CHEMTECH INDUSTRIAL VALVES LIMITED
Your Directors are pleased to present the Twentieth Annual Report of company togetherwith Audited Statement of Accounts and the Auditors Report for the financialyear ended 31SI March 2016. The summarized financial results forthe Financial year are as under:
The Financial performance of your Company for the year under review is summarizedbelow:
| || ||(Rs. in Lakhs) |
|PARTICULARS ||3 Pl March 2016 ||3L' March 2015 |
| || || |
|Sales & Other Income ||3919.30 ||3394.21 |
|Profit before Interest & Tax ||(268.95) ||(359.19) |
|Less: Depreciation ||122.63 ||128.51] |
|Less: Finance Charges ||213.79 ||196.03 |
|Profit/(Loss) before Taxation ||(268.95) ||(359.19) |
|Less: Provision for Taxation ||12.70 ||19.07 |
|Net Profit/(Loss) after taxation ||(281.65) ||(378.26)1 |
Your Company has posted financial results during the year under review.
Turnover of the Company has increased from 3394.21 lakhs to 3919.30 lakhs and the Netprofit/floss) increased from (378.26) lakhs to (281.65) lakhs.
During the financial year 2015-16 since the company has incurred loss the Directorsdo not recommend any dividend to the Shareholders.
Transfer To General Reserve:
During the financial year 2015-16 since the company has incurred loss no amount hasbeen transferred to the General Reserve.
The expoit sale (FOB) for ihe year ended. March 31 2016 was Rs.302351 which wasmanufacturing export sales compared to Ils.272518508 which was trading export salesduring the previous year (Note No- 36 (H) of Financial Statement)
Foreign Exchange Management:
Transaction in Foreign currency are recorded at the rale of exchange prevailing on thedate of transaction. Foreign currency monetary assets and liabilities are coverted inindian currency at the rale of exchange or prevailing at the end of the year. Resultantgain and loss is recognized in the statement of profit and loss lor the year.
Directors Responsibility Statement
In accordance with the provisions of Section 134(3) (c) of the Companies Act 2013 yourdirectors confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
b) The Company has selected such accounting policies and applied them consistently andmade 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 31st March 2016 and of tire profit/loss of the Company for that period.
c) The Company has taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of die Companies Act 2013 forsafeguarding the assets of the company and for preventing and delecting fraud and otherirregularities.
d) The annual accounts have been prepared on going concern basis.
e) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
f) The Company has laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and arc operating effectively.
Changes in Share Capital
There was no change in the structure of the share capital of the Company during thefinancial year under review the details of share capital is given under Note 2 ofFinancial Statement.
Initial Public Offer
The Company has not raised moneys by way of Initial Public Offer (IPO) orfurther public offer including debt instruments during the year.
Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report. (Annexurc I of Director Report)
Particulars of Loan Guarantees and Investments under Section 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 forms part of the Financial Statements.
Particulars of Contracts or Arrangements with Related Parties
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (I) of section 188 of the Companies Act 2013shall be disclosed in Form No. AOC-2. (As Anncxure II of Director Report.)
Disclosures under Sexual Harassment of Women at Workplace fPrevention Prohibition& Redressal) Act 2013
In order to promote safe and indiscriminative environment the Company has formed anInternal Complaints Committee where employees can register their complaints against sexualharassment. During the year under review Company has not received anycomplaint of harassment the details of this policy is explained in theCorporate Governance Report.
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated Vigil mechanism which is incompliance with the provisions of section 177 of the Companies Act 2013 and Clause 49 ofthe Listing Agreement the details of this policy is explained in the Corporate GovernanceReport.
Details of Directors and Kev Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Pradecp Badkur Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible have offers himself for re-appointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges.
The Company has drafted a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors.
The Company has conducted programmes to familiarize Independent Directors with theCompany their roles rights responsibilities in the Company nature of industry in whichthe Company works and other allied matters.
The Company has not accepted any deposits from the public (details are under annexure(V) to Independent Auditors Report).
Receipt of any commission bv MD / WTD from a Company or for receipt of commission /remuneration from it Holding or subsidiary
Corporate Social Responsibility (CSR1 Policy
The Company doesnt fall under the ambit of Section 135 (1) hence CorporateSocial Responsibility policy is not applicable to the Company.
Meeting of the Board
In the year 2015-2016 4 (Four) Meetings of the Board were held on 30/05/201501/09/2015 14/11/2015 01/03/2016. The intervening period between two Board meetings waswell within the maximum time gap of four months prescribed in Clause 49.
During the year only 4 (four) Audit Committee meeting was held and the accounts aregetting finalized for the year ended 2015-16
The meeting was held on: 30/05/201501/09/201514/11/2015 01/03/2016.
The attendances of each member of the Committee are given below:
|Name ||Designation ||Position ||Committee Meeting Attendance |
|Mr. Amit Kumar Jain ||Independent Director ||Chairman ||4 |
|Mr. Harsh Badkur ||Managing Director ||Member ||4 |
|Mr. Niranjay Choudhary ||Independent Director ||Member ||4 |
The Committees composition meets with requirements of Section 177 of theCompanies Act 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committeepossess financial /accounting expertise.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
Nomination & Remuneration Committee Policy
The Board of Directors of your Company in the meeting constituted the Nomination andRemunertaion Committee with the requisite terms of reference as required under Section 178of the Companies and other applicable provisions thereof in place of existing RemunerationCommittee. The said Committee framed adopted and recommended the "NominationRemuneration & Evaluation Policy.
The Details of the Committee have been provided under Corporate Governance Report.
Details pertaining to remuneration as required under section 197(12) of the CompaniesAct 2013 read with rule 511) of the companies (appointment and Remuneration of managerialpersonnel) rules 2014
The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under (Annexure IV)
Reporting No cases of fraud have been reported to the Audit Committee/Board during thefinancial year under review.
Conversation Of Energy. Technology Absorption And Foreign Exchange Earnings And Outgo:
Details provide in Annexure III Corporate Governance:
Your Company is committed to maintain the highest standard of Corporate Governance andadhere to the requirements set out by SEBI. The Report on Corporate Governance asstipulated under Clause 49 of the Listing Agreement including the shareholdersinformation and auditors certificate on its compliance forms a part of this AnnualReport.
Industrial Relations continue to remain cordial
Management Discussion and Analysis Report:
A detailed review of the operation performance and future outllook of the Company isgiven separately under the head Management Discussion and Analysis Report.
The present Statutory Auditors of the Company M/s S. P. JAIN & ASSOCIATES CharteredAccountants retire at the conclusion of ensuing Annual General Meeting and are eligiblefor reappointment. The Company has received a letter from retiring Auditors that theirappointment as Statutory Auditors if made would be within the limits prescribed underCompanies Act 2013 The members are requested to appoint the Statutory Auditors from theconclusion of this Annual General Meeting until the conclusion of next Annual GeneralMeeting.
Pursuant to the provision of section 204 of the Companies Act 2013 and theCompanies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companylias appointed Mr. Mohd Akram Practising Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is enclosed as Annexure V hereto
The Board of Directors expresses their deep gratitude for the co-operation and supportextended to your Company by its customers suppliers Bankers and various Governmentagencies. Your Directors also place on record the commitment and involvement of theemployees at all levels and looks forward to their continued co-operation.
| ||For and on behalf of the Board of Director of |
|Place: Mumbai ||CHEMTECH INDUSTRIAL VALVES LIMITED |
|Date: 02/09/2016 || |
Pradeep Shikharchand Badkur