TO THE MEMBERS
Your Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the Year ended March 31st, 2024.
1. FINANCIAL RESULTS:
The company's financial performance for the year under review along with previous year's figures is given hereunder: (Rs. In lakhs)
2. TRANSFER TO RESERVES:
No amount has been transferred to reserves.
3. OPERATIONAL REVIEW:
During the year under review the turnover of the Company decreased from Rs 5579.52 lakhs to Rs 4055.00 lakhs of the last year. The solar power project of the Company has generated revenue of Rs. 38.90 lakhs as against Rs. 67.49 lakhs compared to previous year. The profit/ (loss) before Tax for the year was Rs 172.42 lakhs as against Rs 617.03 lakhs in the previous year. Thus, Profit after tax for the year was Rs 85.66 lakhs as against profit of Rs 457.54 lakhs in the previous year. The Management of the company is hopeful in the next coming years the performance of the company will grow if similar growth is maintained.
4. MATERIAL CHANGES AND COMMITMENTS
The Company's Profit before tax decreased to Rs 172.42 lakhs as against profit of Rs 617.03 lakhs. Apart from above there was no material changes and commitments affecting the financial position of the company occurred between end of the financial year to which this financial statement relates and the date of the report.
5. DIVIDEND:
Your Directors want to strengthen the company more and accordingly do not recommend any dividend for the year.
6. SHARE CAPITAL:
The paid-up capital as on March 31, 2024 is Rs. 401.97 lakhs, out of total issued capital, equity capital comprises of Rs 204.47 lakhs and preference share capital Rs 197.5 lakhs and Rs.24.01 lakhs the amount of Forfeited Shares. During the year under review, the Company has neither issued any right shares or bonus shares nor buyback the equity share to/from the shareholders. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
7. FINANCE:
Cash and cash equivalents as at March 31, 2024 was Rs 38.55 lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
8. DEPOSITS:
Your Company has neither accepted nor renew any deposit from the public. Further the acceptance of deposits is governed by the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements.
10.INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee in consultation with the Statutory Auditor of the Company. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
11. EXTRACT OF ANNUAL RETURN
Extract of Annual Return in accordance with the Companies Act, 2013, the annual return in the prescribed format can be accessed at: www.associatedceremics.com
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT-GO: CONSERVATION OF ENERGY:
a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.
d) The information under Sec. 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is given in ANNEXURE I which forms part of this report.
13. TECHNOLOGY ABSORPTION:
Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products.
14. FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review the foreign exchange Earnings was RS 2,60,546.42/- (PY RS 13,54,879.52/-) Outgo was RS 1,52,419.82 /- (PY RS 5,71,674.78/-)
15. DIRECTORS AND KEY MANAGEMENT PERSONNEL:
The Board regretfully report the sad demise of Mr. Binod Kumar Suhasaria, Independent Director of the Company, on 25th day of January, 2024. The Board further express their heartfelt condolences for his untimely death and wishes to put on record their sincere and deep appreciation for his invaluable guidance and contribution from time to time in build no up the company's growth.
Mr. Nitesh Singh was appointed as an Independent Director in the company w.e.f 30th May, 2024.
16. INDEPENDENT DIRECTORS:
All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
17. MEETINGS:
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Ten (10) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
(Board Meeting Dates- 16.05.2023, 26.05.2023, 30.05.2023, 20.07.2023, 14.08.2023, 17.08.2023, 14.11.2023, 29.01.2024, 12.02.2024 and 23.03.2024)
18. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed.
b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.
c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The directors have prepared the annual accounts on a going concern basis.
e) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively; and
The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
19. RELATED PARTY TRANSACTIONS:
All Related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. There are no material significant related party transactions made by the Company during the year that would have required shareholder approval. All related party transactions are reported to the Audit Committee. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions which are planned and/ or repetitive in nature and omnibus approvals are taken within limits laid down for unforeseen transactions. The disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.
The details of transactions entered into during the year are given in Note No. 32 to notes on accounts.
Consequently, disclosure in Form AOC-2 pursuant to Rule 18(2) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure- II.
20. DETAILS OF SUBSIDIARIES, ASSOCIATES COMPANIES OR JOINT VENTURES:
During the period under review, there were no companies who become or ceased to be its associate or Joint ventures. Further the company has no subsidiary / joint venture company.
21. AUDITOR'S REPORT:
The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence there is no qualification, reservation or adverse remark or disclaimer made by the auditor in their report. Accordingly, no explanations or comments are required by the Board under Section 134 of the Companies Act, 2013.
22. AUDITORS:
M/s. Sanjay Gulab & Co., Chartered Accountants, Kolkata (Firm Registration No. : 012598N) was appointed as auditor w.e.f 16th May, 2023 till the AGM in the F.Y 2023-2024.
Further, M/s. Sanjay Gulab & Co., Chartered Accountants, Kolkata (Firm Registration No. : 012598N) was re-appointed as Statutory Auditor of the Company to hold office from the conclusion of Annual General Meeting (AGM) held in the year 2023 till the conclusion of the AGM of the Company to be held in the year 2028,
Further the company has received a certificate from M/s. Sanjay Gulab & Co., Chartered Accountants, Kolkata (Firm Registration No. : 012598N) to the effect that their re-appointment, if made, would be within the limits prescribed under section 141(3) of The Companies Act, 2013.
23. ADOPTION OF INDIAN ACCOUNTING STANDARDS:
The Company adopted the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 during the year for preparation and presentation of these Financial Statements. Consequently, the Financial Statements of the previous year have to be restated to confirm to the provisions of Ind AS. The corresponding reconciliation and description of the effects of this transition from the provisions of the Companies (Accounting Standards) Rules, 2005 has been provided under Note 37 to the Financial Statements.
24. AUDIT COMMITTEE: The Audit Committee consists of:
During the year Six (6) Audit Committee Meetings were convened and held. All the recommendation made by the Audit Committee were accepted by the Board of Directors. The Powers and role of the Audit Committee are included in Corporate Governance Report forming part of this Annual Report.
25. NOMINATION AND REMUNERATION COMMITTEE:
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management personnel and to confirm their terms of appointment including their remuneration.
The Committee consists of :
26.STAKEHOLDERS RELATIONSHIP COMMITTEE
27.SECRETARIAL AUDIT:
Pursuant to the provision of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Kirti Sharma & Associates, Peer Reviewed Practicing Company Secretary to undertake secretarial audit of the Company. The report of the secretarial audit is annexed as ANNEXURE-III. The secretarial audit report doesn't contain any qualification, reservation or adverse remark. However, the observation of the secretarial auditor were noted by Board to ensure due compliance.
28.INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
29.BUSINESS RISK MANAGEMENT:
Pursuant to section 134(3)(n) of the Companies Act, 2013, the company has constituted a business risk management committee and the said committee reviewed and assessed that there no such element of risk exists which may threaten the existence of the company.
30.CORPORATE SOCIAL RESPOSIBILITY:
The Company considers Corporate Social Responsibility as an important aspect of doing business. As a good corporate citizen, the Company initiated appropriate action towards various social causes as soon as the provision become applicable to the Company during the period. Accordingly, the said function is discharged by the Board of Directors of the Company. The Corporate Social Responsibility Policy of the Company as adopted by the Board of Directors is available on Company's website www.associatedceremics.com During the year ended 31st March, 2024, your Company has spent 10.00 Lakhs on various CSR activities as defined under schedule VII of the Companies Act, 2013.
31.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There were no significant and material orders passed by the regulators or courts or tribunals which impacts the going concern status of the company and affects the company's operations in the future.
32.CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Company is in compliance with Regulation 17 to 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements ) Regulations , 2015.
33.CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Company's website.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
34.VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high-level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.
35.PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
36.MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN 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 end of the financial year to which this financial statements relate and the date of the report.
37.REMUNERATION POLICY
38.PARTICULARS OF EMPLOYEES: [Rule 5(2) & Rule 5(1)]
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.
a. The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year
b. The Percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the company.
c. The Percentage increase in the median remuneration of employees in the financial year 2023-2024 There was 7.99 % increment in the median remuneration of employees during the financial year 2023- 2024.
d. The Number of permanent employees in the rolls of the Company - 97 in 2024 (excluding Directors)
e. The explanation on the relationship between average increase in remuneration and company performances: On an average the employees received no annual increment in remuneration. The increase in remuneration is in line with the market trend. In order to ensure that remuneration reflects company performance, the performance pay is also linked to organization performance, apart from an individual's performance. The Company's product is basically related to the steel industry. At present the steel industry is going through a downward trend with several leading houses shutting down their units for cost reduction.
f. Comparison of remuneration of the key managerial personnel against the performance of the company
g. Variation in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year
The shares of the Company are not trade in the exchange for more than 5 years.
h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer
i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: percentile increase in salaries of employees other than managerial personnel : 20.66% Percentile increase in the managerial remuneration was 13.25% for the year.
j. Comparison of each remuneration of the key managerial personnel against the performance of the company:
k. The key parameters for any variable component of remuneration availed by the Directors
Apart from remuneration paid to the executive directors no remuneration is paid to the non-executive directors of the company.
l. The ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year
NONE
m. Affirmation that the remuneration is as per the remuneration policy of the company The Company affirms remuneration is as per the remuneration policy of the company.
39. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at 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 there under for prevention and redressal of complaints of sexual harassment at workplace.
40. INSOLVENCY AND BANKRUPTCY CODE, 2016
No application or proceeding was made or pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
41. VARIATION IN VALUATION
During the year under review, there was no instance of one-time settlement with any bank or financial institution necessitating disclosure or reporting in respect of difference in valuation done by the Company.
42. ACKNOWLEDGEMENTS:
The Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, Local Bodies, Customers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.