Your Directors have pleasure in presenting the Twenty fifth Annual Report and AuditedAccounts for the year ended 31 March 2015.
1. FINANCIAL RESULTS :
| ||(Rs. In lacs) |
|Particulars ||31.03.2015 ||31.03.2014 |
|Sales & Other Income ||3428.20 ||4036.06 |
|Profit before Interest Depreciation & Tax ||330.53 ||496.70 |
|Less : Interest ||130.67 ||195.52 |
|Depreciation ||105.66 ||152.92 |
|Income Tax ||17.95 ||28.25 |
|Wealth Tax ||0.21 ||- |
|Net Profit for the year ||76.04 ||120.00 |
|Balance brought forward from last year ||278.90 ||158.90 |
|Adjustment relating to Fixed Assets ||94.29 ||- |
|Balance carried forward ||260.66 ||278.90 |
2. DIVIDEND :
In view of non-availability of sufficient profit your Directors express theirinability to recommend payment of dividend in respect of the year under review.
This was a tough year for stone industry and this is effected in sales growth number atGlittek Granites Limited.
During the year under review your Company has achieved turnover of Rs. 3428.20 Lacs incomparison to previous year Rs. 4036.06 Lacs which is a decline of 15.06% and earned aProfit of Rs. 76.04 Lacs in comparison to Rs. 120.00 Lacs in the previous year which isagain a decrease of 36.63%.
The reason for that is continuing global recession leading to downturn global trade andthe unexpected natural calamity during the first half year of financial year hit thehousing sector in USA
4. DIRECTORS' RESPONSIBILITY STATEMENT :
Your Directors state that :
a) In the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgements 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 March 31 2015 and of the profit ofthe Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a 'going concern' basis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
5. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the Listing Agreement forms an integral partof this Report. The requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.
6. LISTING INFORMATION
The Shares of the Company are listed with and traded in dematerialized form on BombayStock Exchange Ltd. (BSE).
The Listing Fee has been paid to the Stock Exchange for the year 2015-16. The ISIN No.of the company is INE 741B01027
7. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.
8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure I inForm AOC-2 and the same forms part of this report.
The Policy on related party transactions and dealing with related party transactions asapproved by the Board may be accessed on the Company's website at the link:<http://www.glittek.com/images/pdf/related party_transaction_policy.pdf
Your Directors draw attention of the members to Note 32 to the financial statementwhich sets out related party disclosures.
9. RISK MANAGEMENT
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company's e n t e r p r i s e w i d e r i s k m a n a g e m e n t framework; and (b)Overseeing that all the risks that the organization faces such as strategic financialcredit market liquidity security property IT legal regulatory reputational andother risks have been identified and assessed and there is an adequate risk managementinfrastructure in place capable of addressing those risks.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The C o m p a n y ' s m a n ag e m e n t s y s t e m s organisational structures processes standards code ofconduct and behaviors together form the Risk Management System (RMS) that governs how theCompany conducts the business and manages associated risks.
10. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.
11. DIRECTORS AND KEY MANAGERIAL
Retirement by Rotation:
Shri Bimal Kumar Agarwal is retiring by rotation and being eligible offer himself forre-appointment pursuant to Section 152(6) of the Companies Act 2013.
Appointment and Resignation.
During the period under review Director Shri Amit Dhanuka had resigned from the Boardwith effect from 31st March 2015.The Board places on record its appreciation andgratitude for his guidance and contribution during his association with the Company.
On the recommendation of Nomination and Remuneration Committee at the Board Meetingheld on 31st March 2015 Smt Mira Agarwal was appointed as an Additional Director.
Accordingly the Board recommends her as Independent Director of the company to hold theoffice for 5 (five) consecutive years for a term upto 2020 whose period of office shallnot be liable to determination by retirement of directors by rotation. The candidature isproposed by the member of the company for the position of independent director.
As Additional Director Smt. Mira Agarwal holds office up to the date of forthcomingAnnual General Meeting and is eligible for appointment as a Director & IndependentDirector.
12. Key Managerial Person (KMP) :
Pursuant to provisions of section 203 of Companies Act 2013 and the Rules madethereunder. Accordingly Your Company is in compliance with the said requirement by havingthe following as the KMP :
|Name ||Designation |
|Shri Kamal Kumar Agarwal ||Managing Director |
|Shri Ashoke Agarwal ||Jt. Managing Director |
|Shri Ashok Kumar Modi ||Chief Financial Officer |
|Lata Bagri ||Company Secretary |
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.
Criteria for Determining Qualifications Positive Attributes and Independence of aDirector:
The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Act and Clause 49 of the Listing Agreement.
Independence: In accordance with the above criteria a Director will be considered asan 'Independent Director' if he/ she meets with the criteria for 'Independent Director' aslaid down in the Act and Clause 49 of the Listing Agreement.
Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is alsoensured that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of theindividual will contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the Act theDirectors on the Board of the Company are also expected to demonstrate high standards ofethical behavior strong interpersonal and communication skills and soundness of judgment.Independent Directors are also expected to abide by the 'Code for Independent Directors'as outlined in Schedule IV to the Act.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the nonexecutive directors and executive directors.
Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors :
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement the Boardhas carried out an annual evaluation of its own performance performance of the Directorsas well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and Directors.
The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning.
Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/ support to the management outside Board/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members and motivating and providing guidance to the Managing Director & CEO.
Areas on which the Committees of the Board were assessed included degree of fulfillmentof key responsibilities adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated.
The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Board asa whole. The Nomination and Remuneration Committee also reviewed the performance of theBoard its Committees and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis asappropriate. Significant highlights learning and action points with respect to theevaluation were presented to the Board.
The details of programmers for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link:www.glittek.com/images/pdf/Familiarisation-Programme-for-Independent-Director.aspx
13. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT ATWORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has alsoconstituted an Internal Complaints Committee known as the Prevention of Sexual Harassment(POSH) Committee to inquire into complaints of sexual harassment and recommendappropriate action.
The Company has not received any complaint of sexual harassment during the financialyear 2014-15.
14. REMUNERATION POLICY
The Company has adopted a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Act and Clause 49 of theListing Agreement.
The philosophy for remuneration of Directors Key Managerial Personnel and all otheremployees of the Company is based on the commitment of fostering a culture of leadershipwith trust. The Remuneration Policy of the Company is aligned to this philosophy.
The Nomination and Remuneration Committee has considered the following factors whileformulating the Policy :
(i) T h e l e v e l a n d c o m p o s i t i o n o f remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully;
(ii) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
(iii) Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance between fixed and incentive pay r e f l e c t i n g s h o r t a n d l on g - t e r m performance objectives appropriate to the working of the Company and itsgoals. Details of the Remuneration Policy are given in Annexure-II
15. AUDITORS AND AUDITORS' REPORT
M/s. Rungta & Rungta Chartered Accountants Statutory Auditors of the Company hadbeen appointed as Statutory Auditors of your Company for a period of three years from theAnnual General meeting held on 29th Seprember 2014. However as per the first proviso ofsection 139(1) of the Companies Act 2013 the appointment of auditors has to be ratifiedby the members at very Annual General Meeting. The Company has received a letter fromauditors confirming their eligibility for re appointment and meet the criteria forappointment specified in Section141 of the Companies Act 2013.
Based on the recommendation of the Audit Committee and as per the provision of section139(1) of the Companies Act the Board of your Company proposes to ratify the appointmentof M/s Rungta & Rungta Chartered Accountant as the Statutory Auditors of the Companyfor financial year 2015-16.
The Notes on financial statement referred to in the Auditors' Report areselfexplanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation or adverse remark.
The Board has appointed M/s S.M. Gupta & Co. Practicing Company Secretary toconduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report forthe financial year ended March 31 2015 is annexed herewith marked as Annexure-III to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
The Audit Committee comprises three Directors two being independent namely ShriA.Venkatesh (Chairman) Shri A.T.Gowda and Non-Executive Director Shri Bimal Kumar Agarwalas other members. All the recommendations made by the Audit Committee were accepted by theBoard.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the Auditcommittee. The Policy on vigil mechanism and whistle blower policy may be accessed on theCompany's website at the link: <http://www.glittek.com/images/pdf/WHISTLE.pdf.
Meetings of the Board
Seven meetings of the Board of Directors were held during the year. For furtherdetails please refer report on Corporate Governance on page no. 43 of this Annual Report.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 is annexed as Annexure IV
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure V to thisReport.
Disclosures required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
i) Ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year :
|Shri Kamal Kumar Agarwal ||Managing Director ||11.02:1 |
|Shri Ashoke Agarwal ||Joint Managing Director ||11.29.1 |
|Shri Bimal Kumar Agarwal ||Non-Executive Director ||Nil |
ii) The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year :
|Directors Chief Executive Officer Chief Financial Officer and Company Secretary ||% increase in remuneration in the financial year |
|Shri Kamal Kumar Agarwal Managing Director and Chief Executive Officer ||Nil |
|Shri Ashoke Agarwal Joint Managing Director ||Nil |
|Shri Ashok Kumar Modi Chief Financial Officer ||17.83% |
|Lata Bagri Company Secretary ||27.94% |
iii. The percentage increase in the median remuneration of employees in the FinancialYear is around 16.86%
iv. The no. of permanent employees on the rolls of the Company is 92.
v. The Company follows prudential remuneration policy under the guidance of the Boardand Nomination and Remuneration Committee. Remuneration is linked to corporateperformance Business performance and individual performance. Company Performance has ahigher weightage for senior positions and lower weightage for junior positions.
vi. Comparison of the remuneration of the Key Managerial Personnel against thePerformance of the Company
The Key Managerial personnel was paid around 54.29% of the profit after tax.
vii. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies:
| ||March 31 2015 ||March 31 2014 |
|Market capitalization (Rs. In lacs) ||745.03 ||1375.84 |
|Price Earnings Ratio ||9.89 ||11.52 |
|Decrease in the market quotations of equity shares in comparison to the rate at which the last public offer made in ||71.3% ||47% |
viii. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
The average percentage increase made in the salaries of total employees other thanmanagerial personnel in the last financial year is 21.21% as against nil increase in theremuneration of managerial personnel (as defined in the Companies Act 2013)
ix. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company
The ratio of the remuneration of each of the KMP to the PAT of the Company
|MD & CEO ||21.17% |
|JMD ||21.70% |
|Chief Financial officer ||5.57% |
|Company Secretary ||5.85% |
x. The key parameters for any variable component of remuneration availed by thedirectors
xi. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but received remuneration in excess of the highest paid directorduring the year
xii. Affirmation that the remuneration is as per the remuneration policy of the CompanyYes
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as therewere no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underESOS
4. Neither the Managing Director nor the Joint Managing Director of the Company receiveany remuneration or commission from any of its subsidiaries as the Company does not haveany Subsidiary.
5. Particulars of Loans Guarantees or Investments
6. Particulars of Employees and related disclosures as per section 197(12) and Rule5(2) and Rule 5(3).
7. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors would like to express their sincere appreciation for the assistance andcooperation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||By order of the Board |
|Place : Hoskote || |
|Date: 13th August 2015 || |
| ||(Kamal Kumar Agarwal) |
| ||Managing director |
| ||(Ashoke Agarwal) |
| ||Jt. Managing Director |