Your Directors have pleasure in presenting the Ninety-sixth Annual Report together withthe Audited Accounts of your Company for the year ended 31st March 2016.
The Financial Results are as under:
| ||31st March 2016 ||31st March 2015 |
| ||Rs. ||Rs. |
|Profit before Tax ||8408146 ||8167651 |
|Provision for Tax (including deferred tax) ||261758 ||237113 |
|Excess Tax provision written back ||(2321510) ||(2809) |
|Profit after Tax ||10467898 ||7933347 |
|Surplus from earlier years brought forward ||40439070 ||36497790 |
|Amount available for appropriation ||50906968 ||44431137 |
|Appropriations: || || |
|Proposed Dividend ||1542858 ||1542858 |
|Corporate Dividend Tax ||314090 ||262209 |
|General Reserve ||800000 ||600000 |
|Special Reserve ||21000000 ||1587000 |
| ||4756948 ||3992067 |
|Surplus carried to Balance Sheet ||46150020 ||40439070 |
| ||50906968 ||44431137 |
Your Directors take pleasure in recommending for approval the payment of Dividend ofRs. 2/- (per share) for the year ended 31st March 2016.
The Company's gross income for the financial year ended 31st March 2016 stood atRs.200.71 lacs as against Rs.201.27 lacs in 2014-15. Profit before tax of the Companystood at Rs.84.08 lacs as against Rs.81.68 lacs in 2014-15.
Profit after tax of the Company stood at Rs.104.68 lacs against Rs.79.33 lacs in2014-15.
There was a marginal improvement in the performance of the Company's wholly ownedsubsidiary Alfred Herbert Limited during the year and the Company made a profit beforetax of Rs.18.39 lacs as against a loss of Rs.210.63 lacs in 2014-15. This was achieveddespite poor demand in the capital intensive industry and the sluggish demand in the tyreindustry. Customers continue to delay taking deliveries on time which have had made anadverse impact on the working capital of the Company. Alfred Herbert Limited isattempting to diversify its product mix and has installed a new machine to optimise a newCNC Machine to optimise its production facilities.
Pursuant to the provisions of the Companies Act 2013 Mr. A V Lodha Director retiresby rotation and being eligible offers himself for re-appointment.
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
The paid -up equity share capital of the Company as on 31st March 2016 was Rs.77.14lacs. During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.
The Company had discontinued its fixed deposit scheme in the financial year 2000-2001.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not taken or given any loans or given loans and investments coveredunder the provisions of Section 186 of the Companies Act 2013.
During the year the Company has provided a Corporate Guarantee to a Bank at Bangalorefor advancing Working Capital facilities to its wholly owned subsidiary Alfred HerbertLimited.
M/s. Ray & Ray Chartered Accountants will retire at the Annual General Meetingand they have given their consent to be reappointed for the current year.
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 5 meetings of the Board of Directors and 1 meeting of IndependentDirectors were convened and held. Also 4 meetings of Audit Committee and 2 meetings ofStakeholders Relationship Committee were held the details of which are given in theCorporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 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.16.35 lacs to Key ManagerialPersonnel Mr. R Radhakrishnan (CEO) and Mr. A K Basu (CFO).
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) andRegulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015the Board has carried out an annual performance evaluation of its own performance theDirectors 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 its operations.
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 visa-vis 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 2016 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. 1 of the Notes to theFinancial Statements have been selected and applied consistently and judgement andestimates have been made that are resonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2016 and of the profit of theCompany for the year 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. 13in the Notes to the Accounts. The other particulars relating toConservation of Energy and Technology Absorption stipulated under Section 134(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: 26thMay2016 ||CHAIRMAN |