Your Directors have pleasure in presenting the 29th Annual Report together with theAudited Accounts for the year ended 31st March 2016
Rupees in lakhs
|PARTICULARS ||2015-2016 ||2014-2015 |
|NET REVENUE FROM OPERATIONS ||69983.59 ||69342.32 |
|OTHER INCOME ||219.88 ||166.23 |
|PROFIT BEFORE FINANCIAL CHARGES & DEPRECIATION ||3166.40 ||3401.21 |
|LESS: FINANCE COSTS ||537.97 ||620.92 |
|PROFIT BEFORE DEPRECIATION & TAXATION ||2628.43 ||2780.29 |
|LESS: || || |
|A) DEPRECIATION ||1670.22 ||1642.25 |
|B) PROVISION FOR TAXATION || || |
|- CURRENT TAX(NET OF MAT CREDIT ENTITLEMENT) ||231.29 ||234.95 |
|- DEFERRED TAX ||22.60 ||91.10 |
|NET PROFIT AFTER TAX ||704.32 ||811.99 |
|ADD: BROUGHT FORWARD FROM PREVIOUS YEAR ||50.00 ||50.00 |
|PROFIT AVAILABLE FOR APPROPRIATION ||754.32 ||861.99 |
|APPROPRIATIONS: || || |
|PROPOSED DIVIDEND ||282.60 ||282.60 |
|CORPORATE DIVIDEND TAX ||57.53 ||57.53 |
|TRANSFER TO GENERAL RESERVE ||- ||471.86 |
|BALANCE CARRIED FORWARD TO BALANCE SHEET ||414.19 ||50.00 |
FINANCIAL HIGHLIGHTS AND OPERATIONS
The gross revenue from operations and other income for the financial year under reviewwas Rs. 79533.57.lacs as against Rs 78371.57 lacs for the previous financial year. Theprofit before finance costs depreciation and taxation is Rs. 3166.40 lacs for thefinancial year under review as against Rs 3401.21 lacs for the previous financial yeari.e. decrease by 6.90%. The profit after tax decreased to Rs.704.32 lacs as compared toRs. 811.99 lacs for the previous financial year i.e. decrease by 13.26%. This is mainlydue to on account of expenses incurred on strengthening of R&D Department and BusinessDevelopment.
Your Directors are pleased to recommend for the approval of the shareholders adividend of 45% (Re 0.90/- per equity share) for the financial year ended 31.03.2016.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion And Analysis as stipulated under Regulation 34 of the SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of the Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013
All contracts/ transactions entered into by the Company during the financial year withrelated parties were in the ordinary course of business and on arm's length basis. TheRelated Party Transactions Policy as approved by the Board is uploaded on the Company'swebsite at the weblink:
http://www.bharatseats.com/investors/Policy on Related Party Transactions.
The information relating to particulars of contracts or arrangements with relatedparties referred to in sub section (1) of section 188 of the Companies Act 2013 in FormAOC-2 is annexed as Annexure I forming part of this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3)( m) of the Companies Act 2013 readwith Rule 8(3) of Companies(Accounts) Rules 2014 is annexed hereto as Annexure IIforming part of this Report.
BOARD ANNUAL EVALUATION
In compliance with the Companies Act 2013 and SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 performance evaluation was carried out of the Board itsCommittees and individual Directors including the Chairman of the Board.
Nomination & Remuneration Committee reviewed the evaluation criteria for the Boardits Committees Executive and non-executive Directors and Chairman of the Companyconsidering qualification expertise attributes and various parameters based on whichevaluation of the Board has to be carried out by the Company.
A separate meeting of the independent directors was convened which reviewed theperformance of the Board(as a whole) Committees of the Board the nonindependentdirectors and the Chairman.
The evaluation of Independent Directors was carried out by the entire Board.
This exercise was carried out through structured evaluation process covering variousaspects of the Board such as composition of the Board/ Committees experiencecompetencies performance of specific duties etc. Separate exercise was carried out toevaluate the performance of individual directors including Board Chairman who wereevaluated on the parameters such as attendance contribution at the meeting independentjudgment etc. and was found to be satisfactory.
DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:
In accordance with the Articles of Association of the Company and relevant provisionsof the Companies Act 2013 Mr. Narinder Dev Relan(DIN: 00240280) and Mr. Ajay Relan(DIN:00257584) are liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible have offered themselves for reappointment.
The Board recommends their re-appointment.
Mr. Venkat Raman Challa Nominee Director - Maruti Suzuki India Limited was appointedas an Additional Director w.e.f.18th July 2015 who shall hold office upto the date ofthe ensuing Annual general meeting. The Company has received requisite notice in writingfrom the member proposing the candidature of Mr. Challa for the office of Director. TheBoard recommend the appointment of Mr. Challa.
During the year Mr. I.V Rao Director resigned w.e.f. close of business hours on 17thJuly 2015. The Board placed on record its appreciation for the valuable services renderedby Mr. I.V.Rao during his association with your Company.
The Company has received declaration from all the Independent Directors confirming thatthey meet the criteria of Independence as prescribed under Section 149(6) of the CompaniesAct 2013 read with the schedules and rules made thereunder as well as SEBI(ListingObligations And Disclosure Requirements) Regulations 2015.
KEY MANAGERIAL PERSONNEL(KMP):
Mr. Rohit Relan Managing Director Mr. TJ.Chacko Director (Operations) Mr. SanjeevKumar CFO and Ms. Ritu Bakshi Company Secretary continue to be the KMPs of the Companyin terms of Section 203 of the Companies Act 2013 read with the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements as set out by the Regulators/ applicablelaws.
The report on Corporate Governance as stipulated under SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 been included in this Annual Report as separatesection alongwith the Auditors' Certificate. The composition of Audit Committee withother details also form part of Corporate Governance Report.
DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT 2013
During the year your Company has not accepted any deposits within the meaning ofsection 73 of the Companies Act 2013 read with Companies(Acceptance of Deposit)Rules2014and as such no amount of principal or interest was outstanding as on the date of theBalance Sheet.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGISTRARS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS
A strong internal control culture is prevalent in the Company. The Internal Auditormonitors the compliance with the objective of providing to the Audit Committee and theBoard of Directors an independent and reasonable assurance on the adequacy andeffectiveness of the organisation's governance processes.
The Equity shares of the Company are listed at Bombay Stock Exchange. The Company haspaid listing fees due to the Stock Exchange.
CORPORATE SOCIAL RESPONSIBILITY (CSR )
The CSR Policy recommended by the Audit Committee and approved by the Board isuploaded on the Company's website at the weblink:
http://www.bharatseats.com/investors/CorporateSocial Responsibility Policy
The Corporate Social Responsibility Report as provided in Companies(Corporate SocialResponsibility Policy) Rules 2014 is annexed hereto as Annexure III.
EXTRACT OF ANNUAL RETURN
Pursuant to sub section (3) of Section 92 and Sub section (3)(a) of Section 134 of theCompanies Act 2013 read with Rue 12 of Companies(Management And Administration)Rules2014 the extract of Annual return as on 31st March 2016 is annexed hereto as AnnexureIV.
NUMBER OF MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the financial year. Forfurther details please refer the Report on Corporate Governance to this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) ( c) of the Companies Act 2013 the Directors confirm that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made from the same.
(b) Appropriate accounting policies have been selected and applied consistently andjudgments and estimates made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at 31st March 2016 and of the Profit or Lossof the Company for the year ending 31st March 2016;
(c) 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) The annual accounts have been prepared on a going concern basis.
(e) Internal financial controls to be followed by the Company have been laid down andthat such internal financial controls are adequate and were operating effectively.
(f) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
PARTICULARS OF EMPLOYEES
Disclosure as required under Sub Rule 2 of Rule 5 of Companies (Appointment AndRemuneration of Managerial Personnel) Rules 2014 is annexed hereto as Annexure V.
The ratio of the remuneration of each Director to the median employees' remunerationand others detail in terms of Sub Section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as part of the report to Annexure V.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS AS PROVIDED UNDER SUB SECTION(3) OF SECTION 178 OF THE COMPANIES ACT 2013
The Company has formulated a Nomination And Remuneration Policy. Details are providedin Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THECOMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK IF ANY WHICH IN THE OPINIONOF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY
1. The Company has in place the Risk Management Policy to identify and assess the keyrisk areas and monitor the same.
The Board periodically reviews the risks and suggests steps to be taken to control therisks.
2. WHISTLE BLOWER POLICY
The Company has implemented Whistle Blower Policy. The Audit Committee and the Boardperiodically reviews the policy and its implementation.
The Whistle Blower Policy may be accessed at the Company's website at weblink:http://www . bharatseats.com/investors/policies/Whistle BlowerPolicy.pdf
Our relations with the employees are very cordial. Your Directors would like to placeon record their appreciation of the commitment and efficient services rendered by allemployees of the Company without whose wholehearted efforts the overall satisfactoryperformance of the Company would not have been possible.
AUDITORS AND AUDITORS' REPORT
(a) Statutory Auditors
M/s S.S.Kothari Mehta & Co. Chartered Accountants hold office till the conclusionof the ensuing Annual General Meeting and being eligible offer themselves forreappointment. They have confirmed that their re-appointment if made would be within theprescribed limits under the Act and that they are not disqualified for re-appointment.
The notes on financial statement referred to in the Auditors' Report are selfexplanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
(b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hadappointed Ms.Nidhi Chawla Practising Company Secretary to conduct Secretarial Audit forthe financial year: 2015-16. The Company provided all assistance and
facilities to the Secretarial Auditor for conducting their audit. The report ofSecretarial Auditor for the financial year 2015-16 is annexed herewith marked as AnnexureVII to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
The Company is committed to the protection of environment and is not involved in anytype of activity hazardous to environment. It strictly adheres to the provisions ofenvironmental laws. There is no trade effluent generated by the Company which may causepollution. Our Company is an ISO14001 certified company.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE(PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act2013.
The following is the summary of the complaints received and disposed off during thefinancial year: 2015-16:
a) No. of complaints received : NIL
b) No. of Complaints disposed off: NIL
The Directors place on record their deep appreciation of the valuable assistance andco-operation extended to the Company by Suzuki Motor Corporation Japan Maruti SuzukiIndia Ltd. Suzuki Motorcycle India Pvt.Limited Toyo Seat Co.Ltd. Japan Houwa Kogyo CoLtd Japan Inoac Corporation Japan State Bank of Travancore Bank of Tokyo- MitsubishiUFJ Ltd. Yes Bank Ltd. IDBI Bank Ltd. various departments of Central Government andHaryana State Government. The directors convey their deep appreciation to employees at alllevels for their commitment and collective team work.
Your support as shareholders is greatly valued .
Your Directors thank you and look forward to the future with confidence.
| ||For and on behalf of the Board |
| ||BHARAT SEATS LIMITED |
|Place : New Delhi ||(N. D. RELAN) |
|Dated : 15th April 2016 ||CHAIRMAN |