Your Directors have pleasure in presenting the ninetyseventh annual reporttogether with the audited accounts of your Company for the year ended 31st march 2017.
The financial results are as under:
| ||31st March 2017 ||31st march 2016 |
| ||Rs. ||rs. |
|Profit before tax and exceptional items ||4414233 ||8408146 |
|Exceptional items ||209082157 || |
|Provision for tax (including deferred tax) ||44819792 ||261758 |
|Excess tax provision written back || ||(2321510) |
|Profit after tax ||168676 598 ||10467898 |
|Surplus from earlier years brought forward ||46150020 ||40439070 |
|Amount available for appropriation appropriations: ||214826618 ||50906968 |
|Proposed dividend || ||1542858 |
|Corporate dividend tax || ||314090 |
|General reserve ||40437606 ||800000 |
|Special reserve ||33750000 ||21000000 |
| ||74187606 ||4756948 |
|Surplus carried to || || |
|Balance sheet ||140639012 ||46150020 |
| ||214826618 ||50906968 |
Your Directors take pleasure in recommending for approval the payment of Dividend ofrs. 2/ (per share) for the year ended 31st march 2017.
The Company's gross income (before exceptional items) for the financial year ended 31stmarch 2017 stood at rs.206.73 lakhs as against rs.200.71 lakhs in 201516. profitbefore tax and after exceptional items stood at rs.2134.96 lakhs in 201617. profitafter tax of the Company stood at rs.1686.77 lakhs as against rs.104.68 lakhs in201516.
A portion of land at bangalore along with structure thereon has been acquired byKarnataka industrial area Development board (KiaDb) for the purpose of metro rail projectundertaken by the Government and compensation of rs.2091.32 lakhs has been receivedagainst the said acquisition. profit arising in this respect has been disclosed asexceptional items in the statement of profit and loss.
The performance of the Company's wholly owned subsidiary alfred herbert limited duringthe year was disappointing and did not perform satisfactorily due to poor demand in thetyre industry and sluggish market environment and customers continued to delay takingdeliveries which had an impact on the working Capital of the Company. significant effortsare being made to focus on restructuring the product mix to enhance margins restructuringproduction facilities and aggressively cutting costs to try and improve the financialperformance and parameters. attempts are also being made to add to the range of productsincluding commencing supplies to the railways.
Pursuant to the provisions of the Companies act 2013 mrs. simika lodha Directorretires by rotation and being eligible offers herself for reappointment.
Mr. s bhandari independent nonexecutive Director expired on 4th January 2017.the board expressed its deep sorrow and regret and recorded its appreciation of thevaluable support guidance and contribution extended by mr. s bhandari to the Companyduring his many years as a valued member
Mrs. alka bhandari has been appointed as additional Director (independent) witheffect from 27th february 2017 to hold office upto the date of the forthcoming annualGeneral meeting. a notice from a member u/s. 160 of the Companies act has been receivedsignifying intention to propose her candidature as a Director. Your Directors recommendher reappointment subject to approval of shareholders at the forthcoming annualGeneral meeting of the Company.
All independent Directors have given declaration that they meet the criteria ofindependence as laid down under section149(6) of the Companies act 2013 and regulation 25of sebi (listing obligations & Disclosure requirements) regulations 2015.
The paid up equity share capital of the Company as on 31st march 2017 wasrs.77.14 lakhs. During the year under review the Company has not issued shares withdifferential voting rights nor granted stock options nor sweat equity.
The Company had discontinued its fixed deposit scheme in the financial year20002001.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The provisions of section 186 of the Companies act 2013 pertaining to investmentsloans and Guarantees is not applicable to the Company since the Company is anonbanking financial Company.
M/s. ray & ray Chartered accountants statutory auditors of the Company holdoffice until the conclusion of the ensuing annual General meeting and have completed theirremaining term as prescribed under section 139 of the Companies act 2013 and the rulesmade there under.
The board proposed the appointment of m/s. alps & Co. Chartered accountants(firm's registration no. 313132e) as the statutory auditors of the Company. Your Companyhas received letter from m/s. alps & Co. Chartered accountants expressing theirwillingness to be appointed and to the effect that their appointment if made would bewithin the prescribed limits under section 141(3)(g) of the Companies act 2013 and thatthey are not disqualified for appointment.
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 messrs priyanka lohia Company secretaries in practice to undertake thesecretarial audit of the Company. the report of the secretarial audit is annexed herewithas "annexure a "
The Company has complied with the Corporate Governance code as stipulated under thelisting agreement with the stock exchange. a separate section on Corporate Governancealong with Certificate from the auditors confirming the compliance is annexed and formspart of the annual report.
In accordance with the General Circular issued by the ministry of Corporate affairsGovernment of india the balance sheet statement of profit & loss and other documentsof the subsidiary Companies are not being attached with the balance sheet of the Company.however the financial information of the subsidiary Companies is disclosed in the annualreport in compliance with the said circular. the consolidated financial statementspresented by the Company include financial results of its subsidiary Companies alfredherbert limited and herbert holdings limited.
MEETINGS OF THE BOARD
During the year 4 meetings of the board of Directors and 1 meeting of independentDirectors were convened and held. also 4 meetings of audit Committee 2 meetings ofstakeholders relationship Committee and 1 meeting of nomination and remuneration Committeewere held the details of which are given in the Corporate Governance report. theintervening gap between the meetings was within the period prescribed under the Companiesact 2013.
BUSINESS RISK MANAGEMENT
The main identified risks at the Company are Commercial risks financial risksoperational risks and legal & regulatory risks. Your Company has established acomprehensive risk management system to ensure that risk to the Company's continuedexistence as a going concern and to its development are identified and addressed on timelybasis. risk management strategy as approved by the board of Directors is implemented bythe Company management.
During the year the Company paid an aggregate sum of rs.20.98 lakhs to Key managerialpersonnel mr. r radhakrishnan Chief executive officer mr. a K basu Chief financialofficer (from april 2016 to June 2016) and mr. v matta Chief financial officer(from July2016 to march 2017).
KEY MANAGERIAL PERSONNEL
Mr. a K basu resigned as Chief financial officer with effect from 1st June 2016. mr. vmatta was appointed as Chief financial officer with effect from 1st June 2016
Pursuant to the provisions of revised regulation 22 of sebi (listing obligations &Disclosure requirements) regulations 2015 and section 166 (9)&(10) of the Companiesact 2013 the Company had established a vigil mechanism for Directors and employees toreport concerns of unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct.
The board has on the recommendation of the nomination & remuneration Committeeframed a policy for selection and appointment of Directors senior management and theirremuneration.
Pursuant to the provisions of the Companies act 2013 and regulation 4(f) andregulation17 of sebi (listing obligations & Disclosure requirements) regulations2015 the board has carried out an annual performance evaluation of its own performancethe Directors individually as well as the evaluation of the working of its Committees.
INTERNAL FINANCIAL CONTROLS
Pursuant to section 134(5) (e) of the Company's act 2013 the Directors of the Companyhad laid down internal financial control policy assuring the orderly and efficient conductof its business including adherence to Company's policies the safe guarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and timely preparation of reliable financial information.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
The Company has an internal Control system commensurate with the size and scale of itsoperations.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were inthe ordinary course of business. none of the Directors has any direct pecuniaryrelationships or transactions visvis the Company.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.
EXTRAcT Of ANNUAL RETURN
The details forming part of the extract of the annual return in form no. mGt 9 isannexed herewith as "annexure b".
DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in section 134(3) (C) of the Companies act 2013 your Directorssubscribe to the "Directors' responsibility statement" and confirm as under:
a) that in the preparation of the annual financial statements for the year ended 31stmarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in note no.1of the notes to the financialstatements h a v e been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st march 2017 and of the profit of the Company for theyear ended on that date
c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH ANDDEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars regarding foreign exchange earnings and expenditure appear as annexureto schedule at item no. 13 in the notes to the accounts. the other particulars relating toConservation of energy and technology absorption stipulated under section134(3m) of theCompanies act 2013 read with rule 8 of Companies (accounts) rules 2014 are notapplicable.
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 |
|Kolkata ||A. V. LODHA |
|Date: 19th may 2017 ||Chairman |