Creative Castings Ltd.
|BSE: 539527||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE146E01015|
|BSE LIVE 15:05 | 23 Feb||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 539527||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE146E01015|
|BSE LIVE 15:05 | 23 Feb||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
The Board of Directors hereby submits the report of business and operations of yourCompany (the Company or Creative) along with the auditedfinancial statement for the financial year ended on March 31 2016 (Year orFinancial Year).
COMPANYS PERFORMANCE & AFFAIRS:
Performance highlights of the Company:
Operational revenue of the Company is increased by 18.79 percent as compared toprevious financial year which is remarkable;
Similarly aggregate expenditure of the Company also increased by 16.67 percentcompared to previous year figures;
PBIDT considerably increased by 48.25 percent as against the previous financialyear which indicates better Financial Condition of the Company.
PAIDT considerably increased by 62.37 percent as against the previous financialyear.
During the FY 2015-16 your Company has performed reasonably thriving against theoverall industrial performance. The Company has taken all remedial measures for costreduction taken steps to increase better sales realization and has taken all steps toimprove its sales which will be in the benefit of the company and all stakeholders.
No Material changes and commitments have occurred after the close of the financial yeartill the date of this report which affects the financial position of the Company.
Listing at BSE:
The Company erstwhile listed on OTC Exchange of India however the same wasderecognized by the SEBI w.e.f. March 31 2015 resultant the Company ceased to be listed.Subsequently the Board of Directors of your Company in its meeting held on July 302015 opted an option to go for Direct Listing with BSE Ltd. as per SEBI CircularCIR/MRD/DSA/05/2015 dated April 17 2015. The company has undergone direct Listing withBombay Stock Exchange and got in-principal approval pursuant to vide letters no.DCS/DL/AU/IP/930/2015-16 & DCS/DL/SP/TP/988/2015-16 dated December 14 2015 andDecember 31 2015 respectively. It is to be noted that the trading in equity shares of theCompany effectively commenced from January 4 2016.
The Company has paid Annual Listing fees to BSE Limited for the Financial Year 2015-16as well as 2016-17.
Your Directors have recommended 30% (i.e. Rs. 3.00) per equity share as final Dividendfor the financial year ended on March 31 2016 subject to approval of members at ensuing31st Annual General Meeting. In immediate previous financial year your Companyhad declared 10% (Re. 1.00) per equity share as final Dividend.
TRANSFER OF RESERVE:
It is proposed to transfer Rs. 30 lakhs to General Reserve of the Company.
MEETINGS OF THE BOARD:
Regular meetings of the Board are held to review performance of the Company to discussand decide on various business strategies policies and other issues. During the year 5(five) meetings of the Board of Directors were convened and held on May 30 2015 July 302015 August 31 2015 December 18 2015 and January 30 2016. The intervening gapbetween two consecutive meetings was not more than one hundred and twenty days.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):
Shri Dhaval Dand Smt. Manishaben Khunt and Shri Naimish Thanki were appointed asAdditional Directors of the Company in the meeting of Board of Directors held on July 302016 in the capacity of Independent/non-executive Director and they are entitled to holdthe office till ensuing Annual General Meeting. The Company has received notice underSection 160 of the Companies Act 2013 from a member proposing their candidature for theoffice of Director of the Company. Your Board in ensuing Annual General Meeting hasrecommended to appoint forenamed persons as Independent Directors of the Company.
Pursuant to Section 161 of the Companies Act 2013 Ms. Arati K. Goswami was appointedas an Additional Director of the Company in the Board of Directors meeting held on July30 2015 in the capacity of Independent/non-executive Women Director and she is entitledto hold the office till ensuing Annual General Meeting. However due to her personalreasons she is disinclined to get her appointment ratified at ensuing Annual GeneralMeeting and accordingly she has tendered her resignation w.e.f. July 30 2016 which isnoted by the Board in its meeting held on July 30 2016.
Mr. Pinak Thanki who has been appointed as a Director of the Company from August 192013 and due to his permanent shift to abroad he has also tendered his resignation fromthe Board which is effective from July 30 2016.
Further during the year under review Shri. S. M. Thanki ceased to hold the office ofDirectorship due to his death on December 17 2015. The Board has placed on record itssincere appreciation for the valuable contribution made by him during tenure of his officeas a director of the Company.
(iii) Retire by Rotation:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompanys Articles of Association Shri P. M. Nadpara and Shri H. N. VadgamaDirectors retires by rotation at the ensuing Annual General Meeting and being eligibleoffers themself for re-appointment. Your Board has recommended to reappoint them as aDirector of the Company.
Mr. Dharmesh Chauhan is associate member of the Institute of Company Secretaries ofIndia who has been appointed as the Company Secretary-cum-Compliance Officer of theCompany with effect from September 1 2015.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received the necessary declaration from each (proposed) IndependentDirectors in accordance with Section 149(7) of the Companies Act 2013 that he/she meetsthe criteria of independence as laid out in sub-section (6) of Section 149 of theCompanies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
(i) In the preparation of the annual accounts of the Company for the year ended onMarch 31 2016 the applicable accounting standards had been followed and there are nomaterial departures for the same;
(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year under review;
(iii) the Directors had 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;
(v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
FORMAL ANNUAL EVALUATION AND ITS CRITERIA:
The listing of the Company at BSE Ltd was effective from January 4 2016. Prior to thatit was just an Unlisted Public Company for the whole Financial Year 2015-16. Hence annualpreformation evaluation of Board its Committees and Individual Directors were carried-outafter end of the Financial Year. Pursuant to the provisions of 134(3)(p) the CompaniesAct 2013 and in compliance with the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Committees. A structured questionnaire was prepared aftertaking into consideration inputs received from the Directors covering various aspects ofthe Board's functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance.
Criteria adopted for evaluation:
(i) The Board shall evaluate the roles functions duties of Independent Directors(IDs) of the Company. Each ID shall be evaluated by all other directors not bythe Director being evaluated. The board shall also review the manner in which IDsfollow guidelines of professional conduct.
(ii) Performance review of all the Non-Independent Directors of the company on thebasis of the activities undertaken by them expectation of board and level ofparticipation.
(iii) Performance review of the Chairman of the company in terms of level of competenceof chairman in steering the company.
(iv) The review and assessment of the flow of information by the company to the boardand the manner in which the deliberations take place the manner of placing the agenda andthe contents therein.
(v) The review of the performance of the directors individually its own performance aswell as evaluation of working of its committees shall be carried out by the board.
(vi) On the basis of performance evaluation it shall be determined by the Nominationand Remuneration Committee and the Board whether to extend or continue the term ofappointment of ID subject to all other applicable compliances.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The disclosure of particulars with respect to conservation of energy a statementgiving details of Technology Absorption Foreign Exchange Earnings and outgo in accordancewith the provisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 is annexed hereto as Annexure "A".
RELATED PARTY TRANSACTIONS (RPTS):
All Contracts / Arrangements / Transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arms lengthbasis. During the financial year the Company was not entered into Contracts /Arrangements / Transactions with related parties except remuneration paid to relatives ofDirectors. Particulars of such related party transactions described in Form AOC-2 which isannexed herewith as Annexure "B". A statement showing the disclosure oftransactions with related parties as required under Accounting Standard 18 is set outseparately in this Annual Report.
The board has approved a policy a policy for related party transactions which has beenhosted on the website of the company. The web-link for the same ishttp://www.creative-cast.com/downloadAnnualReports/RTP FINAL.PDF. The related partytransactions wherever necessary are carried out by company has per this policy.
There were no materially significant related party transactions entered into by thecompany during the year which may have potential conflict with the interest of thecompany at large. There were no pecuniary relationship or transactions entered into by anyIndependent Director with the company during the year under review.
During the financial year 2015-16 your company has not accepted any deposits withinthe meaning of Section 73 to 76 of the Act read together with Companies (Acceptance ofDeposits) Rules 2014.
LOANS INVESTMENTS GUARANATEES AND SECURITITES:
During the financial year your Company has not given Loans or provided securities andguarantees in connection with Loans. Moreover it has not made investment in anysecurities during the year. Whatsoever investment made prior to this financial year isenumerated in the Note # 12 to the Financial Statement which is self-explanatory.
(i) Statutory Auditor:
M/s. Subhash Akbari & Co. Chartered Accountants retires as the Auditors of theCompany at the conclusion of the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment. Board recommend their re-appointment at the Meeting.
They have furnished a Certificate to the effect that their appointment if made willbe in accordance and within the limits specified in Section 139 (1) of the Companies Act2013.
The Auditors report and notes on financial statement as referred in their report areself-explanatory and do not call for any further comments of the Board. The AuditorsReport does not contain any qualification reservation or adverse remarks if any.
(ii) Secretarial Auditor:
In terms of Section 204 of the Act and the Rules framed thereunder Mr. Mayur BuhaProprietor of M. Buha & Co. Practicing Company Secretaries Vadodara was appointedas Secretarial Auditors of the company for the financial year 2015-16. The SecretarialAudit Report as Submitted by them in the prescribed form MR-3 is attached as Annexure "C" and forming part of this Report.
There are few qualifications or observations or adverse remarks or disclaimer of theSecretarial Auditors in his Report which call for explanation from the Board of Directors.
(iii) Cost Auditor:
Your Company do not fall under the mandatory maintenance of Cost Records and/or getrecords audited from Practicing Cost Accountants as per Section 148 read with Rule 4(2) ofthe Companies (Cost Records and Audit) Rules 2014. Hence your Company has not appointedany Practicing Cost Auditor.
BOARDS RESPONSE ON ADVERSE COMMENTS IN AUDIT REPORT:
Statutory Audit Report:
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Subhash Akbari & Co. Statutory Auditors in their report. The Statutory Auditorshave not reported any incident of fraud to the Audit Committee of the Company in the yearunder review.
Secretarial Audit Report:
(i) Composition of the Committees of the Company were not as per the Companies Act2013 because prior to Listing i.e. January 4 2016 the provisions of Section 177 and 178were not applicable to your Company and immediately after Listing it was difficult toidentify suitable person to act as Independent Director(s). However your Board hasidentified few names who are satisfying the criteria prescribed under Section 149 andaccordingly their candidature proposed at the ensuing Annual General Meeting for theirappointments as Independent Directors. Moreover the Board of Directors in its meetingheld on July 30 2016 reconstituted Audit Committee and Nomination and RemunerationCommittee in order to comply with requirements of Section 177 and 178 of the CompaniesAct 2013.
(ii) Till end of financial year 2015-16 your Company has only one independentDirector hence meeting of Independent Directors was not possible to hold.
(iii) Proxy form as provided in the Annual Report 2014-15 which was not in consistentwith Form MGT-11 to the extent of resolution proposed at the Annual General Meeting andthat defect now rectified by your Company in this Report.
(iv) At the time of appointment of CFO the Company has filed e-form MR-1 and MGT-14for giving effect to the appointment however due to technical problem persisting on thewebsite of Ministry of Corporate Affairs the e-form DIR-12 couldnt filed. Even yourCompany has made complain many a times with the Ministry but the same was remainunanswered.
(v) Initially the Company has availed loans from State Bank of Saurashtra andafterwards the said bank merged with State Bank of India. So far as satisfaction of chargeis concerned; the Company is dealing with the Bank to trace-out documents relating tosatisfaction of charge. Your management ensure that sooner or later the defect will bemade good.
(vi) Board Meeting for the quarter ended on December-2015 was held on January 302016 i.e. immediately after listing so it was skipped to make an advertisement innewspapers with respect to Board Meeting wherein financial results was considered.
(vii) Policy on Appointment and Remuneration including criteria for determiningqualification positive attributes independence of a director was under preparation butnow it is approved in the meeting of Board of Directors of the Company held on July 302016.
PARTICULARS OF EMPLOYEES:
The particulars of employees are given in Annexure - "D" to this Report asrequired under Section 197(12) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Companies Act 2013 read with Rule 8(5) (viii) of Companies (Accounts) Rules 2014re-emphasizes the need for an effective Internal Financial Control system in the Companywhich should be adequate and shall operate effectively. The Company has devised propersystem of internal financial control which is commensurate with size and nature ofBusiness. Even the Board has appointed Mr. J. M. Upadhyay being employee of the Companyas an Internal Auditor of the Company pursuant to provisions of Section 138 of theCompanies Act 2013 in order to ensure proper internal financial control.
The Industrial Relations between the Management and Employees of the Company at allLevels continued to be extremely cordial during the entire year.
Both i.e. Erstwhile Clause 49 of the Listing Agreement and provisions relating to theCorporate Governance as prescribed under Chapter IV of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable to your Company thus a separate report on Corporate Governance is notprovided in this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Managements Discussion and Analysis Report for the year under review asstipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 form part of this Report as Annexure "E".
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Act and Rule 12 (1) of the Companies (Management andAdministration) Rules 2014 an extract of Annual Return as on the Financial year endedMarch 31 2016 in the Form MGT-9 as prescribed under the said rules is annexed herewith asAnnexure "F".
The Company has constituted both the mandatory Committees i.e. Audit Committee andNomination and Remuneration Committee pursuant to proviso of Sections 177 and 178 of theCompanies Act 2013 at its meeting held on July 30 2015. The Board has been reviewing theworking of the Committee from time to time to bring about greater effectiveness in orderto comply with the various requirements under the Companies Act 2013 and the SEBI ListingRegulations 2015.
Following is the composition of both the committees (as at March 31 2016):
Immediately after listing of your Company there was inadequate time to identifysuitable person in the office of Independent Director(s). Your Board committed to complywith all statutory requirements. They endeavored for appointment of Independentconsidering the existing composition of the Board. Immediately after identification andappointment of Non-executive Additional Directors the Board of Directors in its meetingheld on July 30 2016 reconstituted both the Committees which are as follows:
Company Secretary of the Company by default act as a Secretary of the Committee(s).
To ensure high level of honesty integrity and ethical behavior amongst its employeesthe Company has established a Vigil Mechanism in compliance with the provisions of section177(9) of the Companies Act 2013 for the directors and Employees to report genuineconcerns and grievances. This mechanism provides adequate safeguards against victimizationof employees and directors and also provides for direct access to the chairperson of AuditCommittee. During the financial year no cases referred to the Chairperson of AuditCommittee. Moreover a policy on Vigil Mechanism is hosted on the website of the Companyi.e. www.creative-cast.com as per the requirements of Section 177(10) of the CompaniesAct 2013.
Your Company has not set-up separate risk management Committee or policy thereonhowever your Management from time-to-time identify analyses evaluate and mitigate theindustrial economical financial other risk emerges in the course of business.
POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION:
The Nomination and Remuneration Committee works with the board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse backgrounds andexperience in business government education and public service. Characteristics expectedof all Directors include independence integrity high personal and professional ethicssound business judgment ability to participate constructively in deliberations andwillingness to exercise authority in a collective manner.
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act 2013 the policyon appointment of Board members including criteria for determining qualificationspositive attributes independence of a Director and the policy on remuneration ofDirectors KMP and other employees is attached as Annexure "G" which isforming part of this report.
PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT FOR FAIR DISCLOSURE:
The Company has adopted a code of conduct for Regulating Monitoring and Reportingtrading by Insiders in securities of the company. The code requires pre-clearance fordealing in the companys securities and prohibits the purchase or sale of securitiesof the company by the directors and the Directors while in possession of unpublished pricesensitive information in relation to the company and during the period when the tradingwindow is closed.
The company has also adopted a Code of Practices and Procedures for Fair Disclosure andConduct of Unpublished price Sensitive information to formulate a stated framework andpolicy for prompt and fair disclosure of events and occurrences that could impact pricediscovery in the market for securities of the company. The policy is available on websitei.e. www.creative-cast.com of the Company.
INSURANCE: All moveable and fixed Assets are adequately insured.
Your Directors hereby states that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:
(i) The Company do not have any subsidiary joint venture or associate Company henceno need to state anything about the same;
(ii) The Provision of Section 135 of the Act with respect to Corporate SocialResponsibility (CSR) is not applicable to the Company hence there is no need to developpolicy on CSR and take initiative thereon;
(iii) No significant material orders were passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future;
(iv) During the financial year your Company has neither issued any kind of Securitiesnor made buy-back of securities;
(v) Your directors states that during the year under review there were no cases filedpursuant to the sexual harassment of women at work place (Prevention Prohibition andRedressal) Act 2013.
The high level of motivation of the employees and their identification with the Companyis the basis for the creation of a strong team who continuously advance the innovativebrands and superior technologies with their inventive talent and pioneering spirit. Thetraining courses are evolved to internalize the principles of sustainable development andto uphold the Companys corporate culture based on fairness and team spirit.
The Company possessed the following certificates.
(1) ISO 9001:2008 (2) ISO 14001 (3) BS OHSAS 18001 (4) PED 97/23/EC & AD2000MERKBLATT W0 Certified (5) IBR Awarded Well Known Foundry
Your Directors are grateful for the support and co-operation given by the ShareholdersGovernment Authorities Companys Bankers Insurance Company EmployeesCustomers & Suppliers during the year under review.
For and on behalf of Board
Dhirubhai H. Dand
Dolatpara 30th July 2016