Your Directors have pleasure in presenting the 35th Annual Report and theAudited accounts for the financial year ended 31st March 2015. Financialhighlights are as follows:
1. FINANCIAL RESULTS:
|PARTICULARS || ||(Rs. In Lacs) |
| ||31.3.2015 ||31.3.2014 |
|Revenue From Operations ||25456 ||26403 |
|Profit before Depreciation & Interest ||1654 ||1322 |
|Less: Interest ||825 ||837 |
|Profit before Depreciation ||829 ||485 |
|Less: Depreciation ||346 ||358 |
|Profit before tax ||483 ||127 |
|Less: Tax Expenses ||173 ||25 |
|Profit after tax for the year ||310 ||102 |
Your Directors are pleased to recommend payment of a Final Dividend of 1.50 per equityshare for the financial year 2014-15. The dividend if approved and declared in theforthcoming Annual General meeting would result a Dividend outflow of Rs. 159.92 Lacs anddividend Distribution Tax of Rs. 32.74 Lacs aggregating a total outflow of Rs. 192.66Lacs.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
4. OPERATIONAL HIGHLIGHTS
During the year under review production of AC Pipes and AC Sheets was 34826 Tons and160468 Tons respectively.
The Company has not bought back any of its securities during the year under review.
b. The Company has not issued any Sweat Equity Shares during the year under review.
c. No Bonus Shares were issued during the year under review.
6. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
7. THE BOARD OF DIRECTORS
At the 34th Annual General Meeting of the company held on 26thSeptember 2014 the company had appointed the existing independent directors Shri MunnaLal Goyal (DIN 01427276) Shri Kiritkumar Gunvantrai Dave (DIN 00282707) and Shri RamKrishna (DIN 02773366) as independent directors under the companies Act 2013 for 5consecutive years for a term upto the conclusion of the 39th Annual GeneralMeeting.
At a board meeting held on 14.11.2014 the board had appointed Shri Alok Bhartia (DIN00230767) as an Additional Director in the category of Independent Director.
In accordance with the provisions of Companies Act 2013 Smt. Priyadarshinee Kanoria(DIN: 00114513) Executive Director retires by rotation and being eligible offers himselffor re-appointment.
During the year Mr. S. K. Jain director resigned from directorship of the company.Your Board of Directors place on record their appreciation for valuable contributions madeby Mr. S. K. Jain in furthering the objectives of your Company.
8. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 6 (Six) Board meetings during the financial year under review.
9. BOARD EVALUATION
Pursuant to the provisions of companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Stakeholder's Relationship committee. The manner in which theevaluation has been carried out has been explained in Corporate Governance Report.
10. DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
11. REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors and fixing their remunerationand other related matters as provided under Section 178(3) of the Companies Act 2013.
12. BUSINESS RISK MANAGEMENT
Your Company has an elaborate Risk Management procedure. The risk management includesidentifying types of risks and its assessment risk handling and monitoring and reporting.Business risk inter-alia further includes financial risk political risk fidelity risklegal risk.
13. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a Vigil Mechanism Policy.The Vigil Mechanism Policy has been uploaded on the website of company.
14. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act 2013 and Equity Listing Agreementyour Company has formulated a Policy on Related Party Transactions which is also availableon Company's website.
All related party transactions that were entered in to during the financial year wereon arm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with promoters keymanagerial personnel or other designated persons which may have potential conflict withinterest of the company at large.
15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
16. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.
17.1 STATUTORY AUDITOR
M/s Agiwal and Associates (Firm Registration No. 000181N) Chartered Accountants havebeen appointed as statutory auditor of the company at the last Annual General Meeting heldon 26.09.2014 for a period of three years subject to ratification by members at everyconsequent Annual General Meeting. Therefore ratification of appointment of StatutoryAuditors is being sought from the members of the Company at the ensuing AGM.
17.2 SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Anil Somani & Associates (CP No.:13379 ACS: 36055) Practicing CompanySecretaries to undertake the secretarial audit of the company. The Secretarial AuditReport is annexed herewith as 'Annexure A'.
17.3 INTERNAL AUDITOR
M/s Kalani & Co. Chartered Accountants performs the duties of internal auditor ofthe company and their report is reviewed by the audit committee from time to time.
17.4 COST AUDITOR
M/s Mahendra Singh & Co. Cost Accountants performs the duties of cost auditor ofthe company and their report is reviewed by the audit committee from time to time.
18. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint venture company. The Company has oneAssociate Company named "Chiraj Stock and Services Private Limited".
The Company has neither accepted nor renewed any deposits during the year under review.
20. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges a separatesection titled Report on Corporate Governance has been included in this Annual Report.Your Directors are pleased to report that as on 31st March 2015 your Companyis fully compliant with the SEBI Guidelines on Corporate Governance.
A Certificate from the Auditors confirming compliance with the conditions of corporateGovernance is also annexed.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges annexed to thisDirectors' Report provides a more detailed review of the operating performance.
22. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed with no material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the same period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the Company that are adequate andare operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that these are adequate and are operating effectively;
23. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureB".
24. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure"C" and is attached to this Report.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties made pursuant toSection 188 are furnished in Annexure- D and are attached to this report.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review.
27. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors are as follows:
|S. No. ||Name ||Designation ||Remuneration paid F.Y. 2014-15 (Rs. Lacs) ||Remuneration paid F.Y. 2013-14 (Rs. Lacs) ||Increase in Remuneration from previous year (Rs. Lacs) |
|1. ||Mr. Sanjay Kumar Kanoria ||Managing Director ||33.60 ||33.60 ||- |
|2. ||Mrs. Priyadarshinee Kanoria ||Whole-Time Director ||9.57 ||- ||- |
|3. ||Mr. Darvinder Ambardar ||Whole-Time Director ||12.62 ||10.21 ||2.41 |
|4. ||Mr. S. B. Vijay ||CFO ||20.03 ||15.07 ||4.96 |
|5. ||Mr. Lokesh Mundra ||Company Secretary ||3.91 ||1.50 ||0.31 |
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the company.
The directors wish to place on record their appreciation to the employees for theirnotable contributions to the Company and for the Co-operation extended to the managementin maintaining harmonious industrial relations at all the units.
Your Directors wish to place on record their gratitude for the valuable guidance andsupport rendered by the Banks Government of Rajasthan and various stakeholders such asshareholders customers and suppliers among others and society at large for their supportand cooperation and continuing commitment and dedication of the employees at all levelswhich has been critical for the Company's success. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company. TheDirectors look forward to their continued support in future.
30. CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations.
Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.
For and on behalf of the Board of Directors
| ||Sd/- ||Sd/- |
|Place : Delhi ||Munna Lal Goyal ||Sanjay Kumar Kanoria |
|Date : 30th May 2015 ||Director ||Managing Director |
| ||DIN : 01427276 ||DIN :00067203 |