Your Directors have pleasure in presenting the 29th Annual Report of the Companytogether with the Audited statement of Accounts for the financial year ended 31st March2015.
Financial Highlight (Stand Alone)
During the year under review performance of your company as under :
(Rs. In Lakhs)
|Particulars ||2014-15 ||2013-14 |
|Sales (Net) ||8231.54 ||9335.57 |
|EBDIT ||780.83 ||900.79 |
|Interest ||454.20 ||397.08 |
|Depreciation ||154.16 ||125.31 |
|Profit before Tax ||172.47 ||378.40 |
|Income Tax || || |
|-Current Tax ||55.60 ||88.28 |
|-Deferred Tax ||-0.12 ||19.63 |
|Profit after Tax ||116.99 ||270.49 |
|Balance brought forward from last year ||1218.44 ||947.95 |
|Earlier Year Adjustment || || |
|Balance carried forward to Balance Sheet ||1335.43 ||1218.44 |
State of Companys Affairs
During the year the sales has been decreased 11.19% compared to previous years sale andprofit after tax has been decreased 56.75% compared to previous year. Out of total salestrading sale is Rs. 38.79 crore balance sale is cement.
The 1st phase of production (i.e. grinding unit) has started in May 2015 which wasinaugurated by Chief Minister of Jharkhand on 13th July 2015. The 2nd phase (i.e. clinkerunit) will complete by the end of this year. Due to escalation of project cost the amountof term loan for the patratu project has increased from Rs.125.00 crore to Rs. 197.83crore.
The profit for the year is not enough to declare the dividend therefore your directorsdo not recommend any dividend for the year ended 31st March 2015.
Amount Transferred to Reserve
During the year Rs. 11699128.21 has been transferred to General Reserve.
Changes in Share Capital
During the Financial Year 2014-15 the share capital of the Company has been increasedfrom Rs. 651393630/- to Rs. 825543630/- pursuant to allotment of equity shares onconversion of 17415000 warrants of Rs 10/- each under Preferential allotment.
Extract of Annual Return
The extract of Annual Return in format MGT -9 for the Financial Year 2014-15 has beenenclosed with this report.
Number of Board Meetings
During the Financial Year 2014-15 7 (seven) meetings of the Board of Directors of thecompany were held.
Particulars of Contracts or Arrangements with Related Parties
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2014-15 has been mentionedin the notes of account of the Balance Sheet.
Explanation To Auditors Remarks
The Auditors report is self explanatory and does not contain any qualificationreservation or adverse remark.
Material Changes Affecting the Financial Position of the Company
There is no material changes during the year which affect the financial position of thecompany however the first phase of production from the patratu plant has started in themonth of June 2015
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas mentioned in the Annexure attached with this report.
Details of Subsidiary Joint Venture or Associates
The Company has no subsidiary card also there is o joint venture agrement with anyentry during the year. The name of associate company has been mentioned in the BalanceSheet.
Risk Management Policy
The Board of your company has formulated a risk management policy in connection withthe risk that the organization faces in its day to day business such as strategicfinancial credit market liquidity security property IT legal regulatory etc. Theboard reviews the policy in regular interval and
Details of Directors and Key Managerial Personnel
During the year Mr. Bal Krishan Ladha and Mr. Ansul Agarwal have resigned from thedirectorship of the company. Mr. Jagdish Chander Bhutani and Mrs. Rachana Agarwal haveappointed as director of the company during the year. The Company has promoted Mr SajjanKumar Agarwal from Finance Manager to CFO during the year.
Mr. Prem Prakash Agarwal is a director who is retiring by rotation in the ensuingAnnual General Meeting.
Details of significant & material orders passed by the regulators or courts ortribunal
There are no significant and material orders passed by any regulators or courts ortribunal against or in favour of the company during the year.
Statement in Respect of Adequacy of Internal Financial Control with Reference to theFinancial Statements
The Company has adequate internal financial control with reference to financialstatement.
The Company has not accepted any deposits during the year.
Receipt of any commission by MD / WTD from a Company
Managing Director or Whole Time Director are not receiving any commission from theCompany.
Declaration by Independent Director
The company has received the declaration from all the Independent directors of thecompany confirming that they meet the criteria of independence as prescribed under the Actand clause 49 of the Listing Agreement with the company.
Re-appointment of Independent Auditor
The reappointment of Independent Director is not required in this year.
Secretarial Audit Report
Copy of Secretarial Audit Report issued by a Practicing Company Secretary is attachedwith this report.
Corporate Social Responsibility (CSR) Policy
The company has incurred some expenditure under the head of Corporate SocialResponsibility which is mentioned in the Management Discussion & Analysis Report.
There is a Audit Committee of the company which has constituted and proper compliancehas been done as per the Listing Agreement between the Stock Exchanges and the Company.Details has been mentioned in the Management Discussion and Analysis Report.
Statement Indicating the Manner in which Formal Annual Evaluation has been made by theBoard of its own Performance its Directors and that of its Committees
The company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual directors which includes criteria for performanceevaluation of executive and non-executive director.
Nomination & Remuneration Committee Policy
There is a Nomination and Remuneration Committee of the company which has constitutedand proper compliance has been done as per the Listing Agreement between the StockExchanges and the Company. Detail has been mentioned in the Management Discussion andAnalysis Report.
Disclosure on Establishment of a Vigil Mechanism
The vigil mechanism of the company which also incorporates a whistle blower policy interms of the Listing Agreement includes Ethics and Compliance Management comprisingsenior executives of the company. The whistle blower can inform any irregularity fraud orviolation to Chairman of the Audit committee which will be protected.
The details report on Corporate Governance is separately mentioned under the head Reporton Corporate Governance after the Management Discussion & Analysis Report.
According to Section 197(12) of the Companies Act 2013 and Rule 5 of The Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 following are thedisclosures in detail:
The ratio of the remuneration of each director to the median remuneration of theemployee of the company for the financial year : :
|The percentage increase in remuneration of each director CFO CEO and Company Secretary in the financial year ||: No Increase |
|The percentage increase in the median remuneration of employees in the financial year ||: No Increase |
|The number of permanent employee on the rolls of the company ||: 205 |
|The relationship between average increase in remuneration and company performance ||: No Increase |
|The Comparison of the remuneration of the key managerial personnel against the performance of the company ||: No Increase |
Variation in market capitalization : Decreased by 10% compared to previous year
Price Earning Ratio as on 31.03.2014 : 26.45 31.03.2015 : 61.33
Percentage increase over decrease in the market quotation compared to IPO rate:
Comparison of each remuneration of KMP compared to performance of the company :As per remuneration policy of the company.
The key parameters for any variable component of remuneration availed by thedirectors: No variable component
There is no employee who draws salary more than the Managing Director of thecompany who is the highest paid director.
Remuneration paid to directors and employees as per the remuneration policy ofthe company.
The disclosure under the Sub Rule 2 of Rule 5 of The Companies (Appointment &Remuneration of Managerial Personnel) Rule 2014 is not required as no employee'sremuneration is touching or crossing the limit specified in the said rule.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
There is no such instances happened during the year at the work place of the company.
Fraud Reporting (Required by Companies Amendment Bill 2014)
No case of fraud has been reported to the Audit Committee or Board during the year.
The auditors M/s. N. K. Agarwal & Co. Chartered Accountant retire at theconclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Theretiring auditors have given their consent for re-appointment. The Company has received acertificate under Rule 4(1) of the Companies (Audit & Auditors) Rule 2014 from theAuditors that their appointment if made will be in accordance with the limits asspecified in section 141 (3) (g) of the Companies Act 2013.
The Board proposes the reappointment of M/s N. K. Agarwal & Co. as statutoryauditors of the company based on the recommendation of the Audit Committee to hold officefrom the conclusion of the ensuing Annual General Meeting until the conclusion of the nextAnnual General Meeting.
As per the provision of Section 148 of the Companies Act 2013 the Company's costrecords for the year ended March 2015 are being audited/ reviewed by Cost Auditor M/s AS& Associates. The Cost Audit Report for the year ended 31st March 2014 was filled inaccordance with Cost Audit (Report) Rule 2001 within the stipulated time. For theFinancial Year 2015-16 the Board of Directors of the Company has appointed M/s AS &Associates cost auditor to audit the cost records of the company as per therecommendation of the Audit Committee. The remuneration of the of the cost auditor shallbe ratified by the share holders of the company in the ensuing Annual General Meeting.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report forming part of the Directors Report forthe year under review as stipulated under Clause 49 of the Listing Agreement with theStock Exchange is annexed to this Annual Report.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2015 and of the profit/loss of the Company for that period;
c) the directors had 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) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Directors express their deep sense of gratitude to the Financial InstitutionsBanks Government Authorities dealers suppliers business associates and Company'svalued customers and the esteemed Shareholders for the faith they continue to repose inthe Company and look forward to their continued support in future.
The Directors also warmly thank all the employee of the Company for their contributionto company's performance and progress.
For and on behalf of the Board
Vice Chairman and Managing Director
MANOJ KUMAR AGARWAL
ANNEXURE - A TO THE DIRECTOR'S REPORT FOR THE YEAR ENDED 31ST MARCH 2015.
A. CONSERVATION OF ENERGY
a. Steps Taken for Energy conservation.
Installed compact fluorescent lamp (CFL) at Plant and Registered Office
b. Steps taken to use alternative sources of energy. N.A.
c. Capital Investment on energy conservation : N. A.
d. Total Power and Energy consumption per unit of Production: N.A.
|Power and Fuel Consumption ||Current Year ||Previous Year |
| ||(2014-15) ||(2013-14) |
|1. Electricity || || |
|a. Purchase || || |
|Units (KWH) ||6031951 ||13134085 |
|Total Amount (Rs.in Lacs) ||494.95 ||1062.19 |
|Rate per unit ||8.21 ||8.09 |
|b. Own Generation || || |
|I)Through Diesel Generators || || |
|Unit ||NA ||NA |
|Unit per Ltr. of Diesel Oil ||NA ||NA |
|Cost per Unit ||NA ||NA |
|I)Through Steam turbine/generator || || |
|Unit ||NA ||NA |
|Unit per Ltr. of Fuel Oil/Gas ||NA ||NA |
|Cost per Unit ||NA ||NA |
|2. Coal (A to D grade used in Dryer) || || |
|Quantity (Tonnes) ||450 ||645 |
|Total Amount (Rs. in Lacs) ||37.77 ||56.39 |
|Average Rate (Rs.) ||8393.52 ||8742.93 |
|3. Furnace Oil || || |
|Quantity (K. Ltrs) ||NIL ||NIL |
|Total Amount (Rs. in Lacs) ||NIL ||NIL |
|Average Rate (Rs.) ||NIL ||NIL |
|4. Other (Diesel)/ Internal Generation || || |
|Quantity (Litre) || ||124842 |
|Total Amount (Rs. in Lacs) ||53.16 ||83.38 |
|Rate per Litre || ||66.79 |
Consumption per Ton of Cement Production
| ||Standards (if any) ||Current Year (2014-15) ||Previous Year (2013-14) |
|Electricity (Unit) || ||67.33 ||68.53 |
|Furnace Oil ||N. A. ||NA ||N.A. |
|Coal (Ton) (A to D grade used in dryer) ||N. A. ||0.005 ||0.003 |
|Others (Diesel) ||N. A. || ||0.651 |
|TECHNOLOGY ABSORPTION || |
|Efforts made for technology absorption ||: NA |
|Benefits Derived ||: NA |
|Expenditure on Research & Development ||: NA |
|Details of Technology import ||: NA |
|B. FOREIGN EXCHANGE EARNING AND OUTGO || |
|a) Activities relating to export: - Initiative are being taken to start exports to neighboring countries. || |
|b) Foreign exchange Earning ||Nil |
|Foreign exchange outgo ||Nil |
For and on behalf of the Board
V.C. & Managing Director
Manoj Kumar Agarwal
Date : 13.08.2015