/- to general reserve out of the profits of the company.
EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in Form No MGT - 9 in accordance with the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as ''Annexure-I'' to this Report.
NUMBER OF BOARD MEETINGS
The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 134 sub section (5) of the Companies Act, 2013 the directors of your company state-
- That in preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards have been followed and there are no material departures from the same.
- That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year as at 31st March, 2019 and of the profit of the Company for the year ended 31st March, 2019.
- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.
- That the annual accounts have been prepared on a going concern basis.
- That proper internal financial controls laid down by the directors to be followed by the Company and that such internal financial controls are adequate and is operating effectively; and
- That proper system to ensure compliance with the provisions of all applicable laws is adequate and is operating effectively
DECLARATION BY INDEPENDENT DIRECTOR
Your Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with Schedule and Rules issued there-under, and also in accordance to Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.
REMUNERATION POLICY
Your company has adopted the remuneration policy in accordance with Section 178 read with rules made there under for director''s appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director, etc. in the meeting of Board of Directors of the Company held on 9th February, 2015 in line with the recommendation of Nomination and Remuneration Committee; whose meeting also held on the same date. The remuneration policy of your Company is annexed in Annexure-II. The policy has been disclosed on the website of the company.
AUDIT AND AUDITOR''S REPORT:
STATUTORY AUDITOR:
M/s. KMGS & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of ensuing Annual General Meeting for the financial year 2018-19.
STATUTORY AUDITOR''S REPORT
There are no such observations in the statutory audit report which needs to be explained by your company. The observation of the auditors is self- explanatory and/or is suitably explained in the notes to the accounts.
secretarial auditor:
M/s A.K. & Associates, Practicing Company Secretary, were appointed as Secretarial Auditor for the financial year 2018-19 for secretarial audit of your company.
SECRETARIAL AUDIT REPORT
There are no such observations in the secretarial audit report which needs to be explained by your Company. The report of secretarial auditor is annexed to this report as Annexure VIII.
SECRETARIAL COMPLIANCE REPORT
There are no such observations in the secretarial compliance report which needs to be explained by your Company. The report of secretarial auditor is annexed to this report as Annexure IX.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT BY THE COMPANY
Your Company has not given any loan, guarantee or made any investment in any other body corporate as per the provision of section 186 of the Companies Act, 2013, except as disclosed in the attached accounts.
RELATED PARTIES TRANSACTIONS
All related party transactions that were entered into during the financial year 2018-19 were in the ordinary course of business and on an arm''s length basis or with required approvals. Your company has also adopted a policy on materiality of related parties transaction and also dealing with related parties'' transaction as approved by the Board. The policy has been disclosed on the website of your company at www.machino.com
The details of related parties transaction whether requiring approvals or otherwise, as per the provision of Section 188 of the Companies Act, 2013, Form AOC-2 is annexed in Annexure-III.
STATE OF COMPANY''S AFFAIR
Your company is a joint venture Company of Maruti Suzuki India Limited, Suzuki Motor Corporation and Jindal''s. Your company was incorporated in 1986. Your company is a going concern. The shares of your company are listed on Bombay Stock Exchange Limited. Your company is engaged in the production of plastics moulded automotive components. Your company has total 3 plants out of which one operative plant is located in Gurgaon, one operative plants are located in Manesar while the plant located in Pithampur is non- operative and is yet to commence production.
During the year under review, your company has not made any default in repayment of any of its term loans, have met generally all its obligation in time including its tax liabilities.
DETAILS OF SIGNIFICANT AND MATERIAL ORDER
No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status and future operations of your company.
MATERIAL CHANGES AND COMMITMENTS
No significant changes and commitments affecting the financial position of your company for the financial year ending on 31st March, 2019 till the date of this report.
CONSERVATION OF ENERGY
Continuous overhauling of equipment''s and awareness amongst employees has helped to avoid wastage of energy. Company has installed solar power plant of capacity 310KW at its Manesar Plant and 503KW plant at Gurgaon.
Series of steps have been taken to identify areas of excess consumption of power and checks have been strengthened at these points and various alternative sources of energies are utilized.
Data regarding energy consumed is given hereunder:
Power & Fuel consumption |
2017-18 |
2018-19 |
|
1. |
Electricity (a) Purchase units / co-generated |
19,656,538 |
18,996,315 |
Total Cost (Rs. In lacs) |
1590.57 |
1,670.96 |
|
Rate per units |
8.09 |
8.80 |
|
(b) Own Generation - D.G. Set Units generated |
637,022 |
394,442 |
|
Fuel Cost (Rs. In Lacs) |
107.90 |
86.24 |
|
Fuel cost per unit |
16.94 |
21.86 |
|
2. |
Coal |
NIL |
NIL |
3. |
Furnace Oil |
NIL |
NIL |
Other / Internal generation/ Solar power |
2, 50,415 |
401,043 |
TECHNOLOGY ABSORPTION
A statement giving details of technology absorption in accordance with the above Rules is annexed hereto as Annexure VI and forms part of the Report.
FOREIGN EXCHANGE EARNING & OUTGO
Rs. in Lacs |
|
Total foreign exchange earning |
148.15 |
Total foreign exchange outgo |
1913.41 |
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your company already has âRisk Management Policyâ in writing which is also uploaded on the website of the company. The policy is regularly updated taking in to consideration the changes taking place in the business environment. Your company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
ANNUAL EVALUATION OF PERFORMANCE
The performance evaluation of all:
- independent directors were made by Board (excluding the director who performance is being evaluated),
- non independent directors were made by the independent directors in its meeting
- the board committees and of the board as whole was made by Nomination and Remuneration Committee
Your company has also adopted a policy for evaluation of performance of the board and individual director in the meeting of the board of directors in line with the recommendation of Nomination and Remuneration Committee. The policy of annual evaluation is annexed in Annexure - IV.
The policy has also been disclosed on the website of the company.
VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, your Company has established the Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for directors and employees of the Company to report genuine concerns or grievances. The Vigil Mechanism provides the safeguard against the victimization of person who uses such mechanism.
During the financial year 2018-19, all the directors and employees had full access to approach the Vigil Mechanism Officer. No complaint was received during the year 2018-19 of any sort from any directors and employee of your company.
Mrs. Anupam Gupta has been appointed as Vigil Mechanism Officer with effect from 28.03.2019 under Whistle Blower Policy in place of Mr. R. Krishnan who has resigned w.e.f. 27.03.2019.
The detail of establishment of such mechanism is also disclosed on the website of the Company and also enclosed as per Annexure -V.
DIRECTORS
Appointments:
According to Section 149 of the Companies Act, 2013 read with schedule IV of the Companies Act, 2013, an independent director is required to hold office for a term up to five consecutive years on the Board of the Company. No independent director shall hold office for more than two consecutive terms, but shall be eligible for appointment after the expiry of three years of ceasing to become an independent director of the company.
Mr. Ajit Yadav was appointed as an Additional Director (Non-Executive Independent Category Director) at the meeting of the Board of Directors held on 23.05.2019 and subsequently he is proposed to be appointed as an Independent Director by the shareholders at the AGM held on 07.08.2019.
Mr. Rajiv Kumar Singh and Dr. Sandeep Goel were appointed as an Additional Director (Non-Executive Independent Category Director) at the meeting of the Board of Directors held on 30.05.2019 and subsequently they are proposed to be appointed as an Independent Director by the shareholders at the AGM held on 07.08.2019.
Resignation/ cessation
In accordance with the provisions of Section 168(1) of Companies Act, 2013, Mr. R. Krishnan, an Independent Director of your company has resigned w.e.f. 27th March, 2019.
On completion of tenure Mr. R.L. Gaggar and Mr. Sundaram Balasubramanian have ceased to be the directors on the board of company with effect from 1st April, 2019.
AUDIT COMMITTEE
The details of the Audit Committee including its composition and terms of reference mentioned in the Corporate Governance Report forms part of Director''s Report.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTOR
Your Company has organized a familiarization programme for the independent directors as per the requirement of the Companies Act, 2013 along with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The detail of such familiarization programme is also uploaded on the website of the company at www.machino.com.
LISTING
The Equity Shares of the Company are listed on Bombay Stock Exchange. The company has paid listing fees to the Stock Exchange for the financial year 2019-20.
CORPORATE GOVERNANCE
Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization''s corporate governance philosophy is directly linked to high performance.
Pursuant to Regulation 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the company regularly submits the corporate governance report to the Stock Exchanges within the prescribed time line. Therefore, Reports on Corporate Governance has been included in this annual report as a separate section (forming a part of Director''s Report) along with the Auditor''s Certificate.
DEPOSITS
Your Company has not accepted any deposits under Section 73 of the Companies Act, 2013 & rules made there under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report are presented in a separate section forming part of the annual report.
DETAILS OF SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES
None of the company has become or ceased to become the subsidiary, joint venture or associate of your Company during the financial year 2018-19.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
Details of employee of the Company as specified under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto as Annexure-VII and forms part of the report.
TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY
Pursuant to the section 124(6) of the Companies Act, 2013, your company has transferred 4810 shares to Investor Education and Protection Fund Authority.
ENVIRONMENT
The Company is not involved in any type of activity hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollutions. As an environment conscious responsible corporate citizen, your Company has implemented GSCM (Green Supply Chain Management) standards.
CORPORATE SOCIAL RESPONSIBILITY
The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on your company. Therefore your company has not constituted CSR committee for this.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the valuable co-operation and assistance extended by Maruti Suzuki India Limited., Suzuki Motors Corporation, Japan, Government of India, Government of Haryana and the Company''s bankers for their continued support and guidance. The Directors also commend the continuing commitment and dedication of the employees at all levels and are thankful to the shareholders for their continued patronage, trust and confidence in the Company.
For and on Behalf of the Board
Machino Plastics Limited
Sd/-
Sanjiivv Jindall
chairman cum Managing Director
Date: 30th May, 2019
Place: Gurugram
Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting the 33rd Annual Report and Audited Financial Statements for the Financial Year ended 31st March, 2018.
FINANCIAL SUMMARY AND HIGHLIGHTS (Rs. In Lacs)
Financial Performance |
2016-17 |
2017-18 |
Income from operation (net of excise/GST) |
25,919.92 |
30,594.32 |
Other Income |
30.77 |
26.62 |
Profit(before financial charges, depreciation and tax) |
2,659.65 |
2,811.77 |
Financial Charges |
404.91 |
727.12 |
Depreciation & Impairment expenses |
1,292.43 |
1,907.08 |
Profit before tax |
962.31 |
177.57 |
Provision for tax(after adjustment of deferred tax) |
486.78 |
(302.71) |
Profit after tax |
475.53 |
480.29 |
Other Comprehensive Income |
4.79 |
6.27 |
Total Comprehensive Income for the period |
480.32 |
486.56 |
Net turnover of your Company has increased by 18.03 % from 25,919.92 lacs in 2016-17 to 30,594.32 lacs in current year. Your Company has earned a pre-tax profit of Rs. 177.57 lacs as compared to profit of Rs. 962.31 lacs in the last year.
RESULTS OF OPERATIONS OPERATIONS:
During the year under review, the following are the highlights of your Company:
- Achieved a turnover during 2017-18 of Rs. 30,594.32 lacs as compared to Rs. 25,919.92 lacs during 2016-17 reflecting an increase of 18.03%.
- Profit before tax during 2017-18 is Rs. 177.57 lacs against pretax profit during the year 2016-17 of Rs. 962.31 lacs.
- Profit after tax during 2017-18 is Rs. 480.29 against post tax profit during the year 2016-17 of Rs. 475.53 lacs.
- Total Comprehensive Income during 2017-18 is Rs. 486.56 lacs as compared to Rs. 480.32 lacs during previous financial year 2016-17.
- Pre- tax Cash Profit during 2017-18 is Rs. 2,084.65 lacs against pre- tax cash profit during the year 2016-17 of Rs. 2,254.74 lacs.
INTERNAL FINANCIAL CONTROL
Your company has in place adequate internal financial controls in accordance to the size of the company and with reference to the financial statement. The internal financial controls have been regularly reviewed by the auditors of your company and no reportable material weakness in the design or operation was observed.
DIVIDEND
Your Directors recommend a dividend of 10% (i.e., Re.1 per equity shares of Rs. 10/- each) of the financial year 201718 amounting to Rs. 61,36,800/-. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.
The dividend shall be paid to members whose names appear in the Register of Members as on 1st September, 2018 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owner as on that date.
The dividend income is tax free in the hands of the shareholders.
AMOUNT TRANSFERRED TO RESERVE
Your company proposed to transfer an amount of Rs. 20,00,000/- to general reserve out of the profits of the company.
extract of annual return
The detail forming part of the extract of the Annual Return in Form No MGT - 9 in accordance with the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as âAnnexure -Iâ to this Report
NUMBER OF BOARD MEETINGS
The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
directorâs RESPONSIBILITY STATEMENT
Pursuant to Section 134 sub section (5) of the Companies Act, 2013 the directors of your company state-
- That in preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same.
- That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year as at 31st March, 2018 and of the profit of the company for the year ended 31st March, 2018.
- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.
- That the annual accounts have been prepared on a going concern basis.
- That proper internal financial controls laid down by the directors to be followed by the company and that such internal financial controls are adequate and is operating effectively; and
- That proper system to ensure compliance with the provisions of all applicable laws is adequate and is operating effectively
declaration by independent director
Your Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with schedule and rules issued there-under, and also in accordance to Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.
REMUNERATION POLIcY
Your company has adopted the remuneration policy in accordance with Section 178 read with rules made there under for directorâs appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director, etc. in the meeting of Board of Directors of the Company held on 9th February, 2015 in line with the recommendation of Nomination and Remuneration Committee; whose meeting also held on the same date. The remuneration policy of your Company is annexed in Annexure-II. The policy has been disclosed on the website of the company.
AUDIT AND AUDIToRâs REPoRT: sTATUToRY AUDIToR:
M/s. KMGS & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of ensuing Annual General Meeting and are proposed to be appointed for a period of five years from 28.7.2017.
statutory auditorâs report
There are no such observations in the statutory audit report which needs to be explained by your company. The observation of the auditors is self- explanatory and/or is suitably explained in the notes to the accounts.
secretarial auditor:
M/s A.K. & Associates, Practicing Company Secretary, were appointed as Secretarial Auditor for the financial year 2017-18 for secretarial audit of your company.
secretarial audit report
There are no such observations in the secretarial audit report which needs to be explained by your Company. The report of secretarial auditor is annexed to this report as Annexure VIII.
particulars of loan, guarantees or investment by the company
Your Company has not given any loan, guarantee or made any investment in any other body corporate as per the provision of section 186 of the Companies Act, 2013, except as disclosed in the attached accounts.
RELATED PARTIEs transactions
All related party transactions that were entered into during the financial year 2017-18 were in the ordinary course of business and on an armâs length basis or with required approvals. Your company has also adopted a policy on materiality of related parties transaction and also dealing with related partiesâ transaction are approved by the Board. The policy has been disclosed on the website of your company at www.machino.com
The details of related parties transaction whether requiring approvals or otherwise, as per the provision of Section 188 of the Companies Act, 2013, Form AOC-2 is annexed in Annexure-III.
state of companyâs affair
Your company is a joint venture Company of Maruti Suzuki India Limited, Suzuki Motor Corporation and Jindalâs. Your company was incorporated in 1986. Your company is a going concern. The shares of your company are listed on Bombay Stock Exchange Limited. Your company is engaged in the production of plastics moulded automotive components. Your company has total 3 plants out of which one operative plant is located in Gurgaon, one operative plant is located in Manesar while the plant located in Pithampur is non- operative which is being used as a warehouse.
During the year under review, your company has not made any default in repayment of any of its term loans and have met generally all its obligation in time including its tax liabilities.
details of significant and material order
No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status and future operations of your company.
MATERIAL cHANGEs AND coMMITMENTs
There is no significant change and commitment affecting the financial position of your company for the financial year ending on 31st March, 2018 till the date of this report.
conservation of energy
Continuous overhauling of equipments and awareness amongst employees has helped to avoid wastage of energy. Company has installed solar power plant of 260KW at its Manesar Plant.
Series of steps have been taken to identify areas of excess consumption of power and checks have been strengthened at these points and various alternative sources of energies are utilized.
Data regarding energy consumed is given hereunder:
technology absorption
A statement giving details of technology absorption in accordance with the above Rules is annexed hereto as Annexure VI and forms part of the Report.
foreign exchange earning & outgo
RISK MANAGEMENT PoLicY
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your company already has âRisk Management Policyâ in writing which is also uploaded on the website of the company. The policy is regularly updated taking in to consideration the changes taking place in the business environment. Your company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
Your company has also constituted a risk management committee, the detail of which is given in the Corporate Governance section of the Annual Report.
ANNUAL EVALUATioN of PERFoRMANcE
The performance evaluation of all:
- independent directors were made by Board (excluding the director who performance is being evaluated),
- non independent directors were made by the independent directors in its meeting
- the board committees and of the board as whole was made by Nomination and Remuneration Committee
Your company has also adopted a policy for evaluation of performance of the board and individual director in the meeting of the board of directors in line with the recommendation of Nomination and Remuneration Committee. The policy of annual evaluation is annexed in Annexure -IV.
The policy has also been disclosed on the website of the company.
VIGIL MEcHANisM
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, your Company has established the Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for directors and employees of the Company to report genuine concerns or grievances. The Vigil Mechanism provides the safeguard against the victimization of person who uses such mechanism.
During the financial year 2017-18, all the directors and employees had full access to approach the Vigil Mechanism Officer. No complaint was received during the year 2017-18 of any sort from any directors and employee of your company.
The detail of establishment of such mechanism is also disclosed on the website of the Company and also enclosed as per Annexure -V.
directors
Appointments:
During the Financial Year 2017-18, Mr. Kazunari Yamaguchi was appointed as an Additional Director of your company at the meeting of the Board of Directors held on 28th February, 2018 and subsequently he is proposed to be regularized as a SMC Nominee Director by the shareholders at the Annual General Meeting held on 1st September, 2018.
Resignation:
In accordance with the provisions of Section 168(1) of Companies Act, 2013, Mr. Haruyuki Kawase, SMC Nominee Director of your company has resigned w.e.f. 27th February, 2018.
AUDIT coMMITTEE
The details of the Audit Committee including its composition and terms of reference mentioned in the Corporate Governance Report forms part of Directorâs Report.
familirisation programme for the independent director
Your company has organized a familiarization programme for the independent directors as per the requirement of the Companies Act, 2013 along with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The detail of such familiarization programme is also uploaded on the website of the company at www.machino.com.
listing
The Equity Shares of the Company are listed on Bombay Stock Exchange. The company has paid listing fees to the stock exchange for the financial year 2018-19.
corporate governance
Your company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organizationâs corporate governance philosophy is directly linked to high performance.
Pursuant to Regulation 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the company regularly submits the corporate governance report to the stock exchanges within the prescribed time line. Therefore, reports on corporate governance has been included in this annual report as a separate section (forming a part of Directorâs Report) along with the Auditorâs Certificate.
deposits
Your company has not accepted any deposits under Section 73 of the Companies Act, 2013 & rules made there under.
MANAGEMENT DIScUSSION AND ANALYSIS REPORT
As required by Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the annual report.
DETAILS OF SUBSIDIARIES, JOINT VENTURE OR ASSOciATE cOMPANIES
None of the company has become or ceased to become the subsidiary, joint venture or associate of your Company during the financial year 2017-18.
PARTIcULAR OF EMPLOYEES
Details of employee of the company as specified under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto as Annexure-VII and forms part of the report.
ENVIRONMENT
The company is not involved in any type of activity hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollutions. As an environment conscious responsible corporate citizen, your company has implemented GSCM (Green Supply Chain Management) standards and is ISO14001 certified holder. The company has also achieved ISO 18001-OHSAS certification for occupational health and safety.
cORPORATE SOcIAL RESPONSIBILITY
The provision of section 135(1) of Companies Act 2013 i.e. corporate social responsibility is not applicable on your company. Therefore your company has not constituted CSR committee for this.
acknowledgements
Your directors wish to place on record their appreciation for the valuable co-operation and assistance extended by Maruti Suzuki India Limited., Suzuki Motors Corporation, Japan, Government of India, Government of Haryana and the companyâs bankers for their continued support and guidance. The directors also commend the continuing commitment and dedication of the employees at all levels and are thankful to the shareholders for their continued patronage, trust and confidence in the Company.
For and on Behalf of the Board
Machino Plastics Limited
Sd/- Sd/-
Aditya Jindal Sanjiivv Jindall
Executive Director cum CFO Chairman cum Managing Director
Date: 30th May, 2018
Place: Gurgaon
Mar 31, 2017
Dear Members,
The Directors have pleasure in presenting the 32nd Annual Report and Audited Financial Statements for the Financial Year ended 31st March, 2017.
FINANICAL SUMMARY AND HIGHLIGHTS (Rs. IN LACS)
Financial Performance |
2015-16 |
2016-17 |
Income from operation (net of excise) |
20,469.97 |
25,919.92 |
Other Income |
8.17 |
30.77 |
Profit(before financial charges, depreciation and tax) |
1,998.29 |
2,659.65 |
Financial Charges |
232.51 |
404.91 |
Depreciation & Impairment expenses |
1,258.26 |
1,292.43 |
Profit before tax |
507.52 |
962.31 |
Provision for tax(after adjustment of deferred tax) |
367.79 |
486.78 |
Profit after tax |
139.73 |
475.53 |
Other Comprehensive Income |
5.48 |
4.79 |
Total Comprehensive Income for the period |
145.21 |
480.32 |
The turnover of your Company has increased by 26.62% from 20,469.97 lacs in 2015-16 to 25,919.92 in current year. Your Company has earned a pre-tax profit of Rs. 962.31 lacs as compared to profit of Rs. 507.52 lacs in the last year.
RESULTS OF OPERATIONS
OPERATIONS:
During the year under review, the following are the highlights of your Company:
- Achieved a turnover during 2016-17 is Rs. 25,919.92 lacs as compared to Rs. 20,469.97 lacs during 201516 reflecting an increase of 26.62%.
- Profit before tax during 2016-17 is Rs. 962.31 lacs against pretax profit during the year 2015-16 of Rs. 507.52 lacs.
- Profit after tax during 2016-17 is Rs. 475.53 against post tax profit during the year 2015-16 of Rs. 139.73 lacs.
- Total Comprehensive Income during 2016-17 is Rs. 480.32 Lacs as compared to Rs. 145.21 Lacs during previous financial year 2015-16
- Pre- tax Cash Profit during 2016-17 is Rs. 2,254.74 lacs against pre- tax cash profit during the year 2015-16 of Rs. 1,765.78 lacs.
INTERNAL FINANCIAL CONTROL
Your company has in place adequate internal financial controls in accordance to the size of the company and with reference to financial statement. The internal financial controls have been regularly reviewed by the auditors of your company and no reportable material weakness in the design or operation was observed.
DIVIDEND
Your Directors recommend a dividend of 20% (i.e., Rs. 2 per equity share of Rs. 10/- each) of the financial year 2016-17 amounting to Rs. 12,273,600/-. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.
The dividend shall be paid to members whose names appear in the Register of Members as on 28th July, 2017 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owner as on that date.
The dividend income is tax free in the hands of the shareholders.
AMOUNT TRANSFERRED TO RESERVE
Your company proposed to transfer an amount of Rs. 5,000,000/- to general reserve out of the profits of the company.
EXTRACT TO ANNUAL RETURN
The detail forming part of the extract of the Annual Return in Form No MGT - 9 in accordance with the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as âAnnexure -Iâ to this Report
NUMBER OF BOARD MEETINGS
The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORâS RESPONSIBILITY STATEMENT
Pursuant to Section 134 sub section (5) of the Companies Act, 2013 the directors of your company state-
- That in preparation of the annual accounts for the financial year ended 31St March, 2017, the applicable accounting standards have been followed and there are no material departures from the same.
- That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year as at 31st March, 2017 and of the profit of the Company for the year ended 31st March, 2017.
- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.
- That the annual accounts have been prepared on a going concern basis.
- That proper internal financial controls laid down by the directors to be followed by the Company and that such internal financial controls are adequate and is operating effectively; and
- That proper system to ensure compliance with the provisions of all applicable laws is adequate and is operating effectively
DECLARATION BY INDEPENDENT DIRECTOR
Your Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with Schedule and Rules issued there-under, and also in accordance to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
REMUNERATION POLICY
Your company has adopted the remuneration policy in accordance with Section 178 read with rules made there under for directorâs appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director, etc. in the meeting of Board of Directors of the Company held on 9th February, 2015 in line with the recommendation of Nomination and Remuneration Committee; whose meeting also held on the same date. The remuneration policy of your Company is annexed in Annexure-II. The policy has been disclosed on the website of the company.
AUDIT AND AUDITORâS REPORT:
STATUTORY AUDITOR:
M/s. Goel Garg & Company, Chartered Accountants, were appointed as Statutory Auditors of the Company for the financial year 2016-17. Further, they are ineligible to be appointed as Statutory Auditors for the Financial Year 2017-2018 because as per section 139 of the Companies Act, 2013, an audit firm which has completed two terms of five consecutive years becomes ineligible for re-appointment as statutory auditors in the same company.
STATUTORY AUDITORâS REPORT
There are no such observations in the statutory audit report which needs to be explained by your company. The observation of the auditors is self- explanatory and/or is suitably explained in the notes to the accounts.
SECRETARIAL AUDITOR:
M/s A.K. & Associates, Practicing Company Secretary, were appointed as Secretarial Auditor for the financial year 2016-17 for secretarial audit of your company.
SECRETARIAL AUDIT REPORT
There are no such observations in the secretarial audit report which needs to be explained by your Company. The report of secretarial auditor is annexed to this report as Annexure VIII.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT BY THE COMPANY
Your Company has not given any loan, guarantee or made any investment in any other body corporate as per the provision of section 186 of the Companies Act, 2013, except as disclosed in the attached accounts.
related parties transactions
All related party transactions that were entered into during the financial year 2016-17 were in the ordinary course of business and on an armâs length basis or with required approvals. Your company has also adopted a policy on materiality of related parties transaction and also dealing with related partiesâ transaction as approved by the Board. The policy has been disclosed on the website of your company at www.machino.com
The details of related parties transaction whether requiring approvals or otherwise, as per the provision of Section 188 of the Companies Act, 2013, Form AOC-2 is annexed in Annexure-III.
state of companyâs affair
Your company is a joint venture Company of Maruti Suzuki India Limited, Suzuki Motor Corporation and Jindalâs. Your company was incorporated in 1986. Your company is a going concern. The shares of your company are listed on Bombay Stock Exchange Limited. Your company is engaged in the production of plastics moulded automotive components. Your company has total 4 plants out of which one operative plant is located in Gurgaon, two operative plants are located in Manesar while the plant located in Pithampur is non-operative and is yet to commence production.
During the year under review, your company has not made any default in repayment of any of its term loans, have met generally all its obligation in time including its tax liabilities.
details of significant and material order
No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status and future operations of your company.
MATERIAL cHANGES AND coMMITMENTS
No significant changes and commitments affecting the financial position of your company from the financial year ending on 31st March, 2017 till the date of this report.
conservation of energy
Continuous overhauling of equipmentâs and awareness amongst employees has helped to avoid wastage of energy. Company has installed solar power plant of capacity 260 KW at its Manesar plant. Benefit of this would be reflected in the full financial year of 2017-18 and onwards.
Series of steps have been taken to identify areas of excess consumption of power and checks have been strengthened at these points and various alternative sources of energies are utilized.
Data regarding energy consumed is given hereunder:
Power & Fuel consumption |
2015-16 |
2016-17 |
1. Electricity |
||
(a) Purchase units/ co-generated |
13,114,418 |
15,924,644 |
Total Cost (Rs. In lacs) |
1,163.35 |
1,321.22 |
Rate per units |
8.87 |
8.30 |
(b) Own Generation - D.G. Set |
||
Units generated |
219,427 |
492,792 |
Fuel Cost (Rs. In Lacs) |
32.24 |
93.67 |
Fuel cost per unit |
14.69 |
19.01 |
2. Coal |
NIL |
NIL |
3. Furnace Oil |
NIL |
NIL |
4. Other / Internal generation / Solar Power |
NIL |
2,218 |
technology absorption
A statement giving details of technology absorption in accordance with the above Rules is annexed hereto as Annexure VI and forms part of the Report.
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your company already has âRisk Management Policyâ in writing which is also uploaded on the website of the company. The policy is regularly updated taking in to consideration the changes taking place in the business environment. Your company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
Your company has also constituted a risk management committee, the detail of which is given in the Corporate Governance section of the Annual Report.
ANNUAL EVALUATION OF PERFORMANCE
The performance evaluation of all:
- independent directors were made by Board (excluding the director whose performance is being evaluated),
- non independent directors were made by the independent directors in its meeting
- the board committees and of the board as whole was made by Nomination and Remuneration Committee
Your company has also adopted a policy for evaluation of performance of the board and individual director in the meeting of the board of directors in line with the recommendation of Nomination and Remuneration Committee. The policy of annual evaluation is annexed in Annexure -IV.
The policy has also been disclosed on the website of the company.
VIGIL MECHANISM
Your Company is committed to high standards of ethical, moral and legal business conduct. Accordingly, your Company has established the Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for directors and employees of the Company to report genuine concerns or grievances. The Vigil Mechanism provides the safeguard against the victimization of person who uses such mechanism.
During the financial year 2016-17, all the directors and employees had full access to approach the Vigil Mechanism Officer. No complaint was received during the year 2016-17 of any sort from any directors and employee of your company.
The detail of establishment of such mechanism is also disclosed on the website of the Company and also enclosed as per Annexure -V.
DIRECTORS
Appointments:
During the Financial Year 2016-17, Mr. Haruyuki Kawase was appointed as an Additional Director of your Company at the meeting of the Board of Directors held on 05th August, 2016 and subsequently he will be regularized as a Nominee Director by the shareholders at the Annual General Meeting to be held on 28th July 2017.
Resignation:
In accordance with the provisions of Section 168(1) of Companies Act, 2013, Mr. Masami Nishio, the Nominee Director of your company has resigned w.e.f. 5th August, 2016.
AUDIT COMMITTEE
The details of the Audit Committee including its composition and terms of reference mentioned in the Corporate Governance Report forms part of Directorâs Report.
FAMILIRISATION PROGRAMME FOR THE INDEPENDENT DIRECTOR
Your Company has organized a familiarization programme for the independent directors as per the requirement of the Companies Act, 2013 along with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
LISTING
The Equity Shares of the Company are listed on Bombay Stock Exchange. The company has paid annual listing fees to the Stock Exchange for the financial year 2017-18.
CORPORATE GOVERNANCE
Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organizationâs corporate governance philosophy is directly linked to high performance.
Pursuant to Regulation 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the company regularly submits the corporate governance report to the Stock Exchange within the prescribed time line. Therefore, Report on Corporate Governance has been included in this annual report as a separate section (forming a part of Directorâs Report) along with the Auditorâs Certificate.
deposits
Your Company has not accepted any deposits under Section 73 of the Companies Act, 2013 & rules made there under.
management discussion and analysis report
As required by Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the annual report.
details of subsidiaries, joint venture or associate companies
None of the company has become or ceased to become the subsidiary, joint venture or associate of your Company during the financial year 2016-17.
particular of employees
Details of employee of the Company as specified under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto as Annexure-VII and forms part of the report
environment
The Company is not involved in any type of activity hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollutions. As an environment conscious responsible corporate citizen, your Company has implemented GSCM (Green Supply Chain Management) standards and is ISO14001 certified holder. The Company has also achieved ISO 18001-OHSAS certification for occupational health and safety.
corporate social responsibility
The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on your company as the net profit of the company is below Rs. 5 crore. Therefore your company has not constituted CSR committee for this.
acknowledgements
Your Directors wish to place on record their appreciation for the valuable co-operation and assistance extended by Maruti Suzuki India Limited., Suzuki Motors Corporation, Japan, Government of India, Government of Haryana and the Companyâs bankers for their continued support and guidance. The Directors also commend the continuing commitment and dedication of the employees at all levels and are thankful to the shareholders for their continued patronage, trust and confidence in the Company.
For and on Behalf of the Board
Machino plastics Limited
Sd/- Sd/-
Aditya Jindal Sanjiivv Jindall
Executive Director cum CFO Chairman cum Managing Director
Date : 26th May, 2017
Place : Gurgaon
Mar 31, 2016
Dear Members,
The Directors have pleasure in presenting the 31st Annual Report and Audited Financial Statements for the Financial Year ended 31st March, 2016.
FINANCIAL SUMMARY AND HIGHLIGHTS
(Rs. In Lacs)
Financial Performance |
2014-15 |
2015-16 |
Income from operation (net of excise) |
19,646.40 |
20,642.46 |
Other Income |
36.24 |
8.18 |
Profit(before financial charges, depreciation and tax) |
1,856.13 |
2,179.51 |
Financial Charges |
535.33 |
401.00 |
Depreciation & Impairment expenses |
1,134.83 |
1258.60 |
Profit before tax |
185.97 |
519.91 |
Provision for tax(after adjustment of deferred tax) |
(45.63) |
372.08 |
Profit after tax |
231.60 |
147.83 |
The turnover of your Company has increased by 5.07% from 19,646.40 lacs in 2014-15 to 20,642.46 lacs in current year. Your Company has earned a pretax profit of Rs 519.91 lacs as compared to profit of Rs.185.97 lacs in the last year.
RESULTS OF OPERATIONS
OPERATIONS:
During the year under review, the following are the highlights of your Company:
- Achieved a turnover during 2015-16 is Rs. 20,642.46 lacs as compared to Rs. 19,646.40 lacs during 2014-15 reflecting an increase of 5.07%.
- Profit before tax during 2015-16 is Rs.519.91 lacs against pretax profit during the year 2014-15 of Rs. 185.97 lacs.
- Profit after tax during 2015-16 is Rs. 147.83 lacs against post tax profit during the year 2014-15 of Rs. 231.60 lacs.
- Pre-tax Cash Profit during 2015-16 is Rs 1,778.51 lacs against pre-tax cash profit during the year 2014-15 of Rs. 1,320.80 lacs.
INTERNAL FINANCIAL CONTROL
Your company has in place adequate internal financial controls in accordance to the size of the company and with reference to financial statement. The internal financial controls have been regularly reviewed by the auditors of your company and no reportable material weakness in the design or operation was observed.
DIVIDEND
Your Directors recommend a dividend of 10% (i.e., Rs. 1 per equity shares of Rs. 10 each) of the financial year 2015-16 amounting to Rs.61,36,800/-. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.
The dividend shall be paid to members whose names appear in the Registrar of Members as on 29th July, 2016 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owner as on that date. The dividend income is tax free in the hands of the shareholders.
AMOUNT TRANSFERRED TO RESERVE
Your company proposed to transfer an amount of Rs. 30,00,000 to general reserve out of the profits of the company.
EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in Form No. MGT - 9 in accordance with the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as âAnnexure -I'' to this Report
NUMBER OF BOARD MEETINGS
The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORâS RESPONSIBILITY STATEMENT
Pursuant to Section 134 sub section 5 of the Companies Act, 2013 the directors of your company state-
- That in preparation of the annual accounts for the financial year ended 31St March, 2016, the applicable accounting standards have been followed and there are no material departures from the same.
- That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year as at 31st march, 2016 and of the profit of the Company for the year ended 31st March, 2016.
- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.
- That the annual accounts have been prepared on a going concern basis.
- That proper internal financial controls laid down by the directors to be followed by the Company and that such internal financial controls are adequate and is operating effectively; and
- That proper system to ensure compliance with the provisions of all applicable laws is adequate and is operating effectively.
DECLARATION BY INDEPENDENT DIRECTOR
Your Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under the Companies Act, 2013 read with Schedule and Rules issued there under, and also in accordance to Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.
REMUNERATION POLICY
Your company has adopted the remuneration policy in accordance with Section 178 read with rules made there under for director''s appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director, etc. in the meeting of Board of Directors of the Company held on 9th Feb, 2015 in line with the recommendation of Nomination and Remuneration Committee; whose meeting also held on the same date. The remuneration policy of your Company is annexed in Annexure-II.
The policy has been disclosed on the website of the company.
AUDIT AND AUDITORâS REPORT: STATUTORY AUDITORS:
M/s. Goel Garg & Company, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold till the conclusion of ensuing Annual General Meeting.
STATUTORY AUDITORâS REPORT
There are no such observations in the statutory audit report which needs to be explained by your Company. The observation of the auditors is self- explanatory and/or is suitably explained in the notes to the accounts.
SECRETARIAL AUDITOR:
M/s A.K Associates, Practicing Company Secretary, were appointed as Secretarial Auditor for the financial year 2015-16 for secretarial audit of your company.
SECRETARIAL AUDIT REPORT
There are no such observations in the secretarial audit report which needs to be explained by your Company. The report of secretarial auditor is annexed to this report as Annexure VIII.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT BY THE COMPANY
Your Company has not given any loan, guarantee or made any investment in any other body corporate as per the provision of section 186 of the Companies Act, 2013.
RELATED PARTIES TRANSACTIONS
All related party transactions that were entered into during the financial year 2015-16 were in the ordinary course of business and on an arm''s length basis or with required approvals. Your company has also adopted a policy on materiality of related parties transaction and also dealing with related parties'' transaction as approved by the Board. The policy has been disclosed on the website of your company at www.machino.com.
The details of related parties transaction whether requiring approvals or otherwise, as per the provision of Section 188 of the Companies Act, 2013 form AOC-II is annexed in Annexure-III.
STATE OF COMPANYâS AFFAIR
Your company is a joint venture Company of Maruti Suzuki India Limited, Suzuki Motor Corporation and Jindal''s. Your company was incorporated in 1986. The shares of your company are listed on Bombay Stock Exchange Limited. Your company is engaged in the production of plastics moulded automotive components. Your company has two operative plants in Gurgaon and Manesar. The plants in Pithampur is yet to commence production. Your company is a going concern.
During the year under review, your company has not made any default in repayment of any of its term loans, have met generally all its obligation in time including its tax liabilities.
DETAILS OF SIGNIFICANT AND MATERIAL ORDER
No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status and future operations of your company.
MATERIAL CHANGES AND COMMITMENTS
No significant changes and commitments affecting the financial position of your company from the financial year ending on 31st March, 2016 till the date of this report.
CONSERVATION OF ENERGY
Continuous overhauling of equipments and awareness amongst employees has helped to avoid wastage of energy.
Series of steps have been taken to identify areas of excess consumption of power and checks have been strengthened at these points and various alternative sources of energies are utilized.
Data regarding energy consumed is given hereunder:
Power & Fuel Consumption |
2014-15 |
2015-16 |
1. Electricity |
||
(a) Purchase units/ co-generated |
12,085,223 |
1,31,14,418 |
Total Cost (Rs. In lacs) |
1,072.22 |
1,163.35 |
Rate per units |
8.87 |
8.87 |
(b) Own Generation - D.G. Set |
||
Units generated |
2,57,654 |
2,19,427 |
Fuel Cost (Rs. In Lacs) |
41.42 |
32.24 |
Fuel cost per unit |
16.08 |
14.69 |
2. Coal |
NIL |
NIL |
3. Furnace Oil |
NIL |
NIL |
4. Other / Internal generation |
NIL |
NIL |
TECHNOLOGY ABSORPTION
A statement giving details of technology absorption in accordance with the above Rules is annexed hereto as Annexure IX and forms part of the Report.
FOREIGN EXCHANGE EARNING & OUTGO
Rs. In Lacs
Total foreign exchange earning 85.36
Total foreign exchange outgo 195.70
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your company already has âRisk Management Policyâ in writing which is also uploaded on the website of the company. The policy is regularly reviewed. Your company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
Your company has also constituted a risk management committee during the year under review the details of which is given in the Corporate Governance section of the Annual Report.
ANNUAL EVALUATION OF PERFORMANCE
The performance evaluation of all:
- independent directors were made by Board (excluding the director who performance is being evaluated),
- non independent directors were made by the independent directors in its meeting
- the board committees and of the board as whole was made by Nomination and Remuneration Committee
Your company has also adopted a policy for evaluation of performance of the board and individual director in the meeting of the board of directors in line with the recommendation of Nomination and Remuneration Committee. The policy of annual evaluation is annexed in Annexure - IV.
The policy has also been disclosed on the website of the company.
VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, your Company has established the Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for directors and employees of the Company to report genuine concerns or grievances. The Vigil Mechanism provides the safeguard against the victimization of person who uses such mechanism.
During the financial year 2015-16, all the directors and employees had full access to approach the Vigil Mechanism Officer. No complaint was received during the year 2015-16 of any sort from any directors and employee of your company.
The detail of establishment of such mechanism is also disclosed on the website of the Company and also enclosed as per Annexure -V.
DIRECTORS
Appointments:
During the Financial Year 2015-16, Mr. Aditya Jindal was appointed as an Additional Director/Executive Director of your Company at the meeting of the Board of Directors held on 13th February, 2016 and subsequently he will be appointed as an Executive Director by the shareholders at the AGM held on 29th July, 2016.
Cessations:
Mr. G.C. Dwivedi an Independent Director of your Company demised on 5th March, 2016 .Therefore, he ceases to be the Director of your Company w.e.f. 5th March, 2016.
Resignation:
In accordance with the provisions of Section 168(1) of Companies Act, 2013, Mr M.D.Jindal, the Executive Chairman of your company has resigned w.e.f. 01st June, 2016.
AUDIT COMMITTEE
The details of the Audit Committee Including its composition and terms of reference mentioned in the Corporate Governance Report forms part of Director''s Report.
FAMILIRISATION PROGRAMME FOR THE INDEPENDENT DIRECTOR
Your Company has organized a familiarization programme for the independent directors as per the requirement of the Companies Act, 2013 along with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The details of such familiarization programme are also uploaded on the website of the company at www.machino. com.
LISTING
The Equity Shares of the Company are listed on Bombay Stock Exchange. The company has paid listing fees to the Stock Exchange for the year 2016-17.
CORPORATE GOVERNANCE
Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization''s corporate governance philosophy is directly linked to high performance.
Pursuant to Regulation 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, Reports on Corporate Governance has been included in this annual report as a separate section (forming a part of Director''s Report)along with the Auditor''s Certificate.
DEPOSITS
Your Company has not accepted any deposits under Section 73 of the Companies Act, 2013 & rules made there under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the annual report.
DETAILS OF SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES
None of the company has become or ceased to become the subsidiary, joint venture or associate of your Company during the financial year 2015-16.
PARTICULAR OF EMPLOYEES
Details of employee of the Company as specified under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto as Annexure-VI and forms part of the report.
ENVIRONMENT
The Company is not involved in any type of activity hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollutions. As an environment conscious responsible corporate citizen, your Company has implemented GSCM (Green Supply Chain Management) standards and is ISO14001 certified holder. The Company has also achieved ISO 18001-OHSAS certification for occupational health and safety.
CORPORATE SOCIAL RESPONSIBILITY
The provision of section 135(1) of Companies Act 2013 i.e. Corporate social responsibility is not applicable on your company. Therefore your company has not constituted CSR committee for this.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the valuable co-operation and assistance extended by Maruti Suzuki India Limited., Suzuki Motors Corporation, Japan, Government of India, Government of Haryana and the Company''s bankers for their continued support and guidance. The Directors also commend the continuing commitment and dedication of the employees at all levels and are thankful to the shareholders for their continued patronage, trust and confidence in the Company.
For and on behalf of the Board
Machino Plastics Limited
Sd/- Sd/-
Place : Gurgaon Aditya Jindal Sanjiivv Jindall
Date : 27th May, 2016 Executive Director Chairman
Mar 31, 2015
The Members,
The directors have pleasure in presenting the 30th Annual Report
together with audited statement of accounts for the financial year
ended 31st March, 2015.
FINANCIAL SUMMARY AND HIGHLIGHTS
(Rs. In Lacs)
Financial Performance 2013-14 2014-15
Income from operation (net of excise) 16,638.64 19,646.40
Other Income 23.15 36.24
Profit (before financial charges,
depreciation and tax) 1,370.98 1,856.13
Financial charges 470.01 535.33
Depreciation 1,318.66 1,134.83
Prior period items (20.16) -
Profit before tax (397.53) 185.97
Provision for tax (after adjustment of deferred tax) (156.16) (45.63)
Profit after tax (241.37) 231.60
The turnover of your company has increased by 18.08% from 16,638.64
lacs in 2013-14 to 19,646.40 in current year. Your company has earned a
pretax profit of Rs. 185.97 lacs as compared to loss of Rs. 397.53 lacs
in the last year.
OPERATIONS:
Your company has acquired 2 Acres leasehold land in Industrial Area in
Pithampur (M.P) and has constructed factory building thereof to
manufacture plastics molding components. However the company is yet to
commence production from this location due to lack of adequate business
to make this unit viable.
During the year under review, the following are the highlights of your
company:
- Achieved a turnover of Rs. 19,646.40 lacs as compared to Rs.
16,638.64 lacs during 2013-14 reflecting an increase of 18.08%.
- Profit before tax during 2014-15 is Rs. 185.97 lacs against pretax
loss during the year 2013-14 of (Rs. 397.53 lacs)
- Profit after tax during 2014-15 is Rs. 231.60 lacs against post tax
loss during the year 2013-14 of (Rs. 241.37 lacs).
- Cash profit of Rs. 1320.8 lacs during the year 2014-15 against cash
profit during the year 2013-14 of Rs. 921.13 lacs.
INTERNAL FINANCIAL CONTROL
Your company has in place adequate internal financial controls in
accordance to the size of the company and with reference to financial
statement. The internal financial controls have been regularly reviewed
by the auditors of your company and no reportable material weakness in
the design or operation was observed.
DIVIDEND
Your directors recommend a dividend of 10% (i.e., Re. 1/- per equity
shares of Rs. 10/- each) of the financial year 2014-15 amounting to Rs.
61,36,800/-. The dividend payout is subject to the approval of the
members at the ensuing Annual General Meeting.
The dividend shall be paid to members whose names appear in the
Register of Members as on 11th August, 2015 and in respect of shares
held in dematerialized form, it will be paid to members whose names are
furnished by National Securities Depository Limited and Central
Depository Services (India) Limited, as beneficial owner as on that
date. The dividend income is tax free in the hands of the shareholders.
AMOUNT TRANSFERRED TO RESERVE
Your company proposed to transfer an amount of Rs. 25,00,000/- to
general reserve which is 10% of the profits of the company.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return of your Company is annexed hereto as
Annexure-I and form part of the report. NUMBER OF THE BOARD MEETINGS:
The board of your company met four times during the financial year
2014-15. The details of which is as under:
S.No. Date Board strength No. of Directors present
1 26.05.2014 8 7
2. 12.08.2014 8 4
3. 18.11.2014 8 5
4. 09.02.2015 8 8
DIRECTORS'' RESPONSIBILITY STATEMENT:
In compliance with Section 134 sub section 5 of the Companies Act, 2013
the directors of your company subject
to notes appended to accounts and auditors'' report, confirm:
- That in preparation of annual accounts for the financial year ended
31st March, 2015, the applicable accounting standards have been
followed and that there are no material departures.
- That such accounting policies have been selected and applied
consistently and such judgments and estimates made are reasonable and
prudent so as to give true & fair view of the state of affairs of the
company at the end of the financial year as at 31st March, 2015 and of
the profit of the Company for the year ended 31st March, 2015.
- That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
- That the annual accounts have been prepared on a going concern
basis.
- The internal financial control of the Company as laid down by
directors to be followed by the company is adequate and is operating
effectively; and
- The system for compliance with the provisions of all applicable
laws is adequate and is operating effectively
DECLARATION BY INDEPENDENT DIRECTOR
Your Company has received the statement of declaration by Independent
Director under the Companies Act, 2013 and also in accordance to
listing agreement. The Board of Directors of your company is satisfied
that all the independent directors of your company meet the criterion
for independence.
REMUNERATION POLICY
Your company has adopted the remuneration policy for director''s
appointment and remuneration including the criteria for determining
qualifications, positive attributes, independence of a director, etc.
in the meeting of board of directors of the company held on 9th Feb,
2015 in line with the recommendation of Nomination and Remuneration
Committee; whose meeting also held on the same date. The remuneration
policy of your company is annexed in Annexure - II.
The policy has also been disclosed on the website of the company.
AUDIT AND AUDITORS'' REPORT:
STATUTORY AUDITORS:
M/s. Goel Garg & Company, Chartered Accountants, was appointed as
Statutory Auditors of the company to hold office till the conclusion of
ensuing Annual General Meeting.
STATUTORY AUDITORS'' REPORT:
The observation of the auditors is self-explanatory and / or is
suitably explained in the notes to the accounts. There is no such
observations in the auditor report which needs to be explained by your
company. The report of Statutory Auditor is annexed separately in this
annual report.
SECRETARIAL AUDITOR:
M/s. A. K. Associates, Practicing Company Secretary, were appointed as
Secretarial Auditor for the financial year 2014-15 for secretarial
audit of your company.
SECRETARIAL AUDIT REPORT
There are no such observations in the secretarial audit report which
needs to be explained by your company. The report of the secretarial
auditor is annexed to this report as Annexure VIII.
COST AUDITORS:
The H. Tara & Co. has been appointed as cost auditor of the company for
the Year 2014-15.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT BY THE COMPANY
Your Company has not given any loan, guarantee or made any investment
in any other body corporate as per the provision of section 186 of the
Companies Act, 2013.
RELATED PARTIES TRANSACTION
Contracts/ arrangements/ transactions entered by your company during
the financial year 2014-15 with the related parties were in the
ordinary course of business and on an arm''s length basis or with
required approvals. Your company has also adopted a policy on
materiality of related parties'' transaction and also dealing with
related parties'' transaction as approved by the board. The policy has
also been disclosed on the website of your company at www.machino.com
The details of related parties'' transaction whether requiring approvals
or otherwise, as per the provision of section 188 of the Companies Act,
2013 in form AOC - II is annexed in Annexure - III.
STATE OF COMPANY''S AFFAIR
Your company is joint venture Company of Maruti Suzuki India Limited,
Suzuki Motor Corporation. Your company was incorporated in 1986. The
shares of your company are listed on Bombay Stock Exchange Limited.
Your company is engaged in production of plastics moulded automotive
components. Your company has three plants
in Gurgaon, Manesar and Pithampur. The plants in Gurgaon and Manesar
are operational and one in Pithampur is yet to commence production.
Your company is a going concern.
During the year under review, your company has not made any default in
repayment of any of its term loans, have met generally all its
obligation in time including its tax liabilities.
DETAILS OF SIGNIFICANT AND MATERIAL ORDER
No significant or material orders have been passed by any regulators or
court or tribunals impacting the going concern status and future
operations of your company.
MATERIAL CHANGES AND COMMITMENTS
No significant changes and commitments affecting the financial position
of your company from the financial year ending on 31st March, 2015 till
the date of this report.
CONSERVATION OF ENERGY
Continuous overhauling of equipments and awareness amongst employees
has helped to avoid wastage of energy. New investments have been made
to monitor consumption of energy at various levels.
Series of steps have been taken to identify areas of excess consumption
of power and checks have been strengthened at these points and various
alternative sources of energies are utilized.
Data regarding energy consumed is given hereunder:
TECHNOLOGY ABSORPTION
A statement giving details of technology absorption in accordance with
the above Rules is annexed hereto as Annexure IX and forms part of the
Report.
RISK MANAGEMENT POLICY
Your company already has "Risk Management Policy" in writing which
is also uploaded on the website of the company. The policy is regularly
updated taking in to consideration the changes taking place in the
business environment. Your company manages monitors and reports on the
principal risks and uncertainties that can impact its ability to
achieve its strategic objectives.
Your company has also constituted a risk management committee during
the year under review the details of which is given in the Corporate
Governance section of the Annual Report.
ANNUAL EVALUATION OF PERFORMANCE
The performance evaluation of all:
- independent directors were made by Board (excluding the director
whose performance is being evaluated),
- non independent directors were made by the independent directors in
its meeting
- the board committees and of the board as whole was made by
Nomination and Remuneration Committee
Your company has also adopted a policy for evaluation of performance of
the board and individual director in the meeting of the board of
directors in line with the recommendation of Nomination and
Remuneration Committee. The policy of annual evaluation is annexed in
Annexure -V.
The policy has also been disclosed on the website of the company.
VIGIL MECHANISM
Your Company has established the Vigil Mechanism for directors and
employees of the Company to report genuine concerns or grievances. The
Vigil Mechanism provides the safeguard against the victimization of
person who uses such mechanism.
During the financial year 2014-15, all the directors and employees had
full access to approach the Vigil Mechanism Officer. No complaint was
received during the year 2014-15 of any sort from any directors and
employee of your company.
The detail of establishment of such mechanism is also disclosed on the
website of the Company and also enclosed as per Annexure -VI.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company Mr. M. D. Jindal and Mr. A. K.
Tomer retire by rotation and being eligible offer themselves for
reappointment.
Mr. R. L. Gaggar, Mr. R. Krishnan, Mr. S. Balasubramanian and Mr. G. C.
Dwivedi are appointed as Independent Director of the company under
section 149 of the Companies Act, 2013 and other applicable laws for
the period of five years ending on 31st March, 2019 and are not liable
to retire by rotation.
Mr. Sanjiivv Jindall was appointed as Managing Director of the Company
for the period of three years ending on 31st March, 2017.
During the year under review Mr. Masayuki Kamiya has resigned as a
director of your company on 12.08.2014 and Mr. Masami Nishio was
appointed as additional director of your company at the meeting of the
board of directors held on 12th Aug, 2014 w.e.f. 12th August, 2014; as
a result of the casual vacancy created due to resignation of Mr.
Masayuki Kamiya and Mr. Masami Nishio is seeking regular appointment in
this Annual General Meeting.
Mrs. Anupam Gupta was appointed as women director on the Board of the
Company by the Board of Directors in their meeting held on 9th Feb,
2015. Mrs. Anupam Gupta is seeking regular appointment in this Annual
General Meeting.
Your Company has adopted a Board Diversification policy for ensuring
that the board has the personnel from various field having required
experience and knowledge as required for efficiently working of your
company. The policy has also been put up on the website of the company
on www.machino.com
KEY MANAGERIAL PERSONNEL
The board of directors of your company has designated the following
personnels as Key Managerial Personnel during the year under review:
- Mr. Sanjiivv Jindall- Managing Director
- Mr. Aditya Jindal - Chief Financial Officer
- Mr. Surya Kant Agrawal - Company Secretary
COMPOSITION OF AUDIT COMMITTEE
The composition of Audit Committee is as under:
Director Executive/Non-executive/ Position Remarks
Independent
Mr. R L Gaggar Independent Chairman/Member -- Mr. M D Jindal Promoter
Member -- Mr. R Krishnan Independent Chairman/Member -- Mr. G C Dwivedi
Independent Member -- Mr. S. Balasubramanian Independent Member --
FAMILIRISATION PROGRAMME FOR THE INDEPENDENT DIRECTOR:
Your company has organized a familiarization programme for the
independent directors as per the requirement of the Companies Act, 2013
along with the requirement of Listing Agreement.
The details of such familiarization programme is also uploaded on the
website of the company at www.machino. com
LISTING:
The Equity Shares of the company are listed at Bombay Stock Exchange.
The company has paid listing fees to the stock exchange for the year
2015-16.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Reports on Corporate Governance and Management Analysis &
Discussion Report have been included in this annual report as a
separate section (forming part of Directors'' Report) along with the
Auditors'' Certificate.
DEPOSITS
Your company has not accepted any deposits under section 73 of the
Companies Act, 2013 & rules made there under.
DETAILS OF SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES
None of the company has become or ceased to become the subsidiary,
joint venture or associate of your company during the financial year
2014-15
PARTICULARS OF EMPLOYEES
Details of employee of the company as specified under section 197 of
the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto
as Annexure-VII and form part of the report.
ENVIRONMENT
The Company is not involved in any type of activity hazardous to
environment and does not discharge any trade effluents (solid, liquid
or gaseous) causing pollutions. As an environment conscious responsible
corporate citizen, your company has implemented GSCM (Green Supply
Chain Management) standards and is ISO14001 certified holder. The
company has also achieved ISO18001-OHSAS certification for occupational
health and safety.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to gratefully acknowledge the
valuable co-operation and assistance extended by Maruti Suzuki India
Ltd., Suzuki Motors Corporation, Japan, Government of India, Government
of Haryana and the Company''s bankers for their continued support and
guidance. Your directors also wish to place on record their sincere
appreciation of the dedication and efforts shown by all employees of
the company and are thankful to the shareholders for their continued
patronage, trust and confidence in the company.
For and on behalf of the Board
Machino Plastics Limited
Sd/-
Place : Gurgaon Murli Dhar Jindal
Date : 30th May, 2015 Chairman
Mar 31, 2014
The Members,
The directors have pleasure in presenting the 29th Annual Report of
the company together with audited statement of accounts for the
financial year ended 31st March, 2014.
FINANCIAL REVIEW:
Financial Performance (Rs. In Lacs) (Rs. In Lacs)
2012-13 2013-14
Turnover 19,651.74 19,282.78
Less Excise Duty 2,691.25 2,644.13
Net Turnover 16,960.49 16,638.65
Other Income/Prior Period Items 76.17 43.31
Profit/(Loss) before
Depreciation, Tax 1,219.72 921.13
Less Depreciation 1,311.06 1,318.66
Profit/(Loss) before Taxation (91.34) (397.53)
Provision for Taxation(-)/
Deferred Tax (41.40) 156.16
Profit after Taxation/
Net Profit/(Loss) (132.74) (241.37)
OPERATIONS:
During the year, your Company achieved a turnover of Rs 16,638.65 lacs
as compared to Rs. 16,960.49 lacs in 2012-13 reflecting a fall of 1.9%.
Your company has acquired Land in Pithampur (Indore) and has started
construction of the building to manufacture plastic moulding
components. The Company is likely to commence its business from July,
2014.
DIVIDEND:
For reason of abundant prudence and development and investment in
Pithampur where your company is expanding; the board of directors of
your Company has decided not to recommend any dividend.
FOREIGN EXCHANGE:
Company has total foreign exchange earnings of Rs. 123.94 lacs during
the relevant financial year which is primarily the payment received for
mould from Volvo Truck Corporation for the parts to be made for them.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In compliance with Section 217 (2AA) of the Companies Act, 1956 as
amended by the Companies Amendment Act, 2000, the directors of your
company subject to notes appended to accounts and auditors'' report,
confirm:
- That in preparation of annual accounts for the financial year ended
31st March, 2014, the applicable accounting standards have been
followed and that there are no material departures.
- That such accounting policies have been selected and applied
consistently and such judgments and estimates made are reasonable and
prudent so as to give true & fair view of the state of affairs of the
company at the end of the financial year as at 31st March, 2014 and of
the profit of the Company for the year ended 31st March, 2014.
- That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
- That the annual accounts have been prepared on a going concern
basis.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company Mr. A. K. Tomer, Mr. Masayuki
Kamiya and Mr. M D Jindal retire by rotation at the ensuing Annual
General Meeting and being eligible offer themselves for reappointment.
Mr. R L Gaggar, Mr. G C Dwivedi, Mr. R Krishnan and Mr. S
Balasubramanian, Independent Directors are seeking reappointment at the
ensuing Annual General Meeting of the Company under section 149 of the
Companies Act 2013 & other applicable laws, for a period of five years
without being liable to retire by rotation.
LISTING:
The Equity Shares of the company are listed at Bombay Stock Exchange.
The company has paid listing fees to the stock exchange for the year
2014-15.
STATUTORY AUDITORS:
M/s Goel Garg & Company, Chartered Accountants, the statutory auditors
of the company retire at the ensuing Annual General Meeting of the
company and being eligible, offer themselves for reappointment. The
Company has received their certificate under section 141 of the
Companies Act 2013.
AUDITORS'' REPORT:
Member''s attention is drawn to the various observations made by the
Statutory Auditors in their CARO Report. With regard to auditors
observation under para (xvii) regarding the temporary use of funds
raised on short- term basis, for long-term investment in fixed assets
and loans and advances, it is informed that the company has incurred
the losses and despite of this fact has met its repayment commitments
of term borrowings in time without default, added fixed assets and
hence the mismatch in term borrowings and fixed assets. The company
shall strive to correct the anomaly in future.
SECRETARIAL AUDIT REPORT:
There are no such observations in the Secretarial Audit Report which
needs to be explained by your company. COST AUDITORS:
H. Tara & Co. has been appointed as Cost Auditors of the company for
the Year 2013-14.The due date for
filing cost audit report for the year 2013-14 is 180 days from the end
of financial year 2013-14.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Reports on Corporate Governance and Management Analysis &
Discussion Report have been included in this annual report as separate
Annexure to the Directors'' Report along with the Corporate Governance
Compliance Certificate.
DEPOSITS
Your company has not accepted any deposits u/s 58A of the Companies
Act, 1956 & rules made there under.
PARTICULARS OF EMPLOYEES
Details of employee of the company as specified by section 217(2A) of
the companies Act, 1956 read with the Companies (Particulars of
Employee) Rules, 1975 as amended by Companies (Particulars of
Employees) Rules, 2002 are annexed hereto as Annexure-II and form part
of the report.
ADDITIONAL INFORMATION
Information pursuant to section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the report of
Board of Directors) Rules, 1988 is furnished hereunder:
A. CONSERVATION OF ENERGY
Continuous overhauling of equipments and awareness amongst employees
has helped to avoid wastage of energy. New investments have been made
to monitor consumption of energy at various levels.
Series of steps have been taken to identify areas of excess consumption
of power and checks have been strengthened at these points.
Data regarding energy consumed is given hereunder:
B. TECHNOLOGY ABSORPTION
A statement giving details of technology absorption in accordance with
the above Rules is annexed hereto as Annexure I and forms part of the
Report.
ENVIRONMENT
The Company is not involved in any type of activity hazardous to
environment and does not discharge any trade effluents (solid, liquid
or gaseous) causing pollutions. As an environment conscious responsible
corporate citizen, your company has implemented GSCM (Green Supply
Chain Management) standards and is ISO14001 certified holder. The
company has also achieved ISO18001- OHSAS certification for
occupational health and safety.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
valuable co-operation and assistance extended by Maruti Suzuki India
Ltd., Suzuki Motors Corporation, Japan, Government of India, State
Government of Haryana and the Company''s bankers for their continued
support and guidance. Your directors also wish to place on record their
sincere appreciation of the dedication and efforts shown by all
employees of the company and are thankful to the shareholders for their
continued patronage, trust and confidence in the company.
For and on behalf of the Board
Machino Plastics Limited
Sd/-
Place : Gurgaon M.D. Jindal
Date : 26th May, 2014 (Chairman)
Mar 31, 2013
The Members,
The directors have pleasure in presenting the 28th Annual Report
together with audited statement of accounts for the fnancial year ended
31st March, 2013.
OPERATION REVIEW:
India''s largest car maker Maruti Suzuki India Ltd believes growth in
the domestic passenger vehicle industry may languish in the single
digits for the next three years, painting a grim picture for a market
that was once among the brightest spots in the global auto business.
Not only has the frm cut its forecast for the passenger car market to
four million units by 2015-16, from its earlier projection of fve
million, but it has also said it is aiming at maintaining its current
market share of 40%, and not chasing the 50% it once targeted.
The automobile market remained stagnant during the year and there has
been marginal increase in sales of our main customer Maruti Suzuki
India Limited. Maruti Suzuki India Ltd sold in domestic market a total
of 1,051,046 vehicles in 2012-13. The total sales numbers in 2012-13
has increased by 4.4% over preceding fnancial year. Maruti Suzuki''s
domestic sale in 2011-12 was 1,006,316 vehicles.
Your company has acquired Land in Pithampur (Indore), Madhya Pradesh
and has started construction of the building to manufacture plastic
moulding components. The Company is likely to commence its business
from April, 2014.
FINANCIAL REVIEW:
Financial Performance
(Rs. In Lacs) (Rs. In Lacs)
2012-13 2011-12
Income from operation
(net of excise) 16,960.49 15,235.05
Other Income 76.17 220.48
Proft (before fnancial
charges, depreciation and tax) 1,685.03 1,612.51
Financial charges 465.31 480.02
Depreciation 1,311.06 1,179.51
Proft before tax (91.34) (47.02)
Provision for tax (after
adjustment of deferred tax) 41.40 53.10
Proft after tax (132.74) (100.12)
The turnover of the company has increased by 11.33% approx. i.e. from
Rs. 15,235.05 Lacs in 2011-12 to Rs.16,960.49 Lacs in current year.
Company has incurred a pretax loss of Rs. 91.34 lacs as compared to
loss of Rs. 47.02 lacs of last year.
DIVIDEND:
The company is expanding and setting up a new plant at Pithampur
(Indore), Madhya Pradesh. Company needs to preserve resources,
therefore for abundant prudence, the board of your Company has decided
not to recommend any dividend.
FOREIGN EXCHANGE:
Company has total foreign exchange earnings of Rs.294.65 lacs during
the relevant fnancial year which is primarily the payment received for
moulds from Volvo Truck Corporation for the parts to be made for them.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In compliance with Section 217 (2AA) of the Companies Act, 1956 as
amended by the Companies Amendment Act, 2000, the directors of your
company subject to notes appended to accounts and auditors'' report,
confrm:
- That in preparation of annual accounts for the fnancial year ended
31st March, 2013, the applicable accounting standards have been
followed and that there are no material departures.
- That such accounting policies have been selected and applied
consistently and such judgements and estimates made are reasonable and
prudent so as to give a true & fair view of the state of affairs of the
company at the end of the fnancial year as at 31st March, 2013 and of
the proft of the Company for the year ended 31st March, 2013.
- That proper and suffcient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
- That the annual accounts have been prepared on a going concern basis.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company Mr. G C Dwivedi, Mr. S.
Balasubramanian and Mr. M.D Jindal retire by rotation and being
eligible offer themselves for reappointment.
LISTING:
The Equity Shares of the company are listed at Bombay Stock Exchange.
The company has paid listing fees to the stock exchange for the year
2013-14.
AUDITORS:
M/s Goel Garg & Company, Chartered Accountants, the statutory auditors
of the company retire at the conclusion of ensuing Annual General
Meeting of the company and being eligible, offer themselves for
reappointment.
AUDITORS'' REPORT:
The observation of the auditors is self explanatory and / or is
suitably explained in the notes to the accounts. The auditors have
made following qualifcation/ observation which is suitably replied:
Qualifcation
- Managerial remuneration paid during the year ended 31st March, 2013
to the Managing Director & Whole Time Director exceeds the limit
prescribed by the section 198 and 309 of companies Act, 1956 by an
amount of Rs. 18,00,000. The Company is in the process of fling an
application with the central government seeking approval for the excess
remuneration paid as above. Pending approval of central government, we
are unable to comment on the impact of this excess payment on the Loss
for the year ended 31st March, 2013 & corresponding impact on reserve &
surplus as at 31st March, 2013.
Emphasis of Matter
- We draw users'' attention to note no. 30 to fnancial statement, where
in the Hon''ble High Court of Punjab and Haryana has awarded enhanced
compensation to land looser in respect of land acquired by HSIIDC, a
Government Agency, from whom the company has purchased on 16th March,
2005, four acres of land for its factory at Manesar In turn HSIIDC has
demanded a sum of Rs. 42,320,250 in respect of land allotted to the
company. IMT Manesar Association has fled petition in the Hon''ble High
Court of Punjab and Haryana challenging the demand on behalf of
industries of Manesar. The Hon''ble High Court has directed allotees, in
the hearing dated 30th April, 2013 to deposit 40% of demanded amount,
pending fnal judgement. The Company has not yet paid any amount.
However in case, the said enhancement is paid the same will form of
cost of free hold land at Manesar .Our opinion is not
qualifed in respect of this matter.
Management Reply
- Company will make application to the Central Government for approval
of remuneration of Mr Sanjiivv Jindall, Managing Director of the
Company after obtaining consent of the shareholders in ensuing Annual
General Meeting.
- Payment of enhanced compensation plus interest to be made to HSIIDC
authorities shall be adjusted from the land revaluation reserve/cost of
land.
COST AUDITORS:
The H. Tara & Co. has been appointed as cost auditor of the company for
the Year 2012-13.The due date for fling cost audit report is 180 days
from the end of fnancial year 2012-13.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Reports on Corporate Governance and Management Analysis &
Discussion Report have been included in this annual report as a
separate section (forming part of Directors'' Report) along with the
Auditors'' Certifcate.
DEPOSITS
Your company has not accepted any deposits u/s 58A of the Companies
Act, 1956 & rules made there under.
PARTICULARS OF EMPLOYEES
Details of employee of the company as specifed by section 217(2A) of
the companies Act, 1956 read with the Companies (Particulars of
Employee) Rules, 1975 as amended by Companies (Particulars of
Employees) Rules, 2002 are annexed hereto as Annexure-II and form part
of the report.
ADDITIONAL INFORMATION
Information pursuant to section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the report of
Board of Directors) Rules, 1988 is furnished hereunder:
A. CONSERVATION OF ENERGY
Continuous overhauling of equipments and awareness amongst employees
has helped to avoid wastage of energy. New investments have been made
to monitor consumption of energy at various levels.
Series of steps have been taken to identify areas of excess consumption
of power and checks have been strengthened at these points.
B. TECHNOLOGY ABSORPTION
A statement giving details of technology absorption in accordance with
the above Rules is annexed hereto as Annexure I and forms part of the
Report.
C. FOREIGN EXCHANGE EARNING & OUTGO
Rs. In Lacs
Total foreign exchange earning 294.65
(Primarily payment for mould
received from Volvo Truck Corporation)
Total foreign exchange outgo 1093.34
D. ENVIRONMENT
The Company is not involved in any type of activity hazardous to
environment and does not discharge any trade effuents (solid, liquid or
gaseous) causing pollutions. As an environment conscious responsible
corporate citizen, your company has implemented GSCM (Green Supply
Chain Management) standards and is ISO14001 certifed holder. The
company has also achieved ISO18001-OHSAS certifcation for occupational
health and safety.
ACKNOWLEDGEMENT
Your Directors take this opportunity to gratefully acknowledge the
valuable co-operation and assistance extended by Maruti Suzuki India
Ltd., Suzuki Motors Corporation, Japan, Government of India, Government
of Haryana and the Company''s bankers for their continued support and
guidance. Your directors also wish to place on record their sincere
appreciation of the dedication and efforts shown by all employees of
the company and are thankful to the shareholders for their continued
patronage, trust and confdence in the company.
For and on behalf of the Board
Machino Plastics Limited
Sd/-
Place : Gurgaon M.D. Jindal
Date : 3rd June, 2013 (Chairman)
Mar 31, 2012
The directors have pleasure in presenting the 27th Annual Report
together with audited statement of accounts for the financial year
ended 31st March, 2012.
OPERATION REVIEW:
The automobile market remained stagnant during the year and sales of
our main customer Maruti Suzuki India Limited is went down. Maruti
Suzuki India Ltd sold in domestic market a total of 10,06,316 vehicles
in 2011-12. The total sales numbers in 2011-12 was lower by 11.20% over
preceding financial year. Maruti Suzuki's domestic sale in 2010-11
was 11,32,739 vehicles.
During the year, your company has installed 7 new injection Moulding
machines for manufacturing of automotive components at Manesar plant.
During the year the Manesar Plant of the company has met with an
accident causing two causalities. Company has paid a compensation of
Rs.5 lacs each to the families of the deceased. Company has all
industrial risk policy in force for the period of accident. Company has
lodged a claim with the insurance company.
During the year your company forayed into the business of Volvo.
FINANCIAL REVIEW:
Financial Performance (Rs. In Lacs) (Rs. In Lacs)
2011-12 2010-11
Income from operation (net of excise) 15235.05 15905.71
Other Income 220.48 1069.17
Profit (before financial charges,
depreciation and tax) 1612.51 2853.45
Financial charges 480.02 470.74
Depreciation 1179.51 1153.50
Profit before tax (47.02) 1229.21
Provision for tax (after adjustment of
deferred tax) 53.10 405.41
Profit after tax (100.12) 823.80
The turnover of the company has decreased by 4.22% approx. i.e. from
Rs. 15905.71 Lacs in 2010-11 to Rs. 15235.05 Lacs in current year.
Company has incurred a pretax loss of Rs.47.02 lacs as compared to
profit of Rs.1,229.21 lacs of last year.
DIVIDEND:
The company is expanding and needs to preserve resources therefore for
abundant prudence, the board of your Company has decided not to
recommend any dividend.
DIRECTORS' RESPONSIBILITY STATEMENT:
In compliance with Section 217 (2AA) of the Companies Act, 1956 as
amended by the Companies Amendment Act, 2000, the directors of your
company subject to notes appended to accounts and auditors' report,
confirm:
- That in preparation of annual accounts for the financial year ended
31st March, 2012, the applicable accounting standards have been
followed and that there are no material departures.
- That such accounting policies have been selected and applied
consistently and such judgments and estimates made are reasonable and
prudent so as to give & fair view of the state of affairs of the
company at the end of the financial year as at 31st March, 2012 and of
the profit of the Company for the year ended 31st March, 2012.
- That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
- That the annual accounts have been prepared on a going concern
basis.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. R.L. Gaggar and Mr.
Masayuki Kamiya and Mr. R. Krishnan retire by rotation and being
eligible offer themselves for reappointment.
LISTING:
The Equity Shares of the company are listed at Bombay Stock Exchange.
The company has paid listing fees to the stock exchange for the year
2011-12.
AUDITORS
M/s Goel Garg & Company, Chartered Accountants, the statutory auditors
of the company retire at the conclusion of ensuing Annual General
Meeting of the company and being eligible, offer themselves for
reappointment.
AUDITORS' REPORT:
The observation of the auditors is self explanatory and / or is
suitably explained in the notes to the accounts.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Reports on Corporate Governance and ManagementAnalysis &
Discussion Report have been included in this annual report as a
separate section (forming part of Directors' Report) along with the
Auditors' Certificate.
DEPOSITS
Your company has not accepted any deposit u/s 58A of the Companies Act,
1956 & rules made thereunder.
PARTICULARS OF EMPLOYEES
Details of employee of the company as specified by section 217(2A) of
the companies Act, 1956 read with the Companies (Particulars of
Employee) Rules, 1975 as amended by Companies (Particulars of
Employees) Rules, 2002 are annexed hereto as Annexure-II and form part
of the report.
ADDITIONAL INFORMATION
Information pursuant to section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the report of
Board of Directors) Rules, 1988 is furnished hereunder:
A. CONSERVATION OF ENERGY
Continuous overhauling of equipments and awareness amongst employees
has helped to avoid wastage of energy. New investments have been made
to monitor consumption of energy at various levels.
Series of steps have been taken to identify areas of excess consumption
of power and checks have been strengthened at these points.
Data regarding energy consumed is given hereunder:
Power & Fuel Consumption 2011-12 2010-11
1. Electricity
(a) Purchase units 96,28,794 1,04,96,647
Total Cost (Rs. In lacs) 837.34 806.39
Rate per units 8.70 7.68
(b) Own Generation-D.G. Set
Units generated 14,15,182 10, 64,666
Fuel Cost (Rs. In Lacs) 171.43 130.38
Fuel cost per unit 12.11 12.25
2. Coal NIL NIL
3. Furnace Oil NIL NIL
4. Other / Internal generation NIL NIL
B. TECHNOLOGY ABSORPTION
A statement giving details of technology absorption in accordance with
the above Rules is annexed hereto as Annexure I and forms part of the
Report.
C. FOREIGN EXCHANGE EARNING & OUTGO Rs. In Lacs
Total foreign exchange earning 100.50
Total foreign exchange outgo 1583.81
D. ENVIRONMENT
The Company is not involved in any type of activity hazardous to
environment and does not discharge any trade effluents (solid, liquid
or gaseous) causing pollutions. As an environment conscious responsible
corporate citizen, your company has implemented GSCM (Green Supply
Chain Management) standards and is IS014001 certified holder. The
company has also achieved ISO18001-OHSAS certification for occupational
health and safety.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to gratefully acknowledge the
valuable co-operation and assistance extended by Maruti Suzuki India
Ltd., Suzuki Motors Corporation, Japan, Government of India, Government
of Haryana and the Company's bankers for their continued support and
guidance. Your directors also wish to place on record their sincere
appreciation of the dedication and efforts shown by all employees of
the company and are thankful to the shareholders for their continued
patronage, trust and confidence in the company.
For and on behalf of the Board of Directors
Place : Gurgaon Sd/-
Date : 11.06.2012 Executive Chairman
Mar 31, 2011
The directors have pleasure in presenting the 26th Annual Report
together with audited statement of accounts for the financial year
ended 31st March, 2011.
OPERATION REVIEW:
Indias domestic passenger vehicle industry reported a 29% growth in
sales in 2010-11 riding on the governments stimulus packages that
perked demand, making it the second fastest growing market in the world
after China. A variety of factors, including the stimulus package,
lower interest rates, and new model launches, helped the industry
register the growth.
Car market leader Maruti Suzuki India Ltd. sold in domestic market a
total of 11,32,739 vehicles in 2010-11. The total sales numbers in
2010-11 mark a growth of 30% over preceding financial year. Maruti
Suzukis domestic sale in 2009-10 was 8,70,790 vehicles.
FINANCIAL REVIEW:
Financial Performance (Rs. In Lacs) (Rs. In Lacs)
2010-11 2009-10
Income from operation (net of excise) 15905.71 12344.39
Other Income 122.18 104.28
Profit (before financial charges,
depreciation and tax) 2853.45 2739.89
Financial charges 470.74 454.28
Depreciation 1153.50 1200.22
Profit before tax 1229.21 1085.37
Provision for tax (after adjustment
of deferred tax) 405.41 371.94
Profit after tax 823.80 713.43
The turnover of the company has increased by 28.85% approx. i.e. from
Rs. 12344.39 Lacs in 2009-10 to Rs. 15905.71 Lacs in current year. PAT
has increased by 15.47% from Rs. 713.43 lacs to Rs. 823.79Lacs.
DIVIDEND:
Your directors recommend a dividend of 25% (i.e. Rs. 2.50 per equity
shares of Rs. 10/- each) for the financial year 2010-11.
The dividend income in tax free in the hands of shareholders.
DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with Section 217 (2AA) of the Companies Act, 1956 as
amended by the Companies Amendment Act, 2000, the directors of your
company subject to notes appended to accounts and auditors report,
confirm:
- That in preparation of annual accounts for the financial year ended
31st March, 2011, the applicable accounting standards have been
followed and that there are no material departures.
- That such accounting policies have been selected and applied
consistently and such judgments and estimates made are reasonable and
prudent so as to give & fair view of the state of affairs of the
company at the end of the financial year as at 31st March, 2011 and of
the profit of the Company for the year ended 31st March, 2011.
- That proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
- That the annual accounts have been prepared on a going concern basis.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. M D Jindal and Mr. A K
Tomer retire by rotation and being eligible offer themselves for
reappointment.
During the year Mr. G C Dwivedi and Mr. R. Krishnan were appointed as
additional directors.
LISTING:
The Equity Shares of the company are listed at Bombay Stock Exchange.
The company has paid listing fees to the stock exchange for the year
2010-11.
AUDITORS:
M/s Goel Garg & Company, Chartered Accountants, the statutory auditors
of the company retire at the
conclusion of ensuing Annual General Meeting of the company and being
eligible, offer themselves for reappointment.
AUDITORS REPORT:
The observation of the auditors is self explanatory and/ or is suitably
explained in the notes to the accounts.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Reports on Corporate Governance and Management Analysis &
Discussion Report have been included in this annual report as a
separate section (forming part of Directors Report) along with the
Auditors Certificate.
DEPOSITS
Your company has not accepted any deposit u/ s 58A of the Companies
Act, 1956 & rules made thereunder.
PARTICULARS OF EMPLOYEES
Details of employee of the company as specified by section 217(2A) of
the companies Act, 1956 read with the Companies (Particulars of
Employee) Rules, 1975 as amended by Companies (Particulars of
Employees) Rules, 2002 are annexed hereto as Annexure-II and form part
of the report.
ADDITIONAL INFORMATION
Information pursuant to section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the report of
Board of Directors) Rules, 1988 is furnished hereunder:
A. CONSERVATION OF ENERGY
Continuous overhauling of equipments and awareness amongst employees
has helped to avoid wastage of energy. New investments have been made
to monitor consumption of energy at various levels.
Series of steps have been taken to identify areas of excess consumption
of power and checks have been strengthened at these points.
Data regarding energy consumed is given hereunder:
Power & Fuel Consumption 2010-11 2009-10
1. Electricity
(a) Purchase units 1, 04,96,647 87, 55,659
Total Cost (Rs. In lacs) 806.39 622.51
Rate per units 7.68 7.10
(b) Own Generation à D.G. Set
Units generated 10,64,666 13, 74,740
Fuel Cost (Rs. In Lacs) 130.38 161.99
Fuel cost per unit 12.25 11.78
2. Coal NIL NIL
3. Furnace Oil NIL NIL
4. Other / Internal generation NIL NIL
B. TECHNOLOGY ABSORPTION
A statement giving details of technology absorption in accordance with
the above Rules is annexed hereto as Annexure I and forms part of the
Report.
D. ENVIRONMENT
The Company is not involved in any type of activity hazardous to
environment and does not discharge any trade effluents (solid, liquid
or gaseous) causing pollutions. As an environment conscious responsible
corporate citizen, your company has implemented GSCM (Green Supply
Chain Management) standards and is ISO14001 certified holder. The
company has also achieved ISO18001-OHSAS certification for occupational
health and safety.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to gratefully acknowledge the
valuable co-operation and assistance extended by Maruti Suzuki India
Ltd., Suzuki Motors Corporation, Japan, Government of India, Government
of Haryana and the Companys bankers for their continued support and
guidance. Your directors also wish to place on record their sincere
appreciation of the dedication and efforts shown by all employees of
the company and are thankful to the shareholders for their continued
patronage, trust and confidence in the company.
For and on behalf of the Board of Directors
Sd/- Sd/-
Director Director
Place : Gurgaon
Date : 28.05.2011
Mar 31, 2010
The directors have pleasure in presenting the 25th Annual Report
together with the audited statement of accounts for the financial year
ended 31st March, 2010.
OPERATION REVIEW:
Indias automobile industry reported a 26.41% growth in sales in
2009-10 riding on the governments stimulus packages that perked
demand, making it the second fastest growing market in the world after
China. A variety of factors, including the stimulus package, lower
interest rates, implementation of the 6th pay commission and new model
launches, helped the industry register the growth.
Buoyed by the robust performance, Society of Indian Automobile
Manufacturers (SIAM) has forecast 10-14% growth for the industry during
2010-11.
According to the figures released by SIAM, total passenger car sold in
India in the year 09-10 were at 19.49 lacs units compared to 15.52 lacs
units in 08-09, registering a growth of 25.57%.
Car market leader Maruti Suzuki India Limited sold a total of 10,18,365
vehicles in 2009-10. The total sales numbers in 2009-10 mark a growth
of 29% over preceeding financial year. Maruti Suzukis total sales in
2008- 09 was 792,167 vehicles.
During the year under review Manesar plant of the company has become
fully operational. The company has received electricity connection from
State Electricity Board which will help it to reduce its power cost
substantially.
The company has sold 12.79 lacs no.s of components in 09-10 as compared
to 5.82 lacs no.s in 08-09. The company is expanding its business
rapidly into smaller components as well.
FINANCIAL REVIEW:
FINANCIAL PERFORMANCE : (Rs. In Lacs) (Rs. In Lacs)
2009-2010 2008-2009
Income from Operation
(net of excise) 12344.39 8432.17
Other Income 104.28 982.39
Profit (before financial charges,
depreciation and tax) 2739.89 1440.24
Financial charges 454.28 339.56
Depreciation 1200.22 964.26
Profit before tax 1085.37 136.41
Provision for tax (after adjustment
of deferred tax) 371.94 130.91
Profit after tax 713.43 05.49
The turnover of your company has increased by 46.39% approx i.e. from
8432.12 lacs in 2008-09 to Rs. 12344.39 lacs in current year. PAT has
increased by 12885% from Rs. 5.49 lacs to Rs. 713.43 lacs.
FUTURE OUTLOOK
Current trends indicate a smooth run for the auto component industry.
In fact, since 2000, this is one sector which has made a global mark
and has been identified as a sunrise industry. The industry is
transforming from being highly domestic-centric, to a force ready to
face global competition. Buoyed by the robust performance,
Society of Indian Automobile Manufacturers (SIAM) has forecast 10-14%
growth for the industry during 2010-11.
Entry of global OEMs has transformed the Indian automobile and auto
components landscape. India is being perceived as a major market for
cars and two wheelers by global OEMs.
Enthused with high growth potential your company is planning to install
atleast 10 new machines ranging from smaller capacity to higher
capacity. Your directors are optimistic of achieving improved results
during the current financial year and more wealth creation for the
shareholders.
DIVIDEND
Your Directors recommend a dividend of 25% (i.e Rs. 2.50 per equity
share of Rs. 10/- each ) for the financial year 2009-10 as against a
dividend of 5% (i.e Rs. 0.50 per equity share) for the financial year
2008- 09. The dividend outgo (including dividend tax) will be Rs 178.90
lacs subject to approval of members.
The dividend income is tax free in the hands of shareholders.
CREDIT RATING
As per the requirement of BASEL-II, the Company got its rating done of
bank borrowing from CRISIL. Your Company has been awarded BBB+ rating
for long term instruments, which represents the adequate safety with
regard to timely payment of obligations.
P2 rating is awarded for Short-term debt Instruments, which represents
adequate credit quality.
Considering the excellent performance and financial result for 09-10
the rating is likely to improve further.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance with Section 217 (2AA) of the Companies Act, 1956 as
amended by the Companies Amendment Act, 2000, the directors of your
company subject to notes appended to accounts and auditorsà report,
confirm:
- that in preparation of annual accounts for the financial year ended
31st March, 2010, the applicable accounting standards have been
followed and that there are no material departures.
- that such accounting policies have been selected and applied
consistently and such judgements and estimates made are reasonable and
prudent so as to give a true & fair view of the state of affairs of the
Company at the end of the financial year as at 31st March, 2010 and of
the profit of the Company for the year ended 31st March, 2010.
- that proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
- that the annual accounts have been prepared on a going concern basis.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. R. L. Gaggar and Mr.
Masayuki Kamiya retire by rotation and being eligible offer themselves
for reappointment.
During the year under review, Mr. Harbhajan Singh & and Mr. S.
Natarajan have resigned from the Board of the Company for the personal
reasons.
Your Directors place on record their appreciation of the valuable
services rendered by Mr. Harbhajan Singh & Mr. S. Natarajan during
their tenure as Directors of the Company.
LISTING
The Equity shares of the company are listed at Bombay Stock Exchange.
The Company has paid listing fees to the Stock Exchange for the year
2009-10.
AUDITORS
M/s Goel Garg & Company, Chartered Accountants, the statutory auditors
of the company retire at the conclusion of ensuing Annual General
Meeting of the company and being eligible, offer themselves for
reappointment.
AUDITORS REPORT
The observation of the auditors is self-explanatory and/ or is suitably
explained in the notes to the accounts.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Reports on Corporate Governance and Management Analysis &
Discussion Report have been included in this annual report as a
separate section (forming part of Directors Report) along with the
Auditors Certificate.
DEPOSITS
Your company has not accepted any deposit u/s 58A of the Companies Act,
1956 & rules made thereunder.
PARTICULARS OF EMPLOYEES
Details of employee of the Company as specified by section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employee) Rules, 1975 as amended by Companies (Particulars of
Employees) Rules,2002 are annexed hereto as Annexure-II and form part
of the report.
ADDITIONAL INFORMATION
Information pursuant to section 217 (1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of particulars in the Report of
Board of Directors) Rules, 1988 is furnished hereunder:
A. CONSERVATION OF ENERGY
Continuous overhauling of equipments and awareness amongst employees
has helped to avoid wastage of energy. New investments have been made
to monitor consumption of energy at various levels.
Series of steps have been taken to identify areas of excess consumption
of power and checks have been strengthened at these points.
B. TECHNOLOGY ABSORPTION
A statement giving details of technology absorption in accordance with
the above Rules is annexed hereto as Annexure I and forms part of the
Report.
D. ENVIRONMENT
The Company is not involved in any type of activity hazardous to
environment and does not discharge any trade effluents (solid, liquid
or gaseous) causing pollution. As an environment conscious responsible
corporate citizen, your Company has implemented GSCM (Green Supply
Chain Management) standards and is ISO14001 certificate holder. The
Company has also achieved ISO18001-OHSAS certification for occupational
health and safety.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to gratefully acknowledge the
valuable co-operation and assistance extended by Maruti Suzuki India
Ltd., Suzuki Motor Corporation, Japan, Government of India, Government
of Haryana and the companys bankers for their continued support and
guidance. Your directors also wish to place on record their sincere
appreciation of the dedication and efforts shown by all employees of
the company and are thankful to the shareholders for their continued
patronage, trust and confidence in the company.
For and on behalf of the Board of Directors
Place : Gurgaon M.D. JINDAL
Date :17th May, 2010 Chairman