The Directors of the Company take pleasure in presenting their 24th Annual Reporttogether with the annual audited financial statements for the financial year ended March31 2016.
The summary of the Companys financial performance for the financial year 2015-16as compared to the previous financial year 2014-15 is given below:
|Particulars ||Year Ended 31/03/2016 ||Year Ended 31/03/2015 |
|Total Revenue ||152729892 ||88112698 |
|Profit before Dep. & Int. ||11816135 ||12200782 |
|Depreciation ||656653 ||675965 |
|Interest ||15535 ||106047 |
|Profit after Depreciation & Interest ||11159482 ||11418770 |
|Provision for Taxation ||3033000 ||2320172 |
|Provision for Tax (deferred) ||36616 ||(35553) |
|Profit after Tax ||8089866 ||9134151 |
|Balance brought forward from previous year ||26482311 ||18828942 |
|Adjustment of Depreciation on account of transitional ||0.00 ||32042 |
|provision of schedule II of Companies Act 2013 || || |
|Add-MAT Entitlement ||0.00 ||551260 |
|Less-Transfer to General Reserve ||0.00 ||2000000 |
|Balance carried to Balance Sheet ||34572177 ||26482311 |
During the year your company has diversified its business into lamination and stampingfor rotating machines. During the year your company has income of Rs. 148512479/-including other income as compared to Rs. 90828308/- in the previous year. The NetProfit after tax was Rs. 8089866/- against the Net Profit of Rs. 9134151/-in theprevious year.
Your Directors recommend Rs. 0.30/-per shares
Issue of Bonus Shares
Your Director have pleasure to inform that the board of Directors in their Meeting heldon 31/05/2016 subject to the approval of the Members of the Company have decided to issueBonus Shares by capitalization of Reserve in proportion of 1 (One) Bonus Shares of Rs. 5/-each fully paid up as against 5 (Five) Equity shares of Rs. 5/- each held by the existingShareholders of the Company whose name appear in the Register of Members as on the Recorddate as may be decided by the Board of Directors of the Company.
Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014.
Board of Directors
During the year 2015-2016 the Management of the Company has changed
All Independent Directors have submitted the declaration of Independence as requiredunder Section 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down under Section149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.
Declarations Given By Independent Directors
All the Non-Executive and Independent Directors have confirmed to the Board that theyqualify to be considered as independent as per the definition of IndependentDirector stipulated in Section 149(6) of the Act and Clause 49(II)(B)(1) of theListing Agreement. These confirmations have been placed before and noted by the Board.
Policies On Directors Appointment And Remuneration
The policies of the Company on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended asAnnexure I (a) & I (b) to this Report.
Evaluation Of Board Of Directors
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement theNomination and Remuneration Committee of the Board carried out the annual evaluation ofthe performance of the Board as a whole the Directors individually as well as of variousCommittees of the Board. The performance evaluation of the Independent Directors wascarried out by the Nomination and Remuneration Committee and noted in turn by the Board.
Your Company has following Committees of Board viz 1. Audit Committee 2.Stakeholders Relationship Committee 3. Nomination and Remuneration Committee
Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Report on Corporate Governance formingpart of the Annual Report.
Directors Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of theAct with respect to Directors Responsibility Statement your Directors herebyconfirm that: in the preparation of the annual accounts the applicable accountingstandards have been followed; appropriate accounting policies have been selected andapplied consistently and estimates and judgments made are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;
the annual accounts have been prepared on a going concern basis; and
proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Company Auditors M/s. U. D. Kachare & Co. Chartered Accountants retire atthe conclusion ofthe forthcoming Annual General Meeting and are eligible forre-appointment. Pursuant to the provisions of Section 139 of the Companies Act 2013(the Act) read with Rule 6 of the Companies (Audit and Auditors) Rules 2014the Audit Committee and the Board have recommended their re-appointment as Auditors of theCompany from the conclusion of the forthcoming Annual General Meeting till the conclusionof the next Annual General Meeting of the Company. The Company has received a writtenconsent to such appointment from M/s. U. D. Kachare & Co. Chartered Accountants anda certificate that the appointment if made shall be in accordance with the criteria asspecified in Section 141 of the Act. As required under Clause 49 of the Listing Agreementthe Auditors have also confirmed that they hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. SARK & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year 2016-2017. The Report of theSecretarial Auditor is annexed herewith as Annexure II and forms an integral part of thisReport.
Risk Management And Internal Controls
The Company has a well-defined risk management framework in place. The details of therisks faced by the Company and the mitigation thereof are discussed in detail in theManagement Discussion and Analysis report that forms part of the Annual Report.
Reports on Corporate Governance and Management Discussion & Analysis
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under Clause 49 of the Listing Agreement form part of theAnnual Report. The certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance is annexed to the Corporate Governance Report.
Particulars of Contracts or Arrangements with Related Parties
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure III.
Particulars of Employees and Related Information
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as Annexure IV.
The Board meets at regular intervals to discuss and decide on the Companyspolicies and strategy apart from other Board matters.
During the financial year 2015-16 board meetings were held on 23/05/2015 14/08/201513/11/2015 09/02/2016 The gap between the two board meetings did not exceed 120 days.
Extract of Annual Return
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure IV.
Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo
In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Act read with Companies(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company.
Listing Of Shares Of The Company
The Equity Shares of your Company continue to remain listed on Bombay Stock ExchangeLtd. The Company has paid the listing fees as payable to the BSE Ltd. for the financialyear 2015-16 on time.
Vigil Mechanism/Whistle Blower Policy
The Company has not established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The details of the said Policy are included in the Report onCorporate Governance which forms part of the Annual Report. During the financial year2015-16 no cases under this mechanism were reported in the Company and any of itssubsidiaries/ associates.
Policy for Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace
The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the financial year2015-16 no cases in the nature of sexual harassment were reported at our workplace of thecompany.
Management Discussion and Analysis Report
Further a separate Management Discussion and Analysis Report covering a wide range ofissues relating to Industry Trends Company Performance SWOT analysis Corporate ProcessBusiness Outlook among others is annexed to this Report.
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification
The Chief Executive Officer and Chief Financial Officer Certification as required underClause 49 of the Listing Agreements and Chief Executive Officer declaration about the Codeof Conduct is Annexed to this Report.
The Directors express their sincere gratitude to the BSE Limited National StockExchange of India Limited Ministry of Finance Ministry of Corporate Affairs Registrarof Companies National Securities Depository Limited other government and regulatoryauthorities financial institutions and the bankers of the company for their ongoingsupport. The Directors also place on record their sincere appreciation for the continuedsupport extended by the Companys stakeholders and trust reposed by them in theCompany. The Directors sincerely appreciate the commitment displayed by the employees ofthe Company resulting in satisfactory performance during the year.
On behalf of the Board of Directors
(Din No. 01238700)
Annexure to Directors Report
Annexure -I (a)
Policy On Selection And Appointment Of Directors
Pursuant to the provisions of Section 178 of the Companies Act 2013 (the Act) theNomination and Remuneration Committee of a company is required to formulate the criteriafor determining the qualifications positive attributes and independence of a directorproposed to be appointed as an director on the board of the company.
This Policy document records the criteria for selection and appointment of directors onthe Board of the Company.
This Policy is applicable to selection and appointment of Directors on the Board of theCompany.
Criteria for selection of Directors:
The Nomination and Remuneration Committee (the Committee) of the Board ofthe Company to keep the following criteria in mind while assessing the suitability of anindividual as a director on the Board of the Company:
Demonstration of independence integrity high personal and professional ethics;
Ability and willingness to commit sufficient time to the responsibilities as aBoard member; Understanding of the Companys/Groups business and relatedindustry; General understanding of marketing finance and other disciplines relevant tothe business of the Company/ Group; Educational and professional background professional qualification and/or experience of having run a businessat senior managementand decision making level; Age giving sufficient experience as well as length of serviceavailable; Ability to assessment the conflict of interest if any; Personalaccomplishments and ability to influence decisions
The above are the broad parameters for assessing the candidates suitability. TheCommittee has the discretion to apply additional or different criteria as it may deem fit.
The Committee may also consider the contributions that a board candidate can beexpected to make to the collective functioning of the Board based upon the totality of thecandidates credentials experience and expertise the composition of the Board atthe time and other relevant circumstances.
The Committee will also keep in mind regulatory requirements in this regard. Forexample a person cannot serve on more than seven public listed company boards in additionto the Company. Also a person who serves as the Managing Director/ Chief Executive Officer(or equivalent position) of any company cannot serve on the Board of more than threeadditional public listed companies. The Company may appoint or re-appoint any person asthe Managing Director and/or Whole-time Director for a term not exceeding five years at atime. Further they shall not be reappointed earlier than one year before the expiry oftheir term.
An Independent Director can hold office for a term up to five consecutive years on theBoard of the Company and he is eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Boards report.
No Independent Director can hold office for more than two consecutive terms of fiveyears but such Independent Director is eligible for appointment after expiry of threeyears of ceasing to become an Independent Director. Provided that an Independent Directorshall not during the said period of three years be appointed in or be associated withthe Company in any other capacity either directly or indirectly.
Persons to be considered for appointment as directors are selected by the Nominationand Remuneration Committee in accordance with the policies and principles above and underthe Act and the Listing Agreement. The invitation to join the Board may be extended by theChairman of the Board.
Annexure -I (b)
Policy on Performance Evaluation and Remuneration of the Directors:
All members of the Board of Directors
To assist in the process of assessing the participation and contribution inthe Board level deliberations by the directors of the company
To monitor and evaluate the attainment of the Board objectives
To provide the Directors an opportunity to reflect on and assess their areas ofstrength and development
Criteria for determination of Remuneration of Directors:
The Non-executive Directors and Independent Directors will receive remuneration by wayof sitting fees for attending meetings of the Board and/or Committee thereof as decidedby the Board from time to time subject to the limits specified under the Companies Act2013 (the Act) including any amendments thereto. In addition to the sitting fees theNon-executive and Independent Directors may also be paid commission as may be determinedby the Board subject to the limits specified under the Act.
The remuneration of Non-executive Directors and Independent Directors will be governedby the role assumed number of meetings of the Board and the committees thereof attendedby the directors the position held by them as the Chairman and member of the committeesof the Board and overall contribution to the business. Besides these the determination ofremuneration of independent directors will also depend on the external competitiveenvironment track record individual performance of the directors and performance oftheCompany as well as the industry standards.