For the year ended 31st March 2015
Your Directors have pleasure in presenting their report on business and operationstogether with the Audited Accounts of your company for 2014-2015.
|FINANCIAL RESULTS || ||All figures in Rs. lacs |
|Particulars ||Current Year ||Previous Year |
|Total Revenue ||820.49 ||684.54 |
|Profit before Interest & Depreciation ||203.03 ||147.24 |
|Interest ||0.00 ||0.10 |
|Depreciation ||14.70 ||20.41 |
|Profit before taxation ||188.33 ||126.73 |
|Provision for Tax ||38.68 ||26.02 |
|Profit after tax ||149.65 ||100.71 |
REVIEW OF OPERATIONS:
The Companys manufacturing activity of granite products in its 100 % ExportOriented Unit (EOU) at Tumakuru had to be kept at its lower level due to continuedunfavourable trading condition for granite products in the export market. The companyhowever undertook other activities such as trading transportation investments shortterm lending of surplus fund etc. During the current financial year total revenue of thecompany increased to Rs.820.49 lacs from Rs.684.54 lacs as in previous year. The aboveincrease was mainly caused by clearance of old finished stock of the company at cost or atvery marginal profit. Since the plant facilities mostly remain inoperative during theyear for reasonably long period and due to technological obsolescence it would be prudentto dispose of this facility in future and diversify its activities.
The company continues to make effort to diversify its activities. Towards this end thecompany is exploring the viability of a plant of cement moulded product mainly electricpoles to be manufactured and supplied in Uttar Pradesh or Bihar.
DIVIDEND AND RESERVE:
In view of the business growth your Directors deem it proper to preserve the resourcesand refrain from dividend distribution in this financial year. During the financial year2014-15 the Company did not transfer any amount to Reserve.
The Company appointed Smt. Uma Poddar (DIN 07140013) as additional director with effectfrom 30th March 2015 and complied with the Section 152 of the Companies Act 2013 readwith rules relating to appointment of Woman Director. She vacates her office in theensuing Annual General Meeting in terms of Section 161 of the Companies Act 2013. Yourdirectors are of the view that the Company would be benefited by the wealth of knowledgeof Smt. Uma Poddar and therefore recommend her name for appointment as director of thecompany. The same is now put up for approval of members at the ensuing annual generalmeeting subject to the compliance of the Act and rules made there under. She does not holdany shares of the Company in her own name. Necessary details have been annexed to theNotice of the meeting in terms of section 102(1) of the Companies Act 2013.
With deep regret it is informed that Sri Shanker Lal Singhania Independent Director ofthe Company expired on 16th April 2015 and hence ceased to be director of the Company.He was also member of the Committees of the Company which were re-constituted accordinglyafter his sudden demise.
Sri Om Prakash Kedia (DIN 03596892) Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointmentas Director pursuant to the provisions of the Companies Act 2013 and Articles ofAssociation of the Company. He does not hold any share in his own name.
All the Independent Directors have given declaration that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information obtainedDirectors states:-
(i) in the preparation of the annual accounts for the year ended 31st March 2015 theapplicable accounting standards read with requirements set out under Schedule III of theAct have been followed and there are no material departures from the same;
(ii) the directors have 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 profitof the company for the year ended on that date;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the directors have prepared the annual accounts on a going concern basis; and
(v) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Board Evaluation was carried out on the basis of various factors as composition ofBoard and its Committees its functioning performance of specific duties and obligations.The performance evaluation of the Independent Directors was done by the entire Board ofDirectors (excluding the director being evaluated). The performance evaluation of theNon-Independent Directors was carried out at separate meeting of Independent Directors.The Board of Directors expressed their satisfaction with the evaluation.
The ratio of the remuneration of Mr. Krishna Murari Poddar Managing Director to themedian remuneration of the employees of the company for the financial year 2014 2015 is5.56 times. There is no increase in remuneration of Key Managerial Personnel in thefinancial year 2014 15 as compared to last financial year 2013 14. No other Director isdrawing any remuneration from the Company.
The percentage increase in the median remuneration of the employees of the Company forthe financial year is 14.87% which is in line with the rise in the companys totalrevenue by 19.86% during the current financial year. The factors considered whilerecommending increase in remuneration are financial performance of the Company comparisonwith peer companies industry benchmarking contribution made by the employee andregulatory guidelines as applicable to Managerial Personnel. The variables pay is as perpolicy of the Company. The remuneration including other perquisites of Mr. Krishna MurariPoddar Managing Director is 1.00% of the gross revenue for the financial year 2014 2015.The remuneration of other two KMP (CFO & CS) is for the part of the year and so datais incomparable. The remuneration paid is as per the remuneration policy of the Company.There were 25 employees as on March 31 2015.
Total Market Capitalization of the Company as on 31st March 2015 is Rs.623.60 lakhswhich is higher than previous financial year by Rs.217.53 lakhs. The price earning ratioon the closing date of financial year 2014 - 15 is 4.17 as compared to 4.06 in theprevious financial year.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
For the Financial Year 2014-15 the Company held 6 meetings of the Board of Directorson the following dates : - 30th May 2014 8th August 2014 30th September 2014 14thNovember 2014 6th February 2015 and 30th March 2015.
RECONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT 2013
The company has reconstituted all the exiting committees of the board as per theprovisions of Companies Act 2013 with proper composition of its members more specificallydescribed in Corporate Governance Report which forms integral part of this report.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Section 129(3) of the Companies Act 2013 read with rules andAccounting Standard 21 on Consolidated Financial Statements the Annual Report alsoincludes Consolidated Financial Statement for the financial year 2014-15.
The company has a unlisted subsidiary company namely Kingstone Krystals Ltd. In termsof the provision 129(3) of the Companies Act 2013 read with rules a report onperformance and financial position of the subsidiary company for the financial year ended31st March 2015 is annexed. The Annual Report of the subsidiary company is not attachedto this annual report however the same shall be made available to any member forinspection at the registered office head office of the company and of its subsidiary.
AUDITORS & AUDITORS REPORT:
The Auditors M/s. G.K. Tulsyan & Co. Chartered Accountants retire at theconclusion of the ensuing Annual General Meeting and are eligible for re-appointment. TheDirectors recommend their reappointment subject to compliance of Section 139 of theCompanies Act 2013 and the rules made there under. Report of the Auditors includingreference made therein to the notes forming part of the Statement of Accounts are selfexplanatory and does not require to be elucidated further.
INTERNAL FINANCIAL CONTROL
Adequate internal financial controls are in place to manage the business affairs of theCompany. Proper procedures are adopted ensuring the orderly and efficient conduct ofbusiness including safeguarding of its assets prevention and detection of errors andfrauds accuracy and completeness of the accounting records and timely preparation ofreliable financial information and the same is reviewed at regular intervals dependingupon situation of business of Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
For the period under review all the transactions entered with related parties were onarms length price and in the ordinary course of business and that the provisions ofthe Section 188 of the Companies Act 2013 is not attracted. Further there are nomaterially significant related party transactions during the year under review made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large. Thusdisclosure in Form AOC-2 is not required. Further all transactions with related partiesare given in the notes to Financial Statements.
PARTICULARS OF LOANS ADVANCES & INVESTMENTS
Details of loans & investments are given in the notes to Financial Statements.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established vigil mechanism policy to report genuine concerns andgrievances. It has been posted at Companys website www.ceeta.com
The purpose of risk management is to identify evaluate and mitigate the operationalstrategic and external environment risk. The Board has overall responsibility ofmonitoring and mitigating the risks through regular review of its overall operations.
Your company did not accept any deposits from the public under section 73 of theCompanies Act 2013 read with rules during the year under review.
Your Directors would like to put on record their appreciation of the sincere anddedicated services rendered by the loyal employees of the Company. There was no employeesdrawn remuneration of or in excess of the amount prescribed under the Companies Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as per Section 134(3) of the Companies Act 2013 read with Rules are givenin the Annexure A as forming part of the report.
The Company believes in and has practiced good Corporate Governance. The spirit ofCorporate Governance is being gradually built up in the Company and is not just restrictedto ensuring compliance with regulatory requirements but also meeting higher standards oftransparency accountability and integrity in respect of all its transactions. Based uponthe above philosophy your Directors present a report on corporate governance asAnnexure B to their report.
EXTRACT OF THE ANNUAL RETURN
The extract of annual return as on the financial year ended March 31 2015 in Form No.MGT-9 as required under section 92 of the Companies Act 2013 is annexed to this report.
SECRETARIAL AUDIT REPORT :
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. Drolia & Co. a Company Secretary in practice as Secretarial Auditor ofthe Company. The secretarial audit report is annexed to this report. Report of theSecretarial Auditor including reference made therein are self explanatory and does notrequire to be elucidated further.
The other disclosures not commented upon in this report pursuant to Section 134 of theCompanies Act 2013 read with rules are not applicable to the Company for the financialyear under review.
Your Directors wish to express their sincere appreciation to the esteemed employeesshareholders various customers and their consultants Companys bankers for theircontinued support assistance and co-operation to Company.
| ||On behalf of the Board |
|Place : Kolkata ||K. M. Poddar |
|Dated : 30/05/2015 ||Managing Director |
| ||Arabinda De |
| ||Director |
ANNEXURE A FORMING PART OF DIRECTORS REPORT:
PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy:
|Power and Fuel Consumption ||Current Year ||Previous Year |
| ||(2014-15) ||(2013-14) |
|1. Electricity - Purchased || || |
|Units (Kwh) ||81592 ||52551 |
|Total Amount (Rs.) ||699078 ||514919 |
|Rate/ Unit (Rs.) ||8.57 ||9.80 |
|2. Electricity Owned Generation || || |
|Through Diesel Generator || || |
|Units (Kwh) ||NIL ||NIL |
|Units/ Ltrs of Diesel Oil || || |
|Total Amount (Rs.) ||NIL ||NIL |
|Cost/ Unit (Rs.) || || |
a) Research & Development (R & D)
|1.Specific areas in which R & D carried out by the Company and benefits derived as a result thereof. ||No research and development work has been carried out by the Company. Therefore there is no expenditure on account of R & D. |
|2.Future plan of action. ||The Company is looking for new prospects hence it has kept in abeyance its plan on research and development. |
b) Technology Absorption Adaptation and Innovation
Technical Innovations/ modifications are being made on regular basis in the process toachieve cost reduction product improvement etc.
|C.Foreign Exchange Earnings and Outgo ||(Rs.in lacs) |
|1.Foreign Exchange Earnings ||43.88 |
|2. Foreign Exchange Outgo || |
|I) CIF Value of Imports of Components & Spare Parts ||NIL |
|ii) Expenditure in Foreign Currency on Foreign Travel & Others ||NIL |