TO THE SHAREHOLDERS
Your Directors have pleasure in presenting the 30th Annual Report together with AuditedBalance Sheet and Profit & Loss Account for the year ended 31st March2017. The highlights of the financial results are as under:
|FINANCIAL RESULTS: ||2016-2017 (Rs in Crores) ||2015-2016 (Rs in Crores) |
|Total Revenue ||499.37 ||723.10 |
|Profit before Tax (PBT) ||8.56 ||13.51 |
|Less: Tax Expenses ||2.09 ||450 |
|Profit after tax ||6.47 ||9.01 |
|Add: Balance brought forward from previous year ||57.28 ||49.73 |
|Less: Adjustment related to fixed assets ||0.22 ||- |
|Balance available for Appropriations ||63.53 ||58.74 |
|Appropriations: || || |
|Proposed Dividend ||1.01 ||1.01 |
|Corporate tax on dividend ||0.20 ||0.20 |
|Transfer to General Reserve ||0.25 ||0.25 |
|Closing balance of retained earnings ||62.0T ||57.22 |
|Total ||63.53 ||58.74 |
Your Directors are pleased to recommend a Dividend of Rs 1.60
i.e.16 % (Previous Year Rs 1.60 per equity share i.e. 16 %) per equity share of Rs 10each fully paid up which will be paid in line with the applicable rules after yourapproval at the ensuing Annual General Meeting.
TRANSFER TO RESERVE
The Company proposes to transfer Rs 0.25 Crore to the General Reserve (p.y. Rs 0.25Crores). An amount of Rs 62.07 Crores is proposed to be retained on the Retained Earnings(p.y. Rs 57.28 Crores).
During the year 2016-2017 total revenue of the Company is Rs 499.37 crores as comparedto Rs 723.10 crores in the previous year. The profit after tax is Rs 6.47 Crores ascompared to Rs 9.01 crores in the previous year. There is no material change in the natureof business of the company.
WIRE RODS & CONDUCTORS
During the year 2016-2017 Aluminium Division of the Company has contributed total Rs494.85 Crores as compared to Rs 718.35 Crores in the previous year in the total revenue ofthe Company.
During the year Mining Division of the Company has not carried out any activity.
Your Company has 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 located at Sangli-Maharashtra.
Your Company also has four Solar Power plants of total 1.43 Mega Wattsviz. (1) 100 KWPat Pune-Maharashtra (2) 522 KWP at Bangluru -Karnataka (3) 403 KWP at Rewari- Haryana&
(4) 403 KWP at Alwar-Rajasthan.
During the year the power segment of the company has contributed Rs 3.32 crores in thetotal revenue of the Company as compared to Rs 2.48 crores in the previous year.
SUBSIDIARY AND JOINT VENTURE COMPANIES
The Company has two subsidiaries & one Joint Venture Companies as on March 312017. There is no activity carried out during the year in subsidiary named Hind PowerProducts Pvt.Ltd. while commercial production in Hind Aluminium Industries (Kenya) Ltd.is yet to start. In Joint Venture Company commercial production has started in the monthof July2016. There has been no material change in the nature of the business of thesubsidiaries & Joint Venture Companies.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of Companies Act 2013 (Act) withrespect to Directors 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 2017 and ofthe profit of 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.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Shri Sudhir Goel Director of the Company is liable to retire by rotation at theensuing AGM
and being eligible has offered himself for re-appointment. Shri Sudhir Goel is aqualified Chartered Accountant and has over 34 years of experience in Aluminium Industry.He is a Director of this company from the date of its incorporation. He is looking afterfinancial affairs of the company as a Whole-Time Director. He holds 3000 equity shares inthe Company & also hold directorship in another Listed Company viz. Nirav CommercialsLtd.
Shri Narayan Das Mundhra resigned from independent Directorship of the company due tohis pre-occupation.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 312017 are: Shri Shailesh Daga Managing Director Shri SudhirGoel WholeTime Director Shri Mahendra Kumar Jain Chief Financial Officer and Ms. SakshiSharma Company Secretary.
MEETINGS OF THE BOARD
Seven meetings of the Board of Directors were held during the year. For details ofmeetings of the board 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 the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBIListing Regulations).
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual director on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent director performance of non-independent directorand the board as a whole was evaluated taking into account the views of executivedirectors and non-executive directors. The same was discussed in the board meeting thatfollowed the meeting of the independent directors at which the performance of the boardits committees and individual director was also discussed. Performance evaluation ofindependent director was done by the entire board excluding the independent directorsbeing evaluated.
POLICY ON DIRECTORS APPOINTEMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and othermatter provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of directors report.
INTERNAL FINANCIAL CONTROLS
The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.
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.
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 INVESTMENT MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loans guarantees and investments have been disclosed in thefinancial statements of the Company.
CONTRACTS AND ARRANGEMENT 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.29 of the financial statementwhich set out related party transactions.Information on transactions with related partiespursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts)Rules 2014 are given in Annexure I in Form AOC-2 and the same forms part 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 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (including
any statutory modification(s) or re-enactment(s) thereof for the time being in force)in respect of Directors/employees of the Company is set out in the Annexure IV of thisreport.
SECRETARIAL AUDITORS REPORT
The Secretarial Audit Report for the financial year ended March 31 2017 relating toSecretarial Audit conducted by M/s Arun Dash & Associates Company Secretaries isannexed herewith marked as Annexure V to this report. An Experienced team of SeniorExecutive of the Company is looking after Cost accounting related functions of theCompany however the Company is also looking for a suitable qualified Cost Auditors. Theother observations stated in the report are self-explanatory.
Disclosure requirements As per SEBI Listing Regulations the Corporate GovernanceReport with the Auditors Certificate thereon and the Management Discussion andAnalysis are attached which form part of this report.
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 companys 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.
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 meteringand integration withbuilding 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 Companys operations do not requiresignificant import 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 Companys officials may plan to visit some countriesto explore possibilities of export sales. The information on the above is given in Noteson Account (Note No.17. to the Accounts)
The Directors thank the Companys employees customers vendors investors fortheir continuous support. The Directors also thank the governments of various states inIndia and concerned government departments and agencies for their cooperation.
| ||For and on behalf of the Board |
|Place: Mumbai ||Lalit Kumar Daga |
|Date: 30th May 2017 ||Chairman |