| Disclosure in board of directors report explanatory DIRECTORS REPORT To the Members, Your Directors are pleased to present the 18th Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2019. The Management included in this report: - 1. FINANCIAL RESULTS The Company’s financial performance for the year under review along with previous year’s figures are given here under: | (Amount In Lakhs INR) | | | Audited | Audited | 31-Mar-19 | 31-Mar-18 | Revenue from Operations | 28,820.41 | 32031.62 | Other Income | 211.82 | 280.46 | Total Income | 29,032.23 | 32312.08 | Profit before Financial Charges and Depreciation | 4658.61 | 4119.61 | Less: Financial Charges | 363.58 | 474.47 | Profit before Depreciation | 4295.03 | 3645.14 | Less: Depreciation | 808.68 | 1132.05 | Profit after depreciation and Interest | 3486.35 | 2513.09 | Less: Provision for Current Tax | 1233.78 | 950.84 | Add :Earlier Year Income Tax | (23.86) | 9.60 | Less : Provision for Deferred Tax | (18.59) | (118.64) | Net Profit after Tax | 2,247.30 | 1690.49 | Dividend (including Interim if any and final ) | NIL | NIL | Net Profit after dividend and Tax | 2247.30 | 1690.49 | Amount transferred to General Reserve | NIL | NIL | Balance carried to Balance Sheet Earning Per share: | 2247.30 | 1690.49 | Basic Diluted- | 38.61 37.26 | 30.25 28.74 |
2. DIVIDEND Your Directors keeping in mind the growth prospects of the company recommend no dividend for the year ended 31st March 2019. 3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS Your Company reported the gross revenue from operations for the financial year 2018-19 stood at INR 28,820.41 Lakhs as compared with INR 32031.62 Lakhs in the previous year. The Operating Profit before tax stood at INR 3486.35 Lakhs as against INR 2513.09 Lakhs in the previous years, the Company has taken various initiatives and measures to reduce expenses and increase the profit of the Company. The net profit for the year stood at INR 2247.30 Lakhs against INR 1690.49 Lakhs reported in previous year, the Company has achieved a growth of approx 32.94% in comparison to last year’s profit generation. This became possible by the effective management and control of the day to day affairs of the Company with strict marketing strategy and effective workforce. We have also considered on cutting of extra expenditures incurred and a vast analysis were done to control the same by our management. The company is continuously increasing its ability to consolidate its market in the export front. Your Company is now receiving and executing orders from countries like Sri Lanka, Vietnam, Thailand, Fiji, Myanmar, Philippines etc. The efforts are on to expand and consolidate the exports. 4. TRANSFER TO GENERAL RESERVE A sum of Nil has been transferred to General Reserve of the company and the whole of the amount of RS.2247.30 Lakhs has been carried forward to the next year. 5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report 6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-I and form as integral part of this report. 7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY Your Company believes that managing risks helps in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board. Some of the risks that the Company is exposed to are: - Financial Risk: The Company's policy is to actively manage its foreign exchange risk within the framework laid down by the Company's forex policy. Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize interest costs. Commodity Price Risk: The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The Company proactively manages these risks through forward booking, inventory management and proactive vendor development practices. The Company's reputation for quality, product differentiation and service with robust marketing network mitigates the impact of price risk on finished goods. Regulatory Risk: The Company is exposed to risks attached to various statutes and regulations and Acts. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audit. Human Resource Risk: Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including rolling out strategic talent management system, training and integration of learning and development activities. 8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company is continuously enforcing its effort towards it social responsibility and has a tradition of commendable initiatives, institutionalized programs and practices of Corporate Social Responsibility which have played a laudable role in the development of several underdeveloped regions of the Society in the state of Uttarakhand. Our CSR activities are essentially guided by project based approach in line with the guidelines issued by the Department of Public Enterprises and Ministry of Corporate Affairs of the Government of India. For Financial year 2018-19 we have taken up more than one social issue in our CSR project as recommended by the Board. We have done following CSR Activities for FY 2018-19 1. We have continued the CSR Project with the Save Earth Society based at Dehradun for the help in construction of shelter home for street animals . Allocated budget for the Financial year 2018-2019 towards this project was Rs. 3,60,000/- (Rupees Three Lacs Sixty Thousand only). 2. The Company has provided medicines worth Rs. 7,39,682/- to the medical camps through Sewa Bharti (Jammu), Sewa International and Swami Vivekanand Health Society all registered society. 3. We have contributed financial help of Rs. 2,90,000 (Rupees Two Lakh ninty Thousand Only) to The Earth Saviour Foundation, an NGO which is dedicated to serve less privileged people and also make effort to protect environment. 4. We have started a project through Vivek Niketan Dharmarth Trust which works for the betterment of society by using Natural medical method for the prevention of mental and physical diseases and serving the society by the yoga’s system of Ayurvedic method. For 2018-19 we have contributed Rs. 4,00,000/- (Rupees Four Lacs only) to Vivek Niketan Dharmarth Trust for education of poor students and Ayurvedic Treatment with yoga system for Mental and physical diseases. 5. We have arranged study Benches and Tables costing Rs. 1,11,000/- (One Lakh Eleven thousand only) to government-based primary school situated at Mohabewala Industrial area, Dehradun. As there was a lack of sufficient number of benches as per the requirement of the school. 6. We have contributed financial help of Rs.5,06,922 (Rupees Five Lakh Six Thousand Nine Hundred Twenty Two Only) to Saraswati Vidya Mandir, Dehradun for the Development of School and students. 7. We have contributed towards development of the Himalayan School Society, Sahastradhara Road, ,Dehradun of Rs. 5,00,000/- (Rupees five Lakh only) for welfare and comfortable education at School. 8. We have contributed financial help of Rs. 100,000 to the Rudraksh Abhyudaya Navchetna Sansthan, a NGO in Dehradun which is committed to do betterment of society. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith this Directors report as Annexure. Further, we continue to remain focussed on improving the quality of life and engaging communities through health, education, sports and infrastructure development. 9. INSURANCE The Company’s plant, properties, equipment and stocks are adequately insured against all major risks. 10. COMPLIANCE OF THE SECRETERIAL STANDARD The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India for the meetings of the Board of Directors and the General Meetings. 11. REPORTING OF FRAUDS There have been no instances of fraud reported by the Statutory Auditors under section 143 [12] of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government 12. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company always endeavors to create and provide healthy work environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. During the Financial Year 2018-2019, the Company has not received any complaint of sexual harassment 13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 During the year under review, your Company has provided loan to M/s Windlas Healthcare Private Limited a wholly owned subsidiary of the company with due compliance of Section 186 of the Companies Act, 2013 and the said Company has repaid the whole loan amount . 14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The particulars of Contracts or Arrangements made with related parties made pursuant to Section 186 is furnished in Annexure-II (Form-AOC-2) and is attached to this report. 15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS There were no specific qualifications, reservations or adverse remarks made by the Auditors in their report on the date of signing of the Auditor’s Report. Auditor’s report when read together with the relevant notes to the accounts and accounting policies are self explanatory and do not call for any further comment. 16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW A total of Seven (7) Board Meetings were held during the financial year ended 31st March 2019. The maximum gap between any two Board Meetings was less than one 120 days. 17. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: —
(a) in the preparation of the annual accounts for the year ended 31st March, 2019, the applicable accounting standards had been followed along with proper explanation.
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year as at 31st March, 2019 and of the profit and loss of the company for the period on 31st March, 2019; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 18. JOINT VENTURE AND SUBSIDIARIES Till 28 Oct, 2018, Windlas Healthcare Pvt. Ltd.(WHPL) was the 100% subsidiary of your company, whereas on 29th Oct, 2018 , Cadila Healthcare Ltd. acquired 51% shareholding of the Windlas Healthcare Pvt. Ltd. Due to which WHPL became the associate of your company and Subsidiary of Cadila Healthcare Limited. During the year under review, M/s Windlas Healthcare Private Limited Revenue from Operations of the Company was INR 3,06,839.05 Thousand and incurred a loss of INR1,01,492.87 Thousand. 19. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. 20. DIRECTORS The Company is a Private Limited Company so section 152 of the Companies Act, 2013 for Directors to be retired by rotation is not applicable to the company. No any additional Director was appointed or resigned during the year, Whereas Mr. Pawan Kumar Sharma, was appointed as an Additional Executive Director after the end of the Financial year as on 3rd June, 2019 and whose terms are to be regularized in up coming Annual General Meeting. 21. STATUTORY AUDITORS M/s S.S Kothari Mehta & Co., Chartered Accountants was appointed for a period of four years upto financial year 2019-20 subject to their ratification in every Annual general meeting. On being eligible for re-appointment the Auditors has provided to the Board certificate under section 139(1) of the Companies Act, 2013. The Board recommends for the ratification of appointment of M/s S.S Kothari Mehta & Co., Chartered Accountants from the upcoming Annual General Meeting to the Next Annual General Meeting. 22. COST AUDITOR As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records every year. The Board of Directors has re- appointed M/s Saurabh Jain and Associates, Cost Accountants as cost Auditor to audit the cost accounts of the Company for the financial year 2018-19. 23. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT- 9, is annexed herewith as ‘Annexure III’ to this Report. 24. 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. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically. 25. ACKNOWLEDGEMENTS Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Date: Ashok Kumar Windlass Manoj Kumar Windlass Place: Managing Director Director ANNEXURE I TO THE DIRECTORS’ REPORT Information under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report of the year ended March 31, 2019. A. CONSERVATION OF ENERGY | | a) Energy conservation measures taken and their impact. | Replacing VRS in AHUS to make it centralized HVAC control and energy saving. Replacing the CFLs with LEDs through which we save more than half of the previous consumption Replacing the Diesel with Briquette through which we save diesel and by using the Briquette we saved Electricity units generation. | | Steam condensate recovery system | Installed VFD in air compressor motors | b) Additional Investment and proposals if any, being implemented for reduction of consumption of energy. | Regular Maintenance Program to avoid wear and tear and reduce high energy consumption Reduced peak hours’ load and reduced the energy consumption by shifting the load | c) Impact of the measures as (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods. | The above measures have helped the Company in effective and economic consumption of electricity, fuel and reduced the energy expenses. | d) Other Measures | Electrical Blower fix in Elmach Machine for forming die cooling instead of air nozzle which save 105 CFM. |
FORM – A Form for Disclosure of particulars with respect to Conservation of Energy, total energy consumption and energy consumption per unit of production. Dehradun Plant A. Power and Fuel Consumption: | | | 1. ELECTRICITY | March 31, 2019 | March 31,2018 | (a)Purchased Units | 5871231 | 6421664 | Total Amount (Rs.) | 34706132 | 3,91,12,407 | Average Rate/Unit (Rs.) | 6.00 | 6.00 | (b) Own Generation through DG set Units | 266944 | 369611.8 | Unit Generated per litre of Diesel oil | 4 | 7.4 | Cost of fuel /Unit (Rs.) | 12 | 9.00 | 2. Briquette | | | Quantity (Kg) | 1059851 | 1154692 | Total Amount (in Rs.) | 6313081 | 70,43,621 | Average Rate/Kg. | 6.50 | 6.00 | | | | B. Consumption per unit of Production | | | The Company manufactures several drug formulations in different pack sizes. It is therefore, impractical to apportion the consumption and cost of utilities to each formulation. | | |
C. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION The aforesaid part relating to research and development and technology absorption is not applicable upon the company since it does not have its own R & D Department. It is into contract manufacturing. D.FOREIGN EXCHANGE EARNING & OUTGO | March 31, 2019 (INR in Lacs) | March 31,2018 (INR in Lacs) | a) Total Foreign exchange earning | 628.63 | 1377.96 | b) Total Foreign exchange outgo | 107.87 | 175.00 |
Annexure-II The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is as under: Form No. AOC-2 (Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto 1. Details of contracts or arrangements or transactions not at arm’s length basis: (a) Name(s) of the related party and nature of relationship: N.A. (b) Nature of contracts/arrangements/transactions: N.A. (c) Duration of the contracts / arrangements/transactions: N.A (d) Salient terms of the contracts or arrangements or transactions including the value, : N.A (e) Justification for entering into such contracts or arrangements or transactions: N.A (f) Date(s) of approval by the Board: N.A (g) Amount paid as advances, if any: N.A (h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: N.A 2. Details of material contracts or arrangement or transactions at arm’s length basis: (a) Name(s) of the related party and nature of relationship: 1. Windlas Healthcare Private Limited (Subsidiary Company till 28 oct,2018, Associate Company from 29th oct,2018) for Purchase/ Sale 2. AKW, MKW and HW for Rent and Remuneration (b) Nature of contracts/arrangements/transactions: Purchase and Sale/ rent/ Remuneration. (c) Duration of the contracts / arrangements/transactions: During the Financial year (d) Salient terms of the contracts or arrangements or transactions including the value, if any: N.A. (e) Amount paid as advances, if any: No ANNEXURE-III Form No. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st March, 2019 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I.REGISTRATION AND OTHER DETAILS: i. | CIN | U74899UR2001PTC033407 | ii. | Registration Date | 19.02.2001 | iii. | Name of the Company | Windlas Biotech Private Limited | iv. | Category / Sub-Category of the Company | Company Limited by Shares/Non-govt. company | v. | Address of the Registered office and contact details | 40/1,Mohabewala, Industrial Area, Dehradun, Uttarakhand -248110 | vi. | Whether listed company | No | vii. | Name, Address and Contact details of Registrar and Transfer Agent, if any | Not Applicable |
II.PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sr. No. | Name and Description of main products / services | NIC Code of the Product/ service | % to total turnover of the company | 1 | To carry on business of manufacture of Allopathic Pharmaceuticals preparations | 21002 | 100 |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr. No. | Name And Address Of The Company | CIN/GLN | Holding/ Subsidiary /Associate | % of shares held | Applicable Section | 1. | Windlas Healthcare Pvt Ltd | U85100UR2010PTC033065 | Subsidiary- up to 29th October, 2018. | 100 | 2(87) | 2. | Windlas Healthcare Pvt Ltd | U85100UR2010PTC033065 | Associate company from 29th oct,2018 | 49 | 2(6) |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Share Holding Category of Shareholders | No. of Shares held at the beginning of the year | | | | No. of Shares held at the end of the year | | | | % Change during the year | | Demat | Physical | Total | % of Total Shares | Dema t | Physical | Total | % of Total Shar es | | A. Promoter | | | | | | | | | | 1) Indian | | | | | | | | | | a) Individual/ HUF | | 49,17,644 | 49,17,644 | 88% | | 50,00,473 | 50,00,473 | 78% | -10% | b) Central Govt | | NIL | NIL | | | NIL | NIL | NIL | | c) State Govt(s) | | NIL | NIL | | | NIL | NIL | NIL | | d) Bodies Corp | | NIL | NIL | | | NIL | NIL | NIL | | e) Banks / FI | | NIL | NIL | | | NIL | NIL | NIL | | f) Any Other | | NIL | NIL | | | NIL | NIL | NIL | | Sub-total(A)(1):- | | 49,17,644 | 49,17,644 | 88% | | 50,00,473 | 50,00,473 | 78% | -10% | 2) Foreign | | | | | | | | | | g) NRIs-Individuals | | 3 | 3 | | | 3 | 3 | NIL | | h) Other-Individuals | | NIL | NIL | | | NIL | NIL | NIL | | i) Bodies Corp. | | NIL | NIL | | | NIL | NIL | NIL | | j) Banks / FI | | NIL | NIL | | | NIL | NIL | NIL | | k) Any Other …. | | NIL | NIL | | | NIL | NIL | NIL | | Sub-total (A)(2):- | | NIL | NIL | | | NIL | NIL | NIL | | B. Public Shareholding | | | | | | | | | | 1. Institutions | | | | | | | | | | a) Mutual Funds | | NIL | NIL | | | NIL | NIL | NIL | | b) Banks / FI | | NIL | NIL | | | NIL | NIL | NIL | | c) Central Govt | | NIL | NIL | | | NIL | NIL | NIL | | d) State Govt(s) | | NIL | NIL | | | NIL | NIL | NIL | | e) Private Equity Funds | | 6,70,589 | 6,70,589 | 12% | | 1410587 | 1410587 | 22% | +10% | f) Insurance Companies | | NIL | NIL | | | NIL | NIL | NIL | | g) FIIs | | NIL | NIL | | | NIL | NIL | NIL | | h) Foreign Venture Capital Funds | | NIL | NIL | | | NIL | NIL | NIL | | i) Others (specify) | | NIL | NIL | | | NIL | NIL | NIL | | Sub-total (B)(1) | | NIL | NIL | | | NIL | NIL | NIL | | 2. Non Institutions | | | | | | | | | | a) Bodies Corp. (i) Indian (ii) Overseas | | NIL | NIL | | | NIL | NIL | NIL | | b) Individuals (i) Individual shareholders holding nominal share capital upto Rs. 1 lakh (ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh | | NIL | NIL | | | NIL | NIL | NIL | | c) Others(Specify) | | | | | | | | | | Sub-total (B)(2) | | 6,70,589 | 6,70,589 | 12% | | 14,10,587 | 14,10,587 | 22% | +10% | Total Public Shareholding (B)=(B)(1)+ (B)(2) | | NIL | NIL | | | NIL | NIL | NIL | | C. Shares held by Custodian for GDRs & ADRs | | NIL | NIL | | | NIL | NIL | | | Grand Total(A+B+C) | | 55,88,236 | 55,88,236 | 100 | | 64,11,063 | 64,11,063 | 100 | |
ii.Shareholding of Promoters Sr. No | Shareholder’s Name | Shareholding at the beginning of the year | | | | Shareholding at the end of the year | | | | | | | | | | No. of Shar es | | % of total Shares of the compa ny | %of Shares Pledged / encumbe red to total shares | No. of Shar es | % of total Shares of the compa ny | | %of Shares Pledged / encumbered to total shares | | % change in share holding during the year | | | 1. | Mr. Ashok Kumar Windlass | 44,17,642 | | 79.05 | Nil | 45,00,471 | 70.20 | | Nil | | 1.87 | | | 2. | Mrs. Vimla Windlass | 5,00,000 | | 8.95 | Nil | 5,00,000 | 7.80 | | Nil | | NIL | | | | Total | | 49,17,642 | 88 | NIL | 5000471 | | 78 | | NIL | | 1.87 | | | | | | | | | | | | | | | |
iii.Change in Promoters’ Shareholding Sr. no | | Shareholding at the beginning of the year | | Cumulative Shareholding during the year | | | | No. of shares | % of total shares of the company | No. of shares | % of total shares of the company | | At the beginning of the year | 49,17,642 | 88% | NIL | NIL | | Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): | -Allotment of 82829 equity Shares to Ashok KUMAR Windlass on 18 Dec 2018 | | NIL | NIL | | At the End of the year | 50,00,471 | 78% | NIL | NIL |
V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment | Secured Loans excluding deposits (Rs. In Lacs) | Unsecured Loans (Rs. In Lacs) | Deposits | Total Indebtedness (Rs. In Lacs) | Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not | 1153.50 NIL NIL | NIL NIL NIL | NIL NIL NIL | 1153.50 NIL NIL | Total (i+ii+iii) | 1153.50 | NIL | NIL | 1153.50 | Change in Indebtedness during the financial year | -571.95 | NIL | NIL | -571.95 | Net Change | -571.95 | NIL | NIL | -571.95 | Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due | 581.55 NIL NIL | NIL NIL NIL | NIL NIL NIL | 581.55 NIL NIL | Total (i+ii+iii) | 581.55 | NIL | NIL | 581.55 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager Sl. No. | Particulars of Remuneration | Name of MD/WTD/ Manager | Total Amount (Rs. In lacs) | 1. | Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 | Ashok Kumar windlass Manoj Kumar windlass Hitesh windlass | 156.00 75.00 67.28 NIL NIL | 2. | Stock Option | NA | NIL | 3. | Sweat Equity | NA | NIL | 4. | Commission - as % of profit - others, specify… | NA | NIL | 5. | Others, please specify | NA | NIL | 6. | Total (A) | NA | 298.28 |
B. Remuneration to other directors: NIL Sl. No. | Particulars of Remuneration | Name of MD/WTD/ Manager | | | | Total Amount | | Independent Directors · Fee for attending board committee meetings · Commission · Others, please specify | NA | | | | NA | | Total (1) | | | | | | | Other Non-Executive Directors · Fee for attending board committee meetings · Commission · Others, please specify | NA | | | | NA | | Total (2) | | | | | | | Total (B)=(1+2) | | | | | NA | | Total Managerial Remuneration | NA | | | | 298.28 | | | | | | | |
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type | Section of the companies Act | Brief description | Details of Penalty/Punishment/ Compounding fees imposed | Authority[RD /NCLT/Court] | Appeal made. If any(give details) | A. Company | | | | | | Penalty | | | NIL | | | Punishment | | | NIL | | | Compo bunding | | | NIL | | | B. Directors | | | | | | Penalty | | | NIL | | | Punishment | | | NIL | | | Compounding | | | NIL | | | C. Other Officers In Default | | | | | | Penalty | | | NIL | | | Punishment | | | NIL | | | Compounding | | | NIL | | |
Description of state of companies affairYour Company reported the gross revenue from operations for the financial year 2018-19 stood at INR 28,820.41 Lakhs as compared with INR 32031.62 Lakhs in the previous year. The Operating Profit before tax stood at INR 3486.35 Lakhs as against INR 2513.09 Lakhs in the previous years, the Company has taken various initiatives and measures to reduce expenses and increase the profit of the Company. The net profit for the year stood at INR 2247.30 Lakhs against INR 1690.49 Lakhs reported in previous year, the Company has achieved a growth of approx 32.94% in comparison to last year’s profit generation. This became possible by the effective management and control of the day to day affairs of the Company with strict marketing strategy and effective workforce. We have also considered on cutting of extra expenditures incurred and a vast analysis were done to control the same by our management.The company is continuously increasing its ability to consolidate its market in the export front. Your Company is now receiving and executing orders from countries like Sri Lanka, Vietnam, Thailand, Fiji, Myanmar, Philippines etc. The efforts are on to expand and consolidate the exports Details regarding energy conservationInformation under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report of the year ended March 31, 2019. A. CONSERVATION OF ENERGY a) Energy conservation measures taken and their impact. Replacing VRS in AHUS to make it centralized HVAC control and energy saving. Replacing the CFLs with LEDs through which we save more than half of the previous consumption Replacing the Diesel with Briquette through which we save diesel and by using the Briquette we saved Electricity units generation. Steam condensate recovery system Installed VFD in air compressor motors b) Additional Investment and proposals if any, being implemented for reduction of consumption of energy. Regular Maintenance Program to avoid wear and tear and reduce high energy consumption Reduced peak hours’ load and reduced the energy consumption by shifting the load c) Impact of the measures as (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods. The above measures have helped the Company in effective and economic consumption of electricity, fuel and reduced the energy expenses. d) Other Measures Electrical Blower fix in Elmach Machine for forming die cooling instead of air nozzle which save 105 CFM. FORM – A Form for Disclosure of particulars with respect to Conservation of Energy, total energy consumption and energy consumption per unit of production. Dehradun Plant A. Power and Fuel Consumption: 1. ELECTRICITY March 31, 2019 March 31,2018 (a)Purchased Units 5871231 6421664 Total Amount (Rs.) 34706132 3,91,12,407 Average Rate/Unit (Rs.) 6.00 6.00 (b) Own Generation through DG set Units 266944 369611.8 Unit Generated per litre of Diesel oil 4 7.4 Cost of fuel /Unit (Rs.) 12 9.00 2. Briquette Quantity (Kg) 1059851 1154692 Total Amount (in Rs.) 6313081 70,43,621 Average Rate/Kg. 6.50 6.00 Details regarding technology absorptionThe aforesaid part relating to research and development and technology absorption is not applicable upon the company since it does not have its own R & D Department. It is into contract manufacturing. Details regarding foreign exchange earnings and outgoFOREIGN EXCHANGE EARNING & OUTGO March 31, 2019 (INR in Lacs) March 31,2018 (INR in Lacs) a) Total Foreign exchange earning 628.63 1377.96 b) Total Foreign exchange outgo 107.87 175.00 Disclosures in director’s responsibility statementIn accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: — (a) in the preparation of the annual accounts for the year ended 31st March, 2019, the applicable accounting standards had been followed along with proper explanation. (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year as at 31st March, 2019 and of the profit and loss of the company for the period on 31st March, 2019; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively |