Your Directors have pleasure in presenting the 29th Annual Report together with AuditedBalance Sheet and Profit & Loss Account for the year ended 31st March 2016. Thehighlights of the financial results are as under:
|FINANCIAL RESULTS: ||2015-2016 ||2014-2015 |
| ||(Rs. in Crores) ||(Rs. in Crores) |
|Total Revenue ||722.05 ||444.36 |
|Profit before Tax ||13.51 ||10.01 |
|Less: Tax Expenses ||4.50 ||2.73 |
|Net Profit ||9.01 ||7.28 |
|Add: Balance brought forward from previous year ||49.73 ||44.14 |
|Less: Adjustment related to fixed assets ||- ||(0.30) |
|Balance available for || || |
|Appropriations ||58.74 ||51.12 |
|Appropriations: || || |
|Proposed Dividend ||1.01 ||0.95 |
|Corporate tax on dividend ||0.20 ||0.19 |
|Transfer to General Reserve ||0.25 ||0.25 |
|Balance transferred to Balance Sheet ||57.28 ||49.73 |
|Total ||58.74 ||51.12 |
Your Directors are pleased to recommend a Dividend of '1.60 i.e.16 % (PreviousYear '1.50 per equity share i.e. 15 %) per equity share of Rs. 10 each fully paid up whichwill be paid in line with the applicable rules after your approval at the ensuing AnnualGeneral Meeting.
TRANSFER TO RESERVES
The company proposes to transfer '25 Lakhs in to general reserve out of the amountavailable for appropriation and an amount of Rs. 754.54 Lakhs is proposed to be retainedin the profit & loss account.
During the year 2015-2016 total revenue of the Company is Rs. 722.05 crores as comparedto Rs. 444.36 crores in the previous year. The net profit is Rs. 9.01 crores as comparedto Rs. 7.28 crores in the previous year. There is no material change in the nature ofbusiness of the company.
WIRE RODS & CONDUCTORS
During the year 2015-2016 Aluminium Division of the Company has contributed total Rs.717.29 crores as compared to Rs. 439.00 Crores in the previous year in the total revenueof the Company.
During the year Mining Division of the Company has not carried out any activity.
Your Company have two Wind Turbine Generators (WTG) of total 2.75 Mega Watts viz. (1)1.25 Mega Watts at Nandurbar - Maharashtra (2)1.50 Mega Watts at Sangli- Maharashtra.
Your Company also have four Solar Power plants of total 1.43 Mega Wattsviz. (1) 100KWP at Pune- Maharashtra (2) 522 KWP at Bangluru -Karnataka (3) 403 KWP at Rewari- Haryana& (4) 403 KWP at Alwar-Rajashthan. During the year the power segment of the companyhas contributed Rs. 2.48 crores in the total revenue of the Company as compared to Rs.2.45 crores in the previous year.
SUBSIDIARY AND JOINT VENTURE COMPANIES
The Company has two subsidiaries & one Joint Venture
Companies as on March 31 2016. There are no activity carried out during the year insubsidiaries while Joint Venture Company is yet to start its commercial productions.There has been no material change in the nature of the business of the subsidiaries &Joint Venture Companies.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of Companies Act 2013 with respect toDirectors' responsibility statement it is hereby confirmed that:
a. in the preparation of Annual Accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
b. the directors had 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 2016 and of the profitof the Company for the said period;
c. the directors have taken proper and sufficient care of 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 otherirregularities;
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.
DIRECTOR & KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 149 of the Companies Act2013 Shri Navin ShahShri Sundeep Mohta and Shri Narayan Das Mundhra were appointed as independentdirectors atthe AGM of the Company held on August 28 2014 & Mrs Renu Somani was appointed asindependent director at the AGM of the Company held on August 27 2015. They havesubmitted a declaration that each of them meets the criteria of independence as providedin section 149(6) of the Act and there has been no change in the circumstances which mayaffect their status as independent director during the year.In accordance with theprovisions of the Act and the Articles of Association of the Company Shri Lalit KumarDaga Chairman/Director of the Company retire by rotation and being eligible have offeredhimself for re-appointment.
Shri Lalit Kumar Daga is a Commerce Graduate from the University of Kolkata. He hasvast experience of over 50 years in Aluminium Industry. He is the Chairman and founder ofHind Aluminium Industries Ltd. He holds 559616 equity shares in the Company & alsohold directorship in another Listed Company viz.Nirav Commercials Ltd.
Shri Mahendra Kumar Jain has been appointed as Chief Financial Officer of the Companyas per Section 203 of the Companies Act 2013.
The Board has informed an experience team of senior executive of the company arelooking after all companies and SEBI (LODR) 2015 Compliances however the company is alsolooking for a qualified company secretary.
MEETING OF THE BOARD
Seven meetings of the Board of Directors were held during the year. For details of theboard meetings please refer to the corporate governance report which forms part ofdirectors' report.
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulations 2015.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
POLICY ON DIRECTORS APPOINTEMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other matterprovided in Section178(3) of the Act has been disclosed in the corporate governancereport which forms part of directors' report.
INTERNAL FINANCIAL CONTROLS
The Board of Directors have taken necessary steps for internal financial control andits adequacy during the financial year 2015-16.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. Motilal & Associates (Firm Reg. No. 106584W) Chartered Accountants wereappointed as statutory auditors of the Company from the conclusion of 27th AGM of thecompany till the conclusion of the 32nd AGM of the Company to be held in the year 2019subject to ratification of their appointment at every AGM.
AUDITORS REPORT & SECRETARIAL AUDITORS REPORT
The Board has re-appointed M/s. Arun Dash & Associates Company Secretaries toconduct Secretarial Audit of the Company. Secretarial Audit Report for the financial yearended March 31 2016 is annexed herewith marked as Annexure IV to this Report. Anexperienced team of senior executives of the company is looking after all company laws andSEBI (LODR) 2015 Compliances however the company is also looking for a qualified companysecretary.An Experienced team of Senior Executives of the Company is looking after Costaccounting related functions of the Company however the Company is also looking for asuitable qualified Cost Auditors
RISK MANAGEMENT POLICY
The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loans guarantees and investments have been disclosed in thefinancial statements of the Company.
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 arms lengthbasis.Your Directors draw attention of the members to Note no. 30(A) of the financialstatement which set out related party transactions. Information on transactions withrelated parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of theCompanies(Accounts) Rules 2014 are given in Annexure-I in Form AOC-2 and the same formspart of this report
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure II of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. For other details regarding the CSR Committeeplease refer to the corporate governance report which forms part of this report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure III to thisReport.
PARTICULARS OF EMPLOYEES
The information required under section 197(12) of the Act read with Rules 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
During the year 2015-2016 the Company has no executive who was in receipt ofremuneration exceeding the sum prescribed under aforesaid section / rule.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
There was no significant and material orders passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future.
The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2008 certifiedand the Company is committed to maintain and improve quality.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of SEBI Listing Regulations2015 is presented in a separate sectionforming part of the Annual Report.
A separate report on Corporate Governance is enclosed as a part of this Annual Report.A certificate from the auditors of the Company regarding compliance with the CorporateGovernance norms stipulated is annexed to the report on Corporate Governance.
Conservation of energy technology absorption foreign exchange earnings and outgo
CONSERVATION OF ENERGY:
Energy conservation continues to be an area of focus for the company. Initiatives tointegrate energy efficiency into overall operations are undertaken through designconsiderations and operational practices.The key initiatives towards conservation ofenergy were:
a. improved monitoring of energy consumption through smart metering and integrationwith building management systems;
b. setting internal targets for energy performance improvement and institution ofrigorous operational controls toward achieving these targets;
c. The Company is evaluating utilizing Wind & Solar energy as an alternate sourceof energy.
d. The Company has invested on energy conservation equipment.
TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION:
The Company continues to use the latest technologies for improving the productivity andquality of its services and products. The Company's operations do not require significantimport of technology.
RESEARCH AND DEVELOPMENT (R&D):
The Company is actively engaged in product up gradation design development and newproduct development. Since the expenditure incurred on research and development activitieswere not substantial no separate account for the same was being maintained.
FOREIGN EXCHANGE EARNING AND OUTGO
Your Company has been in constant touch with various customers around the world. Wehope that our regular followup will result in procuring export orders. Your Company isconstantly exploring the possibilities of exporting its products. This is an ongoingprocess. Export sales can only be increased by developing relationship with prospectivebuyers. In this connection your Company's officials may plan to visit some countries toexplore possibilities of export sales. The information on the above is given in Notes onAccount (Note No.26 to the Accounts).
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members/shareholders during the year under review. Your Directorsalso wish to place on record their deep sense of appreciation for the committed servicesby Company's executives staff and workers.
For and on behalf of the Board
Lalit Kumar Daga
Date: 6th June 2016