The Board of Directors are pleased to present the Company's 33rd Annual Report on
business and operations together with the audited financial statements for the year ended
March 31, 2020.
1] A) Highlights of Results and State of Company's Affairs
(C in Crores)
| Particulars |
Standalone |
Consolidated |
|
2019-20 |
2018-19 |
2019-20 |
2018-19 |
| Revenue from Operations & Other Income |
763.05 |
557.20 |
1,157.36 |
882.52 |
| Profit before Financial Charges, |
246.46 |
144.35 |
262.30 |
146.93 |
| Depreciation & Tax |
|
|
|
|
| Less: Financial Charges |
0.25 |
0.29 |
10.68 |
6.91 |
| Less: Depreciation & Amortisation |
5.94 |
4.26 |
21.15 |
9.86 |
| Expenses |
|
|
|
|
| Profit Before Tax |
240.27 |
139.80 |
230.47 |
130.16 |
| Less: Income Tax |
56.23 |
42.67 |
56.23 |
40.38 |
| Less: Provision for tax of earlier years |
- |
(0.32) |
- |
(0.32) |
| Less: Deferred Tax Liability |
(1.87) |
(3.55) |
(7.53) |
(1.45) |
| Profit After Tax |
185.91 |
101.00 |
181.77 |
91.55 |
| Less: Non-controlling Interest |
- |
- |
0.32 |
(0.72) |
| Profit After Tax attributable to the shareholders |
185.91 |
101.00 |
181.45 |
92.27 |
| Other comprehensive income |
(0.25) |
(0.15) |
(0.75) |
(0.02) |
| Total comprehensive income for the year |
185.66 |
100.85 |
180.70 |
92.25 |
| Add: Balance as per last year Balance |
612.27 |
549.37 |
614.58 |
560.28 |
| Sheet |
|
|
|
|
| Amount available for Appropriation |
797.93 |
650.22 |
795.28 |
652.53 |
| Less: Dividend and Dividend Distribution Tax |
206.62 |
37.95 |
206.62 |
37.95 |
| Surplus in statement of profit and loss |
591.31 |
612.27 |
588.66 |
614.58 |
B) Key Financials as on March 31, 2020
Consolidated Financial Results
Your Company, along-with its subsidiaries, has a global presence. In order to provide
an overall view of the comprehensive performance of the group, the Company has prepared
consolidated accounts of the holding company and all its subsidiaries, in accordance with
the Ind AS that are applicable. The consolidated revenue from operations along with other
income stood at C1,157.36 Crores (C882.52 Crores). The profit after tax was C181.77 Crores
(C91.55 Crores).
The highlights of the key financials are as under:
C ( in Crores except per share data)
| Particulars |
Standalone |
Consolidated |
| Equity Share Capital |
13.99 |
13.99 |
| Net Worth |
648.85 |
643.46 |
| Book Value Per Equity Share |
92.75 |
91.98 |
| Earnings Per Share (EPS) |
26.57 |
25.98 |
| Investments |
503.25 |
412.07 |
| Contribution to Exchequer |
157.40 |
168.99 |
2] Dividend
During the year under review, the Board of Directors declared three interim dividends
aggregating to C23.00/- (including Special Dividend of C18.00/-) (1150%) per share as per
details given below:
| Date of Declaration of |
Interim Dividend Amount |
% of dividend |
| Dividend |
per share (in I) |
|
| July 31, 2019 |
1.00 |
50% |
| November 12, 2019 |
2.00 |
100% |
| February 7, 2020 |
20.00 |
1000% |
| TOTAL |
23.00 |
1150% |
The total payout towards interim dividends for the financial year 2019-20 (including
dividend distribution tax) was C193.97 Crores (previous year C37.95 Crores) translating
into a dividend payout of 107% (previous year 41%) on consolidated net profit which was
much more than minimum dividend payout as mentioned in Dividend Distribution Policy of the
Company.
Shareholders' Reward Policy
Symphony believes in maintaining a fair balance over a long term period between pay out
/ reward to the shareholders and cash retention. The Company has been conscious of the
need to maintain consistency in pay-out / reward to the shareholders. The quantum and
manner of pay out / reward to shareholders of the Company shall be recommended by the
Board of Directors of the Company.
Method of Payout/Rewards to the Shareholders
A.1 Dividend Distribution Policy
This policy is framed pursuant to Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)Regulation,2015(hereinafter
referred to as Listing Regulations). a) The Company will generally endeavour to distribute
to the shareholders up to 50% of its profit after tax (including dividend distribution tax
and other taxes as applicable). b) In rare circumstances of any contingency, acquisition
opportunities or other business opportunities or unforeseen circumstances, pay-out to
shareholders may be precluded at the discretion of the Board of Directors. c)
Recommendation with regard to pay out to shareholders shall be influenced by various
factors including, without limitation, internal factors such as profits earned during the
fiscal year, liquidity position, fund requirement for acquisitions, reward to shareholders
by corporate actions (like buy back of shares) and external factors such as general market
conditions, cost of raising funds from alternate sources, applicable taxes including tax
on dividend, exemptions under tax laws available to various categories of investors and
future expansion opportunities etc. d) The retained earnings of the Company shall be
utilized for future growth and expansion of business, probable acquisitions, working
capital and for meeting unforeseen contingencies. e) The Company has only one class of
shares viz. equity shares.
A.2 Interim Dividend
The Board of Directors may, as and when consider it fit, on the basis of performance,
profitability, liquidity and on review of quarterly / half yearly / periodical financial
statements declare interim dividend to reward the shareholders.
A.3 Special Dividend
The Company may consider special dividend in exceptional circumstances in such event,
the limit as stated in clause 1(a) above may exceed.
B. Bonus Issue
As and when the Company has large accumulated reserves represented by free reserves,
securities premium, surplus etc. which are felt more than the requirements of the Company,
the Board may consider to utilize such balances towards issuance of bonus equity shares or
any other security(ies) as may be permissible under the applicable provisions of the
Companies Act, 2013, SEBI Act along with applicable regulations thereunder and any other
Act as may be applicable.
C. Buy Back
As and when the Company has large accumulated reserves represented by free reserves,
security premium, surplus etc. which is also supported by sufficient liquidity in the
company, the Board of Directors may consider to carry out Buyback of its equity shares in
accordance with the relevant applicable provisions of the Companies Act, 2013, SEBI Act
along with applicable regulations thereunder and any other Act as may be applicable.
D. Sub Division / Splitting of Shares
The Board of Directors may also consider to sub-divide the equity shares in order to
improve the liquidity in the market and to make it more affordable to retail shareholders
thereby attracting better participation of retail shareholders in the equity shares of the
Company.
Shareholders'RewardPolicycanbeaccessed at https://www.symphonylimited.com/
Uploads/Investor/CorporateGovernance/ CorpGov_13121322387.pdf
3] Material Changes and Commitment
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 to which the
financial statements relate and the date of this Report.
4] Operations Review
The sales till March 31, 2020 were higher by 37% over the previous year. However, these
were impacted by lockdown, which came into effect in the last week of March, 2020. The
growth was on account of good season during April to May 2019, and robust performance of
the company through variety of sales and marketing schemes, and timely enrolment of
network distributors and dealers.
New product launches and product rationalisation
In keeping with the Company's tradition of innovation and design excellence, some
unique cooler models were launched during the year. Diet 3D series of coolers were
introduced with features like automatic pop up touchscreen control panel, 3 side honeycomb
cooling pads, etc. The old models of Symphony were workhorses in their heydays, but
competition had chipped away some market share of those models by copying them. To counter
this, the iconic Sumo series of air coolers were completely revamped and launched with
fresh looks and innovative features. A double decker model of Sumo was launched that was
till now unprecedented in the air cooler category. Also, a new range of commercial coolers
called Movicool was launched. These coolers are meant for cooling large commercial spaces,
which have opened new avenues for the company.
Institutional Sales
A new vertical to generate sales from institutional business has been created and your
company has received a very good response.
After-Sales services
Responsibility for after sales service was given to the sales department with all our
service staff now reporting to the sales head. This change has enabled the company to
ensure better coordination and early resolution of complaints.
Modern trade vertical
The Modern Trade vertical has performed exceedingly well with all time high sales both
in value and volume. It has a huge potential to grow further.
Air Coolers - Overseas Business
During the year, revenue from operation of International Business was C65.23 Crores.
There has been a decline in European business. However, other regions of SouthEast Asia,
Middle-East, Africa and Latin
America showed marginal growth. Further there were orders worth over US$ 1 million
under production, out of which substantial part could have been shipped during the current
year, had there been no lock-down due to COVID-19.
Your Company continues to have several International quality certifications like CE,
SASO, NOM etc, which provide access to markets in several countries.
Advertising and Marketing
To maintain an existing strong brand equity and to create a significant customer pull,
your Company has launched new TV campaigns highlighting the innovative features of
Symphony air coolers.
Your company maintained its dominance in print, electronic and digital media with over
50% share of voice. Your Company also invested considerable amount in its marketing budget
in conducting various activities like in-shop brand promotion, retail outlet branding,
dealer meets, etc. supported by various promotional schemes for the channel partners to
increase volume and to improve ties.
Central Air Cooling Solutions
• In Q2 the company successfully launched across India a unique Universal Cooler,
The first of its kind, with 2 models PAC 20 U & PAC 25 U.
• New Movicool Range was launched PAN India in Q3.
• The benefits of the launch of the new models under this category will accrue in
the times to come, starting next year.
Your company executed many prestigious projects during the year, which include a 40,000
sq. ft warehouse of Apollo Pharmacy,
Amazon's Lucknow sorting centre, Delhi Public School, Godrej, RK Marble and Supreme
Industries to name a few.
SEZ Unit
During the year under review, your Company's operations in its SEZ unit in Kandla were
satisfactory.
5] Overseas Operations
(i) Climate Technologies Pty Limited, Australia
The year ended on an improved note with higher consolidated revenues and EBIDTA. The
main factors of revenue improvement were: (a) strong growth in ducted gas heater sales in
Australia by Climate Technologies Pty Ltd, (CT), wholly owned subsidiary of Symphony AU
Pty Limited (b) the introduction of portable air coolers in the US market (c) the
introduction of the Symphony India portable coolers range in Australia and (d) the new
Bonaire Optima branded hi wall split range in Australia After a strong start of summer,
the temperatures quickly dropped beyond normal and the summer was relatively weak for the
rest of the summer season. Despite this, CT was able to grow its market share in Australia
for ducted evaporative cooling. Several projects have been initiated with a view to
outsource a large part of the manufacturing, thereby converting several fixed costs to
variable costs.
With a view to ensuring EBIDTA growth in FY21, seven key project initiatives have been
planned. These are: (a) outsourcing of the fabrication requirement of the high volume
ducted gas heater range; (b) expansion of the presence of Climate Technologies in the
Australian refrigerated air conditioning name, (c) introduction of commercial portable air
coolers in USA, (d) introduction of commercial portable air coolers in Australian market,
(e) growth of portable spot coolers in Australian market, (f) growth of portable spot
coolers in USA market and (g) outsourcing of ducted evaporative air coolers.
The organization structure of the business is simplified towards the end of the year in
order to reduce the fixed overheads and cost of doing business, without compromising sales
growth.
Symphony AU Pty Limited and its subsidiaries implemented SAP with effect from October
1, 2019.
(ii) IMPCO S de R. L. de C. V. (IMPCO), Mexico
During the year under review IMPCO focused on market share growth strategy delivering a
sales growth of 13%, and thereby consolidated its leadership in cooler business.
However, currency devaluation led to raw material cost increases in steel and plastic
resulting in a reduced EBITDA against the previous year.
This year IMPCO successfully introduced new all-plastic window and portable coolers
fully manufactured in Mexico. During this year, IMPCO also introduced all-plastic,
roof-top ducted coolers brought from Bonaire USA – a stepdown subsidiary of CT -
which too was a success.
With regard to the new product categories, the heaters business saw a good growth
despite mild winter. However, IMPCO is yet to achieve sizeable sales volume for portable
fans.
Export to Central America and Colombia grew threefold.
During Q4, IMPCO implemented a different brand strategy - consolidating Symphony brand
as the main brand for the cooler Products. This is expected to result in better brand
positioning and more efficient use of the advertising spends. The Company registered a
solid growth in Q4 compared to the corresponding period in the previous year, despite an
early effect of Covid19.
(iii) Guangdong Symphony Keruilai Aircoolers Co. Ltd, (GSK), China
This year saw a substantial reduction in China domestic sales due to continued US-China
trade-war and Covid 19 which resulted in reduced manufacturing activity and lower capital
investments by factories, which are our principal customers.
During the year, a few changes were made in the GSK Sales team to ensure better sales
orientation. These changes are expected to yield results in the coming years. The strategy
planned for domestic sales revolves around: (a) focus on top distributors, (b) streamlined
product pricing and sales policies, (c) focused marketing efforts, (d) launch of
innovative products in all three categories, (e) launch of portable coolers in retail and
online channels (f) launch of commercial coolers in commercial kitchen channel.
The new products launched during the year were highly successful. These included an IC
model (KD25) and a CC model (KF100). Although Q4 has been quite challenging for entire
China owing to Covid19 and related issues, GSK has been amongst the companies which
managed to resume operations rather quickly.
GSK implemented SAP, w.e.f. January 1, 2020.
(iv) Symphony Climatizadores Ltda, (SCL) Brazil
Brazil is a significantly large market for industrial and household portable coolers.
In order to scale up our business there, SCL has been established to import coolers from
Symphony India and from GSK China to distribute in the local market.
6] Awards and Accolades
• Information Security Management System certification ISO-27001 by Bureau Veritas
Certification Holding SAS UK.
• Received award for India's Most Trusted Air Coolers Brand – 2019 from Trust
Research Advisory (TRA).
• ISO 9001 : 2015 certification for quality management and systems for its design,
sales, marketing and after sales services of air coolers, certified by BVC.
• Some of our products are ETL / CE / CEC /FCC certified.
7] Management Discussion and Analysis Report
Pursuant to the provisions of Regulation 34 of the Listing Regulations, Management
Discussion and Analysis Report for the financial year ended on March 31, 2020, is forming
part of this annual report.
8] Corporate Governance
Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing
Regulations, Corporate Governance Report for the financial year ended on March 31, 2020,
is annexed to this annual report. The requisite certificate which was obtained from
Practising Company Secretaries confirming compliance with the conditions of Corporate
Governance is attached to the report on Corporate Governance.
9] Subsidiaries
Your Company has six overseas subsidiary companies, (i) IMPCO S. de R. L. de C.V.,
(IMPCO), Mxico, (ii) Guangdong Symphony Keruilai Air Coolers Co. Ltd., China, (iii)
Symphony AU Pty Limited, Australia, (iv) Climate Technologies Pty Limited, Australia, (v)
Bonaire USA LLC, U.S.A. and (vi) Symphony Climatizadores Ltda. Brazil. During the year
under review, the Company incorporated a subsidiary company Symphony Climatizadores Ltda,
Brazil. As per the requirements of Regulation 24 of the SEBI Listing Regulations, the
Company has appointed Mr. Naishadh Parikh, Independent Director of the Company on the
board of its subsidiary companies viz. (i) Climate Technologies Pty Limited, Australia and
(ii) Symphony AU Pty Limited, Australia, w.e.f. April 1, 2019.
In accordance with Section 129 (3) of the Companies Act, 2013, the Company has prepared
consolidated financial statements of the Company and its subsidiary companies, which forms
part of the Annual Report. Pursuant to the provisions of Section 129 (3) of the Companies
Act, 2013, a statement containing salient features of the financial statements of the
Company's subsidiaries in Form No. AOC-1 is annexed to the financial statements of the
Company.
The statement also provides the details of performance and financial position of the
subsidiaries of the Company.
The financial statements of the subsidiary companies and related information are
available for inspection by the members at the Registered Office of the Company during
business hours on all days except Sundays and public holidays upto the date of the Annual
General Meeting as required under Section 136 of the Companies Act, 2013. Any member
desirous of obtaining a copy of the said financial statement may write to the Company
Secretary at the Registered Office of the Company. The financial statements including the
consolidated financial statement, financial statements of subsidiaries and all other
documents required to be attached to this report have been uploaded on the website of the
Company www.symphonylimited.com.
10] Auditors
Members of the Company, at its 28th Annual General Meeting held on October 27, 2015 had
appointed M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No.
117365W) as the Statutory Auditors for a term of five consecutive years (first term) from
the conclusion of the 28th ensuing Annual General Meeting to the conclusion of the 33rd
AGM of the Company. Accordingly, in terms of Section 139 of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014, the present Statutory Auditors of the
Company, M/s. Deloitte Haskins & Sells, will hold office until the conclusion of the
ensuing Annual General Meeting. They have expressed their willingness to be reappointed
for a further term. In terms of the provisions of Section 139 (2) (b) of the Companies
Act, 2013, an Audit Firm can be appointed for two terms of five consecutive years each.
The Board of Directors after considering the recommendations of the Audit Committee,
has recommended the re-appointment of M/s. Deloitte Haskins & Sells, as the Statutory
Auditors of the Company, for approval of the Members, to hold office for a further period
of five consecutive years (second term), from the conclusion of the ensuing 33rd Annual
General Meeting until the conclusion of 38th Annual General Meeting to be held in the
calendar year 2025.
M/s. Deloitte Haskins & Sells, have submitted their confirmation to the effect that
they continue to satisfy the criteria provided in Section 141 of the Companies Act, 2013
and that their appointment is within the limits prescribed under Section 141(3)(g) of the
Act. Members are requested to approve their appointment as the Statutory Auditors of the
Company and to fix their remuneration.
The Auditors' report does not contain any qualification, reservation or adverse remark
and is self-explanatory and thus does not require any further clarifications/ comments.
11] Cost Auditors
During the year under review, the Company was not required to appoint cost auditors.
Cost records: The cost accounts and records as required to be maintained under section
148(i) of the Companies Act, 2013 are duly prepared and maintained by the Company.
12]CorporateSocialResponsibility
As required under Section 135 of the Companies Act and the rules made thereunder, the
annual report on Corporate Social Responsibility containing details about the composition
of the Committee, CSR activities, amount spent during the year and other details is
enclosed as Annexure 1. The Corporate Social Responsibility Policy is displayed on
the website of the Company.
13] Secretarial Audit Report
As required under the provisions of section 204 of the Companies Act, 2013, the Board
of Directors of your Company had appointed M/s. SPANJ & Associates, Practicing Company
Secretaries, to conduct Secretarial Audit. The Secretarial Audit Report for the financial
year ended on March 31, 2020, is annexed to Board's Report as Annexure 2. The
Secretarial Auditors' report does not contain any qualification, reservation or adverse
remark and is self-explanatory and thus does not require any further
clarifications/comments.
As part of good corporate governance practices adopted by the Company, the Company has
voluntarily carried out audit of KFin Technologies Private Limited (KFin), Registrar and
Transfer Agent of the Company in respect of various activities related to transfer,
transmission, issue of duplicate share certificates, name corrections, additions, demat/
remat of shares etc. executed by KFin to strengthen the verification and approval process
and make the system better controlled, robust and full-proof.
14] Directors and Key Managerial Personnel
Mr. Naishadh Parikh was appointed as an Independent Director of the Company pursuant to
Section 149 of the Companies Act, 2013 for the first term of 5 (five) years and will hold
office upto August 12, 2020. Considering his knowledge, expertise and experience and the
substantial contribution made by him during his tenure as an Independent Director, the
Nomination & Remuneration Committee and the Board has recommended the re-appointment
of Mr. Parikh as an Independent Director on the Board of the Company, to hold office for
the second term of five consecutive years commencing from August 13, 2020 upto August 12,
2025 and not liable to retire by rotation. Mr. Nrupesh Shah, Executive Director, retires
by rotation at the ensuing Annual General Meeting and being eligible, has offered himself
for re-appointment. Brief profiles of Mr. Naishadh Parikh and Mr. Nrupesh Shah as required
under Regulation 36 (3) of the Listing Regulations and Secretarial Standards - 1, are
annexed to the notice convening the 33rd Annual General Meeting, which forms part of this
Annual Report. Your directors recommend their appointment.
The members of the Company in their annual general meeting held on July 31, 2019, had
appointed Mr. Santosh Nema as an Independent Director of the Company for a period of five
years effective from July 31, 2019.
During the year under review, Mr. Dipak Palkar had conveyed his desire not to seek
re-appointment as an Independent Director of the Company for another term due to his
frequent and extensive overseas travel. Accordingly, Mr. Dipak Palkar had ceased to be a
director of the Company on expiry of his first term on August 19, 2019. The Board has
placed on record its appreciation for valuable contribution received from Mr. Dipak Palkar
during his tenure as an Independent Director of the company.
15] Extract of Annual Return
In accordance with Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013,
the extract of Annual Return in prescribed Form No. MGT - 9 is annexed herewith as Annexure
3.
The Annual Return of the Company has been placed on the website of the Company and can
be accessed at https://www. symphonylimited.com/investor-annual-reports-documents.aspx
16] Directors' Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors of the Company
hereby state and confirm that: (a) in the preparation of the annual accounts for the
financial year ended on March 31, 2020, the applicable Indian accounting standards have
been followed and there are no material departures from the same; (b) they have 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 and of the profit of the Company for that
period;
(c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 read with
Rules made thereunder for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; (d) they have prepared the annual accounts on a
going concern basis; (e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively; (f) they have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
17] Meetings of the Board
Four meetings of the Board of Directors of the Company were held during the year under
review. The details of composition, meetings, attendance and other details of the Board
are reported under Corporate Governance Report which is annexed to Board's Report.
Your Company has complied with the Secretarial Standards as applicable to the Company
pursuant to the provisions of the Companies Act, 2013.
18] Audit Committee
The Committee comprises Mr. Naishadh Parikh, Chairman, Mr. Ashish Deshpande, Ms. Reena
Bhagwati and Mr. Santosh Nema as members. In accordance with the provisions of section
177(8) of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the
recommendations of the Audit Committee during the financial year 2019-20.
The details of composition, meetings, attendance and other details of the Audit
Committee and other committees are reported under Corporate Governance Report which is
annexed to Board's Report.
19] Nomination & Remuneration Policy
The Company has framed Nomination
& Remuneration Policy for appointment of directors, key managerial personnel and
senior management personnel, their remuneration and evaluation of directors and Board. The
details of the said policy is forming part of Corporate Governance Report.
20] Particulars of loans, guarantees or investments
The liquidity position of your Company is fairly comfortable and therefore the surplus
funds were invested to generate returns. The Company has given loan and provided guarantee
and security to the subsidiary companies for general business purpose. Details of loans,
guarantees and investments under the provisions of Section 186 of the Act as on March 31,
2020, are set out in Note nos. 4, 9, 33 and 35 to the Standalone Financial Statements of
the Company.
21] Particulars of contracts or arrangements with related parties
The particulars of contracts or arrangements entered with related parties as per
Section 188 (1) of the Companies Act,
2013, in prescribed Form No. AOC-2 are given in Annexure 4 to the Board's
Report. All transactions entered with Related Parties for the year under review were on
arm's length basis and in the ordinary course of business and the same were placed before
the Audit Committee and also to the Board for their approval. The Company has also
obtained omnibus approval on a yearly basis for transactions which are of repetitive
nature. All Related Party Transactions are placed before the Audit Committee and the Board
for review and approval on a quarterly basis.
There are no materially significant related party transactions that may have potential
conflict with interest of the Company at large. Transactions with person or entity
belonging to the promoter / promoter group which holds 10% or more shareholding in the
Company have been disclosed in the accompanying financial statements.
22] Risk Management
As per requirement of the Listing Regulations, Risk Management Committee has been
constituted by the Company. The Risk Management Committee comprises of Mr. Naishadh
Parikh, Chairman, Mr. Nrupesh Shah and Mr. Achal Bakeri as Members.
The Company is aware of the risks associated with its business. It regularly analyses
and takes corrective actions for managing / mitigating the same. The Board of Directors of
the Company have framed a risk management policy and the same is being adhered to by the
Company. There are no risks which, in the opinion of the Board, threaten the existence of
the Company. However, some of the risks which may pose challenges are set out in the
Management Discussion and Analysis which forms part of this Report.
23] Annual Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the
Board of Directors has carried out annual performance evaluation of its own performance,
its committees and all directors of the Company as per the guidance notes issued by SEBI
in this regard. The Nomination and Remuneration Committee has also reviewed the
performance of the Board, Committee and all directors of the Company as required under the
Companies Act, 2013 and the Listing Regulations.
i. Criteria for evaluation of Board
Criteria for evaluation of Board broadly covers the competency, experience,
qualification of the director, diversity of the board, meeting procedures, strategy,
management relations, succession planning, functions, duties, conflict of interest,
grievance redressal, corporate culture and values, governance and compliance, evaluation
of risks etc.
ii. Criteria for evaluation of Committee
Criteria for evaluation of committee cover mandate and composition, effectiveness,
structure and meetings, independence of the committee from Board and contribution to
decisions of the Board.
iii. Criteria for evaluation of Directors
These broadly cover qualification, experience, knowledge and competency, ability to
function as a team, initiative, attendance, commitment, contribution, integrity,
independence, participation at meetings, knowledge & skills, personal attributes,
leadership, impartiality etc.
The Board of Directors expressed their satisfaction with the evaluation process.
24] Declaration by Independent Directors
Independent Directors have submitted their declarations stating that they meet the
criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and
Listing Regulations as amended from time to time.
25] Vigil Mechanism
The Company has established a vigil mechanism to provide adequate safeguards against
victimization and to provide direct access to the Chairman of the Audit Committee in
appropriate cases. This mechanism is available on the website of the Company.
26] Details of significant and material orders passed by the regulators or courts or
tribunals
During the year under review, there was no significant and material order passed by the
regulators or courts or tribunals impacting the going concern status and the Company's
operations in future.
27] Particulars of Employees
The statement of disclosure of remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (the Rules) are set out as Annexure 5
to the Board's Report.
The statement of disclosures and other information as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) and (3) of the Rules is forming part of this
Report. However, as per first proviso to Section 136(1) of the Act and second proviso of
Rule 5(3) of the Rules, the Report and Financial Statement are being sent to the Members
of the Company excluding the statement of particulars of employees under Rule 5(2) of the
Rules. Any Member interested in obtaining a copy of the said statement may write to the
Company Secretary at the Registered Office of the Company.
28] Internal Financial Controls and its adequacy
The Company has laid down internal financial controls to ensure the systematic and
efficient conduct of its business, including adherence to Company's policies and
procedures, the safeguarding of its assets, the prevention and early detection of frauds
and errors, the accuracy and completeness of the accounting records and timely preparation
of reliable financial information. The same is reviewed by the Statutory Auditor and
Internal Auditor at regular intervals and also by the Audit Committee.
29] Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
Your Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An internal Complaints Committee has been set up
to redress complaints regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. There were no complaints received,
disposed off during the year under review and pending as at the end of the financial year.
30] Deposit
The Company has not accepted any deposit during the year under review and no unclaimed
deposits or interest was outstanding as on March 31, 2020.
31] Insurance
The insurable interests of the Company including building, plant & machinery,
stocks, vehicles and other insurable interests are adequately covered.
32] Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
Pursuant to provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are given as
Annexure 6.
33] Business Responsibility Report
The Business Responsibility Report for the financial year 2019-20, as stipulated under
Regulation 34 of the Listing Regulations is annexed to this Report as Annexure - 7.
34] Impact of COVID 19 Pandemic
In 2019 the company had taken several measures to scale up sales in the summer of 2020.
It introduced several new, cutting-edge models in the household, commercial and industrial
categories, it developed a brand-new marketing campaign, it enhanced its trade network,
and was all set to reap the harvest in the summer of 2020. But the pandemic hit India at
the beginning of summer when consumers buy air coolers and could not have come at a worse
time for Symphony. Up until the middle of March sales of air coolers were very robust, but
the countrywide lock down in the second fortnight of March resulted in a loss of about
15%-17% of sales for the quarter that ended in March, 2020. Despite the company having
firm orders from both domestic and international customers, it was unable to deliver the
goods towards the end of March, leading to several orders being cancelled. The Company
strictly followed the guidelines issued by the local, state and central governments and
beyond to protect the health and well-being of its workforce and ensured minimum
disruption to its customers.
35] Appreciation
Your Directors wish to place on record their appreciation of the contribution made by
employees at all levels to the continued growth and prosperity of your Company. Your
Directors also wish to place on record their deep sense of appreciation to the
shareholders, OEMs, dealers, distributors, service franchises, CFA, consumers, banks and
other financial institutions for their continued support.
|
For and on behalf of the Board |
|
For Symphony Limited |
|
Achal Bakeri |
| Place : Ahmedabad |
Chairman & Managing Director |
| Date : August 11, 2020 |
DIN - 00397573 |
|