Your Directors have pleasure in presenting the ninety-ninth annual report together withthe audited accounts of your Company for the year ended 31st march 2019. Financial resultsthe financial results are as under:
| ||31st March 2019 ||31st March 2018 |
| ||Rs. ||Rs. |
|Profit before tax and || || |
|Exceptional items ||32848288 ||10589 247 |
|Exceptional items ||- ||- |
|Provision for tax (including deferred tax) ||3147908 ||(1300388) |
|Excess tax provision || || |
|Written back ||- ||(7739) |
|Profit after tax ||29700380 ||11897374 |
|Surplus from earlier years || || |
|Brought forward ||147279438 ||140639012 |
|Amount available for || || |
|Appropriation ||176979818 ||152536386 |
|Appropriations: || || |
|Dividend for 2017-18 ||1928573 ||1542858 |
|Corporate Dividend tax for 2017-18 ||396423 ||314090 |
|General reserve ||75000000 ||1000000 |
|Special reserve ||5940000 ||2400000 |
| ||83264996 ||5256 948 |
|Surplus carried to balance sheet ||93714822 ||147279438 |
Change in NATURE Of business there has been no change in the nature of business of theCompany during the financial year 2018-19.
Transfer TO reserves the Company has transferred rs. 5940000/ to the special reserveaccount and rs. 75000000/- to the General reserve account. Dividend
Your Directors take pleasure in recommending for approval the payment of Dividend ofrs. 2.50 (per share) for the year ended 31st march 2019. Financial performance theCompany's performance was satisfactory during the year. The Company's gross income for thefinancial year ended 31st march 2019 stood at rs.442.41 lakhs as against rs.265.37 lakhsin 2017-18. Profit before tax stood at rs.328.48 lakhs in 2018-19 as against rs. 105.89lakhs profit before tax in 2017-18. Profit after tax of the Company stood at rs.297.00lakhs. The performance of the Company's non-current investments was also satisfactory. TheCompany is developing its property in Kolkata where the work is progressing but withmultiple sanctions involved with regard to the proposed project being a green buildingincremental area was sanctioned by Kolkata municipal Corporation subject to the Companyobtaining permission from the archeological survey of india (asi). The Company had evenreceived a favorable heritage impact assessment report from intach. However thearcheological survey of india (asi) did not grant permission for the construction of theincremental area on an additional floor hence considerable time was lost in completingthe building. However the Company now hopes to complete the construction by early nextyear. The performance of the Company's wholly owned subsidiary alfred herbert limitedcontinued to be disappointing. Despite supporting alfred herbert limited significantlyincluding providing significant financial support over the years the Company did notperformed to the expectation. Lower selling prices due to aggressive competition coupledwith sharp increases in input costs a shift in the markets to radial tyre machinery andless than optimum productivity with high fixed costs had led to significant challenges.Whilst the management team of alfred herbert limited has taken significant steps to cutexpenses augment margins and productivity more needs to be done to ensure that theCompany returns to profitability at the earliest. Directors and key managerial personnelpursuant to the provisions of the Companies act 2013 mr. A.v lodha Director retires byrotation and being eligible offers himself for re-appointment. Mr. S s Jain and mr. R Ctapuriah were appointed as independent Directors of the Company for the second termcommencing from april 1 2019 upto march 31st 2024 by passing special resolution throughpostal ballot on april 1 2019. All independent Directors have given declaration that theymeet the criteria of independence as laid down under section149(6) of the Companies act2013 and regulation 25 of sebi (listing obligations & Disclosure requirements)regulations 2015. Mr. V matta was appointed as Chief executive officer with effect from1st may 2018 and mrs. Shobhana sethi was appointed as Chief financial officer &Company secretary with effect from 1st may 2018. Share capital the paid -up equity sharecapital of the Company as on 31st march 2019 was rs.77.14 lakhs. During the year underreview the Company has not issued shares with differential voting rights nor grantedstock options nor sweat equity. Deposits the Company had discontinued its fixed depositscheme in the financial year 2000-2001.
Extract Of ANNUAL RETURN the details forming part of the extract of the annual returnin form mgt-9 as required under section 92 of the Companies act 2013 is marked asannexure -b' which is annexed hereto and forms part of the Directors' report.
Particulars Of loans guarantees OR investments the provisions of section 186 of theCompanies act 2013 pertaining to investments loans and Guarantees is not applicable tothe Company since the Company is a non-banking financial Company. Statutory auditors m/s.Alps & Co. Chartered accountants (firm registration no. Frn 313132e) existing auditorsof the Company were appointed for a period of 5 (five) years by the members of the Companyin the 97th annual General meeting held on 28th July 2017. By virtue of the amendment madein the Companies (amendment) act 2017 the Company is not required to place before theannual General meeting the matter pertaining to ratification of appointment of auditors.
Audit REPORT there is no qualification reservation or adverse remark or disclaimermade by the auditor in his report and hence no explanations or comments by the board arerequired. Secretarial audit pursuant to the provisions of section 204 of the Companiesact 2013 and the Companies (appointment and remuneration of managerial personnel) rules2014 the Company has appointed priyanka tibrewal Company secretaries in practice toundertake the secretarial audit of the Company. The report of the secretarial audit isannexed herewith as "annexure a " corporate governance the Company has compliedwith the Corporate Governance code as stipulated under the listing agreement with thestock exchange. A separate section on Corporate Governance along with Certificate fromthe auditors confirming the compliance is annexed and forms part of the annual report.Subsidiary companies in accordance with the General Circular issued by the ministry ofCorporate affairs Government of india the balance sheet statement of profit & lossand other documents of the subsidiary Companies are not being attached with the balancesheet of the Company. However the financial information of the subsidiary Companies isdisclosed in the annual report in compliance with the said circular. The consolidatedfinancial statements presented by the Company include financial results of its subsidiaryCompanies alfred herbert limited and herbert holdings limited. Meetings Of THE board
During the year 5 meetings of the board of Directors and 1 meeting of independentDirectors were convened and held. 5 meetings of audit Committee 2 meetings ofstakeholders relationship Committee and 2 meeting of nomination and remuneration Committeewere also held the details of which viz. dates and number of meetings attended by eachdirector etc. are given in the Corporate Governance report. The intervening gap betweenthe meetings was within the period prescribed under the Companies act 2013.
Business risk management the main identified risks at the Company are Commercial risksfinancial risks operational risks and legal & regulatory risks. Your Company hasestablished a comprehensive risk management system to ensure that risk to the Company'scontinued existence as a going concern and to its development are identified and addressedon timely basis. Risk management strategy as approved by the board of Directors isimplemented by the Company management secretarial standards the Company is in complianceof all applicable secretarial standards as specified by the institute of Companysecretaries of india. Managerial remuneration
During the year the Company paid an aggregate sum of rs. 14.07 lakhs to Key managerialpersonnel mr. V matta Chief executive officer and mrs. Shobhana sethi Company secretary& Chief financial officer.
Vigil mechanism pursuant to the provisions of revised regulation 22 of sebi (listingobligations & Disclosure requirements) regulations 2015 and section 166 (9)&(10)of the Companies act 2013 the Company had established a vigil mechanism for Directorsand employees to report concerns of unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct.
Remuneration policy the board has on the recommendation of the nomination &remuneration Committee framed a policy for selection and appointment of Directors seniormanagement and their remuneration.
Board evaluation pursuant to the provisions of the Companies act 2013 and regulation4(f) and regulation17 of sebi (listing obligations
& Disclosure requirements) regulations 2015 the board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Committees. Internal financial controls pursuant tosection 134(5) (e) of the Company's act 2013 the Directors of the Company had laid downinternal financial control policy assuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safe guarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and timely preparation of reliable financial information. Internalcontrol systems & their adequacy the Company has an internal Control systemcommensurate with the size and scale of its operations.
Related party transactions all related party transactions that were entered into duringthe financial year were in the ordinary course of business. None of the Directors has anydirect pecuniary relationships or transactions vis--vis the Company. Corporate socialresponsibility the profit of the Company is less than the amount specified under section135 of the Companies act 2013 and thereby provision of Corporate socialresponsibilities and obligations thereof are not applicable to the Company. Significant& material orders passed By THE regulators OR courts there are no significant materialorders passed by the regulators/ Courts which would impact the going concern status of theCompany and its future operations.
Prevention Of sexual harassment Of women AT THE workplace the Company is not requiredto set up an internal Complaints Committee as per the provisions of sexual harassment ofwomen at workplace (prevention prohibition and redressal) act 2013. The Company has notreceived any complaints during the year. Directors' responsibility statement as stipulatedin section 134(3) (C) of the Companies act 2013 your Directors subscribe to the"Directors' responsibility statement" and confirm as under: a) that in thepreparation of the annual financial statements for the year ended 31st march 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any; b) that such accounting policies as mentioned in noteno.1of the notes to the financial statements have been selected and applied consistentlyand judgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the
Company as at 31st march 2019 and of the profit of the Company for the year ended onthat date c) that proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) that the annual financial statements have been prepared on agoing concern basis; e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; f) that systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.
Particulars regarding conservation Of energy technology absorption research anddevelopment and foreign exchange earnings and outgo there were no foreign exchangeearnings and expenditure during the year. The other particulars relating to Conservationof energy and technology absorption stipulated under section134(3m) of the Companies act2013 read with rule 8 of Companies (accounts) rules 2014 are not applicable.
Your Directors wish to place on record their appreciation for the services rendered bythe employees of the Company during the year. On behalf of the board
A. V. Lodha Kolkata Chairman
Date: 24th may 2019
(Din : 00036158)