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The Directors have pleasure in presenting the 79thAnnual Report with the Audited Annual Accounts of the Company for the year ending 31st March 2018.
(Amt in Rs. Lakhs.)
Profit/(Loss) before exceptional items and tax
Profit before tax
Tax Expense (Current and Deferred Tax)
Net Profit/(Loss) for the period
Other Comprehensive Income
Total Comprehensive Income for the year, net of tax
Your Directors do not recommend any dividend for the financial year 2017-18.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
1. This section includes discussion on the following matters within the limits set by the Company''s Competitive position:
(A) INDIAN ECONOMY
The IMF''s latest World Economic Outlook (WEO) report expects India to grow at 7.4 per cent in 2019 and 7.8 per cent in 2020. According to its data, in 2020, India is expected to post the highest rate of growth worldwide.
Growth in India is projected to increase, lifted by strong consumption and implementation of the GST. Over the medium term, growth is expected to gradually rise with continued implementation of reforms and increased private investment. Private investment, financing of stalled projects and continued government''s push for Make in India is expected to contribute to this growth.
The companies engaged in the engineering sector are virtually on a roll. Capacity creation in sectors like infrastructure, power, mining, oil & gas, refinery, steel, automotive, and consumer durables has been driving demand in the engineering sector. Separately, the approval of significant number of special economic zones (SEZs) across the country and the development of the Delhi Mumbai Industrial Corridor (DMIC) across seven states is expected to further bolster the engineering sector.
With 100 per cent Foreign Direct Investment (FDI) allowed through the automatic route, and initiatives like ''Make in India'', major international players have entered the Indian engineering sector. The engineering sector has received cumulative FDI inflows worth US$ 3.39 billion during April 2000 to December 2017.
As an effect, Indian capital goods manufacturers have been facing competition from foreign players; particularly European, Chinese and South East Asian manufacturers. Currently, despite increased domestic capacities, low cost foreign manufacturers offer tough competition to domestic manufactures in some segments of the industry.
Rainfall prediction is key factor for agri based industries and any deviation to normal rainfall affects adversely. As per present predictions, rainfall will be 97% of the 50-year average with a 54% probability that rains will be normal to above normal in majority parts of India. A normal monsoon is crucial to push economic growth, which slowed last year under the lingering impact of demonetisation and implementation of the goods and services tax (GST).
Overall normal rainfall will be useful for rice production and in turn will maintain demand for Rice Milling Machinery.
(B) INDUSTRY STRUCTURE AND DEVELOPMENT
The main business of the company is to manufacture Food Processing Machineries especially for Rice Milling. With over a century of experience, the company products are benchmark for the Rice Milling industry. The company also offers consolidated solutions for Rice Milling projects from conceptualization of turnkey mill to improving and modifying existing mills.
(C) OPPORTUNITIES AND THREATS
The company is working to extend its market coverage to access to more than 80% rice pockets in India. To increase footprint, the company has supplied and commissioned several full mills across India which are good reference to attract new buyers. It addresses business in new growing markets and helps to reduce dependency on traditional markets.
The company continues its focus on Research & Development activities and has developed several new products. The company is working in tune with the government initiative to promote farmers consortium for rice milling activity. It has developed small capacity mills to cater to these requirements. This activity has opened up a new market for small capacity full mill business.
The company will be benefitted from implementation of GST as it will put it at par with other machinery suppliers. It will shift customer''s preference to organized manufacturers over local un-organized machinery suppliers. Overall in a long term it will have a positive impact on the company''s business.
(D) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE
The company has maintained its leadership in traditional flagship products like Dandekar Cone Polishers and Table type Paddy Separator. The company has progressed well on new product development and has made 20% business through new products. The company has done major business in Polishing and Grading section.
The rice industry in India plays a vital role in the country''s agricultural sector, makes significant contributions to India''s economic growth, foreign exchange earnings and employment rates. Thanks to the country''s large growing area and the preferential soil and climate conditions, India is now one of the world''s largest rice and basmati rice producers and exporters, representing over 22% of the world''s total supply and contributing to more than 40% of the country''s total food grain production. After suffering two years of financial stress caused by excess paddy supply and weak international demand, India''s rice industry, especially basmati rice, is expecting a rebound in 2018 from growing demand and low inventory prices.
Recent statistics released by the Government of India shows that total the production of rice in India decreased by 1.09%, or 1.1 million tonnes in 2014-15 to 105.5 million tonnes from the previous fiscal year. However, in 2016-17, the total rice production in India is 108.86 million tones. The five-year rice production average is 105.42 million tonnes.
However, consecutive years of good harvest in 2016-17 and 2017-18 led to crash in wholesale crop prices leading to protests by farmers. The centre in its budget this year promised minimum support prices (MSP) at costs plus 50% margin and a policy may be announced for effective procurement of crops at support prices. It may reduce milling margin and overall it will have a mixed effect on Indian rice milling machinery business wherein investment budgets will be squeezed putting pressure on machinery prices.
(F) RISK AND CONCERNS
Risks of critical importance have been identified over a period of time. These risks are ranked on the basis of their impact on company''s business and likelihood of their occurrence. A cross functional team takes stock of these risks and calls for necessary measures to mitigate the risks from the concerned risk owners. The risk owners then produce action plans for risk mitigation which is then evaluated by the team. New risks are added with the changes in economic and market scenarios and undergo the same process.
Identified risks include:
- Increased competition, Rising cost of input raw material especially steel and reduced milling margin for Rice Millers will put pressure on prices for milling machinery.
- Steady growth of Chinese, Thai and Korean products contributed by both organized and un-organized Rice Mill Manufacturers.
- Rise in low cost local machinery manufacturers, dividing existing business amongst many smaller suppliers
(G) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.
The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.
(H) COMPANY''S FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the financial year under review, your company has achieved turnover of Rs. 880.07 Lacs (previous year Rs. 1251.64 Lacs). The net profit is Rs. 221.82 Lacs (as against net profit after taxes Rs. 526.75 Lacs during FY 2016-17).
(I) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT, INCLUDING NUMBER OF PEOPLE EMPLOYED
The Company seeks to recruit and retain quality industry professionals and provide them with a high performance environment.
During the financial year, total workforce of the Company was 81 (J) ENVIRONMENT
The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of norms formulated to safeguard the environment.
(K) CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.
(L) LISTING FEES
The annual listing fees for the year under review have been paid to BSE Limited, where your Company''s shares are listed.
(M) COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As on 31st March 2018, the Company has no subsidiary company.
The Board presents Audited standalone Financial Statements as prepared in compliance with the applicable Accounting Standards and the Listing Regulations.
PARTICULARS OF INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
EXTRACT OF ANNUAL RETURN:
As required under Section 134(3)(a) of the Act, read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual return in the prescribed form is attached as ''Annexure I'' to this Report.
NUMBER OF MEETINGS OF THE BOARD:
During the year under review, Five Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors'' Responsibility Statement, your Directors state that:
a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed and there were no material departures from the applicable accounting standards;.
b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Annual Financial Statements have been prepared on a going concern basis;
e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively and
f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received necessary declaration from all Independent Directors under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 that they meet the criteria of independence as laid down.
COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:
The Board had on the recommendation of the Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel and their remuneration. The policy is appended as ''Annexure II'' to this Report.
a. Statutory Auditors
As per the provision of section 139 of Companies Act 2013, prevailing before Companies Amendment Act 2017, M/s. Joshi & Kulkarni Chartered Accountants, Pune of the Company were appointed in the AGM held for the Financial Year 2014 for a period of five years, subject to ratification by the members in the annual general meeting. The Company has received certificate from the Statutory Auditors of the Company as required under Section 139(1) of the Companies Act, 2013 stating that this ratification, if made, will be in accordance with the provisions of Companies Act, 2013.
Being eligible M/s Joshi & Kulkarni, Chartered Accountants, Pune, have offered themselves for re-appointment.
The appointment of M/s Joshi & Kulkarni, Chartered Accountants, Pune, was ratified from year to year, last such ratification was done in the last Annual General Meeting held in the year 2017. This ratification was for one year due to amendment to the relevant provisions of the Companies Act 2013, there is no need for yearly ratification and appointment once made would be valid for 5 years.
However, considering the fact of last years'' ratification and as a matter of good governance, it is proposed to move a resolution for ratification in the ensuing AGM.
You are requested to ratify the appointment of M/s Joshi & Kulkarni, Chartered Accountants, Pune, as the Statutory Auditors of the company in accordance with the provisions of section 139 of the Companies Ac, 2013 prevailing as on the date of appointment.
b. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Practicing Company Secretary (Membership No. FCS 2412 CP No. 1488), to undertake the Secretarial Audit of the Company.
c. Cost Auditor
The Company has appointed Mr. Harshad S. Deshpande, Cost Accountant (Membership No. 25054) Pune as Cost Auditors for maintenance of Cost records.
EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'' AND SECRETARIAL AUDIT REPORT:
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Joshi & Kulkarni, Statutory Auditors, in their Audit report.
and by Mr. Mahesh Athavale, Company Secretary in Practice, in his Secretarial Audit Report has provided below mentioned qualification:
1. The Company has not complied with the provisions of Section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto except filing of e-form No. IEPF 6 with late fees. Annual Return in respect of the year ended 31st March 2017 was filed with additional fees on 3rd May 2018 and Financial Statements for that year were filed on 06th September, 2017.
Reply: Considering the reconciliation issues with Bank in relation to balance in Unpaid Dividend Account, the Company was not able to comply with Section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and relevant Notification issued in this regard.
However, the Company is in the process for complying with the relevant provisions.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Your Company has not given any loan or guarantee or security or made any investment as contemplated by Section 186 of the Companies Act, 2013 during the financial year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188:
Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm''s length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2.
The disclosures as per IND-AS 24 for transactions with related parties are provided in the Financial Statements of the Company.
STATE OF COMPANY''S AFFAIRS:
Discussion on state of Company''s affairs has been covered in the Management Discussion and Analysis.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:
Particulars of the amounts proposed to be carried to reserves have been covered in Note - 19 of the financial statements of the company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of energy and Technology Absorption:
Pursuant to Section 134 (3) (m) of the Act read with Rules there under, the report regarding conservation of energy, technology absorption is annexed herewith as ''Annexure IV''
B. Foreign exchange earnings and Outgo:
Amount in Rs.
Foreign Exchange earned in terms of actual inflows during the year
Foreign Exchange outgo during the year in terms of actual outflows
RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through risk mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company from time to time.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Net worth of the Company is not more than Rs. 500 crore, its turnover is not more than Rs. 1000 crore and its net profit is not more than Rs. 5 crore, consequently the provisions of section 135 of the Companies Act, 2013 are not applicable to the Company. The Company is not required to constitute the Corporate Social Responsibility, frame the CSR policy or spend the amount on CSR
Pursuant to provisions of the section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee and Share Transfer Cum Shareholders''/Investors'' Grievance and Stake Holders Relationship Committee of the Board has been carried out.
The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.
The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report.
DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):
Company does not have any subsidiary, joint venture or associate company; therefore it is not required to give details as required under Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 during the financial year under review
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
Company does not have any subsidiary, joint venture or associate company; therefore it is not required to give details as required under Rule 8(1) of Companies (Accounts) Rules, 2014 during the financial year under review.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business during the financial year under review.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR 2017-18:
During the year under review:
Mr. Saurabh Somani, Company Secretary and Compliance Officer of the Company has tendered resignation from the office of Key Managerial Personnel w.e.f 13th December 2017
Consequently, Mr. Aneesh Parwani was appointed Assistant Company Secretary from 1st March, 2018 upto 31st May, 2018. Subsequently he has been appointed and redesignated in the office of Key Managerial Personnel, as Company Secretary and Compliance Officer of the Company w.e.f 01st June 2018.
DIRECTOR(S) PROPOSED TO BE APPOINTED / RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING
Mr. Nihal Kulkarni, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Company has also received the requisite disclosure / declaration from Mr. Nihal Kulkarni.
Mr. Mangesh Joshi was appointed as an Additional Director on 25th July 2015 and considering the expertise, knowledge and experience in the fields of sales & marketing, he was subsequently co-opted as the Executive Director of the Company for a period of 3 (three) years with effect from 25th July 2015.
Considering recommendation of Nomination and Remuneration Committee and performance of Mr. Mangesh Joshi, the Board of Directors of the Company has re-appointed him as Executive Director for a further term of 3 years on the terms and conditions as set out in the letter of appointment in the Board Meeting held on 24th July 2018.
The brief resumes and other details relating to Director(s) who is/are proposed to be appointed /re-appointed, as required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of the Explanatory Statement to the Notice of the Annual General Meeting.
Considering the same, the Board recommends the Special resolution for his re- appointment as Executive Director.
The resolutions seeking approval of members for the appointment and re-appointment of these Directors have been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.
DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:
Your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from the public, or its employees etc. during the year under review.
DETAILS OF SIGNIFICIANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
The Company has not received any such order from Regulators, Courts or Tribunals during the year, which may impact the Going Concern Status or the Company''s operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to financial statements.
Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.
Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently three committees of the Board, namely:
- Audit Committee
- Nomination & Remuneration Committee
- Share Transfers Cum Shareholders'' / Investors'' Grievance and Stake Holders Relationship Committee.
Details of the Committees along with their charter, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report
INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at ''Annexure V'' to this report.
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism (''the Policy''). This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The policy has also been uploaded on the Company''s website.
A cash flow statement for the year ended 31st March 2018 is attached to the Balance Sheet as a part of Financial Statements.
In terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
There were no complaints received for sexual harassment during the year 2017-18
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.
The information as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.
DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY''S HOLDING OR SUBSIDIARY COMPANY:
There were no instances of receiving remuneration or commission by a Managing or Whole time Director of the company from its holding or subsidiary company during the FY 2017-18 requiring the disclosure under section 197(14) of the Companies Act, 2013.
EVENT BASED DISCLOSURES IN DIRECTORS REPORT:
The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.
The Secretarial Audit Report submitted by Company Secretary in Practice According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as a part of this report as ''Annexure III''.
Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.
For and on behalf of the Board of Directors
Place: Pune Nihal G. Kulkarni
Date: 14th August 2018 (DIN: 01139147)