We are pleased to present the 28th Annual Report on the business and operations of yourcompany along with audited financial statements for the financial year ended March 312016.
The Company reported a sales turnover of Rs. 18807 lakhs as against Rs.19438 lakhs inthe previous financial year recording a decrease of about 3.25%. The reduction in theturnover was due to decrease in the price of the metal during the financial year but theCompany has achieved 14 % growth in the quantity dispatched during the financial year ascompared to the previous financial year. The Power Transmission & DistributionHardware (Power T & D Hardware) division recorded a sale of Rs.304 lakhs as againstRs. 202 lakhs in the previous financial year. The balance of the turnover was contributedby Company's principal business i.e. by Aluminium Extrusions Division.
The Profit after Tax (PAT) for the financial year is Rs. 91 lakhs as against profit ofRs. 144 lakhs reflecting decrease of about 36% in the financial performance of theCompany.
TRANSFER OF RESERVES
The Company has transferred Rs. 91 Lacs to the reserve and surplus during the financialyear.
Due to inadequacy of distributable profits during the fiscal under review the Board ofDirectors regrets their inability to recommend a dividend payout.
OPERATION AND PERFORMANCE OF THE COMPANY
The year under review was one of the most difficult one for the company. Companyperformance suffered largely due to poor performance of the metals industries. Order bookis improving and the outlook for the financial year 2016-17 is better. However marginscontinue to be under pressure and the cash flow is also constrained. The management isgiving special attention on cost reduction and cost control to improve the financialperformance.
(Rs. in Lacs except per share data)
| || |
|PARTICULARS ||31-Mar-2016 ||31-Mar-2015 |
| ||Audited ||Audited |
|Income from Operations || || |
|Net Sales/ Income from Operation (Net of excise duty) ||16797 ||17384 |
|Other Operating Income ||- ||- |
|Total Income from operations (Net) ||16797 ||17384 |
|Total Expenses except finance cost ||16267 ||16909 |
|Profit/Loss from Operations before other income interest & exceptional items ||530 ||475 |
|Other Income ||247 ||372 |
|Profit/Loss from ordinary activities before Interest & exceptional items ||777 ||847 |
|Finance Cost ||695 ||746 |
|Profit/Loss from Ordinary Activities after Interest but before exceptional items ||82 ||101 |
|Exceptional Items ||- ||(3) |
|Profit/Loss from Ordinary Activities before Tax ||82 ||104 |
|Tax Expenses - Deferred Tax Assets ||(35) ||(40) |
|Net Profit/Loss from Ordinary Activities after Tax ||117 ||144 |
|Extraordinary items ||26 ||- |
|Net Profit/Loss for the period ||91 ||144 |
The Aluminium Extrusions Production for the year was 10202 MT as against 8938 MT inprevious financial year.
The Company has been proactive in following the principles and practices of goodCorporate Governance as an important step towards building investor confidence improveinvestors' protection and maximize long-term shareholder value.
The Company has complied with the Corporate Governance Code prescribed by the StockExchanges and also stringently followed the Corporate Governance Guidelines as stipulatedby SEBI.
Our report on Corporate Governance for financial year ended March 31 2016 forms partof this Annual Report.
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
As required by the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Auditors' Certificate on CorporateGovernance is enclosed as Annexure - 1 to the Board's Report. The Auditors' certificatefor the year ended March 31 2016 does not contain any qualification reservation oradverse remark.
The Board met six times during the year. The details are given in the CorporateGovernance Report that forms a part of the annual report.
The Company has an appropriate mix of Executive Non-Executive and IndependentDirectors to maintain the independence of the Board and separate its functions ofgovernance and management. Currently the Board consists of five members one of whom isExecutive or Managing Director and four Non-Executive Independent Directors including aWoman Director. The Number of Non-Executive Directors is more than fifty percent of totalnumber of Directors. The Board periodically evaluates the need for change in itscomposition and size.
Non- Executive Directors with their diverse knowledge experience and expertise bringin independent judgment in the deliberations and decisions of the Board.
The details are given in the Corporate Governance report that forms a part of theannual report.
APPOINTMENT / RE-APPOINTMENT
The Nomination & Remuneration Committee of the Board reviewed the appointment /re-appointment of the Directors as follow:-
Mrs. Suhita Mukhopadhyay (DIN- 07144051) who was appointed as an additional directorwith effect from March 31 2015 hold office upto the date of ensuing Annual GeneralMeeting. Company has received notice along with requisite deposit from a member proposingher appointment as a director. Mrs. Suhita Mukhopadhyay has given declaration that shemeets the criteria of independence as provided in section 149(6) of the Companies Act2013 read with clause 49 of the listing agreement. She was appointed as an independentdirector at the Annual General Meeting held on 07.09.2015 for tenure of 5 years.
Mr. Madhab Prasad Jhunjhunwala (DIN-00169908) who tenure was expired on August 202015 from the Managing Directorships of the Company was reappointed by the Board ofDirectors for period of 3 years on July 2 2015 which was subsequently approved by theshareholder at the Annual General Meeting held on 07.09.2015.
Mr. Vikram Jhunjhunwala (DIN-00169833) was appointed as a Managing Director of theCompany with effect from February 12 2016 subject to approval of shareholders of theensuing Annual General Meeting. It is proposed to appoint him as a Managing Director atthe Annual General Meeting to be held in the financial Year 2016-17
Mr. Vijay Kumar Mushran was resigned from the directorships of the Company with effectfrom July 22 2015. The directors place on record their sincere appreciation of thecontribution made by him during his tenure.
Due to sudden demise of Mr. Madhab Prasad Jhunjhunwala he ceased from thedirectorships of the company with effect from November 18 2015.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel appointed/ceased during the year are as under:
|Sl No. ||Name ||Designation ||Date of Appointment ||Date of Cessation |
|1 ||Mr. Madhab Prasad Jhunjhunwala ||Chairman and Managing Director ||02-07-2015 ||18-11-2015 |
|2 ||Mr. Vikram Jhunjhunwala ||Chairman and Managing Director ||12-02-2016 ||Continuing |
|3 ||Mrs. Sumana Raychaudhuri ||Company Secretary ||06-11-2012 ||14-10-2015 |
|4 ||Mr. Ashish Kumar Dhandhanya ||Company Secretary ||27-10-2015 ||Continuing |
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company being a listed Company Policy on Directors' appointment is to follow thecriteria as laid down under the Companies Act 2013 and the Listing Agreement with StockExchanges and good corporate governance practices. Emphasis is given to persons fromdiverse fields or professions.
The guiding Policy on remuneration of Directors Key Managerial Personnel and employeesof the Company is that:
Remuneration to Key Managerial Personnel Senior Executives Managers Staff andWorkmen is commensurate with the industry standards in which it is operating taking intoaccount the performance leverage and factors so as to attract and retain talent.
For Directors it is based on the Shareholders' resolutions provisions of theCompanies Act 2013 and Rules framed therein circulars guidelines issued by the CentralGovernment and other authorities from time to time.
INDEPENDENT DIRECTORS DECLARATION
The company has received the necessary declaration from each independent director inaccordance with the section 149 (7) of the Companies Act 2013 that he/ she meets thecriteria of independence as laid out in sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
MANAGERIAL REMUNERATION -197(12)
Details of remuneration as required under section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 is given in Annexure - 2.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms:
i. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
ii. that the selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2016 and of the profit or lossof the Company for the year ended on that date;
iii. 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 other-irregularities;
iv. that the annual accounts have been prepared on a going concern basis.
v. The company has in place an established internal financial control system and thesaid systems are adequate and operating effectively. Steps are also being taken to furtherimprove the same.
vi. The company has in place a system to ensure compliance with the provisions of allapplicable laws and the system is adequate. Steps are also being taken to further improvethe legal compliance monitoring.
The constitution of the Audit Committee Terms of Reference and the dates on whichmeetings of the Audit Committee were held are mentioned in the Corporate Governance Reportfor the FY 15-16 forming part of this Annual Report. There has been no instance whereBoard has not accepted the recommendations of the Audit Committee during the year underreview.
NOMINATION AND REMUNERATION COMMITTEE
The constitution of the Nomination and Remuneration Committee Terms of Reference andthe dates on which meetings of the Nomination and Remuneration Committee were held arementioned in the Corporate Governance Report for the FY 15-16 forming part of this AnnualReport.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The constitution of the Stakeholders Relationship Committee Terms of Reference and thedates on which meetings of the Stakeholders Relationship Committee were held are mentionedin the Corporate Governance Report for the FY 15-16 forming part of this Annual Report.
INTERNAL CONTROL SYSTEM
The Company has a strong and pervasive internal control system to ensure well-organizeduse of the Company's resources their security against any unauthorized use accuracy infinancial reporting and due compliance of the Company's policies and procedures as well asthe Statutes. Internal Audit reports are regularly placed before the Audit Committee andManagement analysis of the same is done to ensure checks and controls to align with theexpected growth in operations. The Internal audit is carried out by an independent firm ofChartered Accountants on regular basis and remedial actions are taken when anyshortcomings are identified.
The Audit committee reviews the competence of the internal control system and providesits guidance for constant upgrading in the system.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
At Century Extrusions Ltd. Corporate Social Responsibility has always been an integralpart of our corporate philosophy and it was followed much before the passing of theCompanies Act 2013. Aluminium being a green metal is less likely to cause environmentalpollution as the processes employed are not harmful to the environment and areenergy-efficient.
Our Company values safety as a prime concern. The manufacturing process and plant ofour Company adhere to various safety standards laid down by regulatory authorities. OurCompany has received the prestigious OHSAS 18001:2007 certification for its relentlesscommitment towards maintenance of Occupational Health and Safety Management SystemStandards.
Though our Company does not fall under the purview of
Section 135 of the Companies Act 2013 still it continues to undertake variousactivities for the welfare of the society by making contributions to educationalinstitutions and for medical treatment of under-privileged children and other charitablecauses.
The Company has constituted a Corporate Social Responsibility Committee to look afterits CSR initiatives in order to integrate interest welfare and aspirations of thecommunity with those of the company itself in an environment of partnership and mutualtrust for inclusive development.
Risk Management is a key attribute of the Corporate Governance Principles and Code ofConduct of our Company and it aims to deal with the governance practices across theCompany's actions. Risk Management practices and policies enable the Company toproactively handle uncertainty and changes in the internal and external environment tolimit negative impacts.
Your Company has a system based approach to business risk management. Backed by awell-planned internal control system the current risk management agenda consists of thefollowing elements:
Enterprise Risk Management Policy manual clearly lays down the strategy policyand initiatives in relation to risk management.
A strong and independent Internal Audit Function carries out risk focused auditsenabling identification of areas where risk management processes may need to be improved.The Audit Committee of the Board reviews Internal Audit findings and provides strategicguidance on internal controls. The Audit Committee closely monitors the internal controlenvironment within the Company and ensures that Internal Audit recommendations areeffectively implemented.
The Senior Management of the Company periodically reviews the risk managementframework to effectively address the emerging challenges in a dynamic businessenvironment.
The Policy is in compliance with the Listing Agreement with Stock Exchanges whichrequires the Company to lay down procedure for risk assessment and for mitigating risks.
RELATED PARTY TRANSACTIONS
Details of transaction with related parties in Form AOC- 2 are given in Annexure-3. TheCompany has entered into the related party transaction as per section 188 of the CompaniesAct 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules2014. The details of transactions with related parties as per AS-18 are disclosed in notesto accounts.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The details of Whistle Blower Policy/Vigil Mechanism existing in the Company arementioned in the Corporate Governance Report for the FY 15-16 forming part of this AnnualReport.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2014
Company has a stringent policy for prevention of sexual harassment of women atworkplace and management takes a zero tolerance approach towards those indulging in anyform of sexual misconduct. No instance of sexual harassment was reported during FY15-16.
The Statutory Auditors Report on Standalone Financial statement and the SecretarialAudit Report for the financial year 2015-16 does not contain any qualification whichwarrants comments from the Board of Directors.
The existing Auditors M/s A L P S & Co Kolkata Chartered Accountants retire atthe ensuing Annual General Meeting and being eligible offer themselves forre-appointment. Your Company has received a certificate from the Auditors to the effectthat they are eligible for re-appointment under the applicable provisions of the CompaniesAct 2013. Members are requested to reappoint the said Auditors for a further period ofone year i.e for the financial year 2016-17 at the Annual General Meeting and to authorizethe Board of Directors to fix their remuneration as mutually agreed upon between the Boardand the Auditors.
In terms of Section 148 of the Companies Act 2013 your Directors have re-appointedM/s. N. Radhakrishnan & Co. a firm of Cost Accountants Kolkata to conduct the CostAudit for the financial year ended March 31 2016. In terms of section 148 approvals ofmembers is sought at the ensuing Annual General Meeting for payment of remuneration to thesaid auditors.
In terms of Section 204 of the Companies Act 2013 your Directors have re-appointedMr. K. C. Khowala Practicing Company Secretary to conduct the Secretarial Audit for thefinancial year ended March 31 2016.
A Secretarial Audit was carried out by the Secretarial Auditor Mr. K.C. KhowalaPracticing Company Secretary pursuant to provisions of Section 204 of the Companies
Act 2013. The Secretarial Auditor's Report is attached as Annexure-4 and forms part ofthe Board's Report.
EXTRACT OF ANNUAL RETURN (MGT-9)
Pursuant of section 92 (3) 134(3) (a) of the Companies Act 2013 read with Rule 12 ofthe Companies (Management and Administration) Rules 2014 Extract of annual Return inForm MGT-9 is given in Annexure-5.
There are no Significant/material orders of Courts/ tribunal/ regulation affecting theCompany's going concern status.
LOANS GUARANTEES OR INVESTMENTS (186)
No Loans Guarantees and investments as required under section 186 of the CompaniesAct 2013 are made during the financial year 2015-16.
The Company did not invite or accept any deposit from the public under Section 73 ofthe Companies Act 2013.
PARTICULARS AS PER SECTION 134(3) OF THE COMPANIES ACT 2013
The information relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo required under Section 134 (3) of the Companies Act 2013 readwith Rule 8 (3) of Companies (Accounts) Rules 2014 is set out in a separate statementattached to this report and forms part of it. (Annexure- 6).
We express our sincere gratitude to our customers vendors investors and bankers fortheir continued support during the year. We place on record our sincere appreciation ofthe dedication and commitment of all employees in achieving excellence in all spheres ofbusiness activities.
We thank the Government of India the Customs and Excise Departments the Sales TaxDepartment the Income Tax Department the State Government and other Government agenciesfor their support and look forward to their continued support in the future.
| ||For and on behalf of |
| ||the Board of Directors |
|Date: 21st May 2016 ||Vikram Jhunjhunwala |
|Place : Kolkata ||Chairman & Managing Director |