The Members of
Kabra Extrusiontechnik Limited
Your Directors are pleased to present the THIRTY-FOURTH ANNUAL REPORT together with theAUDITED
STATEMENT OF ACCOUNTS for the year ended 31 March 2017.
|1. FINANCIAL PERFORMANCE: || || |
| || ||(Rs. in Lacs) |
|PARTICULARS ||FY 2016-17 ||FY 2015-16 |
|Revenue from Operations and Other Income ||28760.87 ||32142.69 |
|Gross Profit before Finance Cost & Depreciation ||4086.76 ||6051.82 |
|Less: Finance Cost ||193.15 ||176.59 |
|Depreciation ||698.95 ||870.54 |
|Profit Before Tax and exceptional item ||3194.66 ||5004.69 |
|Less: Provision for Diminution in long-term investments ||-- ||(1850.00) |
|Profit Before Tax ||3194.66 ||3154.69 |
|Add / (Less): Provision for Taxation ||(675.00) ||(1030.00) |
|Excess Provision of earlier year ||-- ||22.42 |
|Provision for Deferred Tax ||(190.59) ||100.34 |
|MAT Credit entitlement ||440.33 ||-- |
|Net Profit After Tax & Deferred Tax ||2769.40 ||2247.45 |
|Balance b/f from previous year ||8240.56 ||7082.00 |
|Amount available for appropriation ||11009.95 ||9329.45 |
|APPROPRIATIONS: || || |
|Transferred to General Reserve ||275.00 ||225.00 |
|Interim Dividend / Proposed Dividend* ||-- ||717.80 |
|Tax on Interim / Proposed Dividend* ||-- ||146.13 |
|Surplus balance carried to Balance Sheet ||10734.96 ||8240.56 |
| ||11009.95 ||9329.45 |
Your Directors are pleased to recommend a dividend @ 40% i.e. Rs. 2/- per equity shareof face value of Rs. 5/- each for thefinancial year 2016-17subject to the Members'approval [@ 45% i.e. Rs. 2.25 per equity share of face value of Rs. 5/- each for theprevious year].
* Proposed dividend amounting to Rs. 638.05 Lacs and tax thereon amounting to Rs.129.89 Lacs have not been recognized as a liability at the Balance Sheet date as peramended Accounting Standards. Aforesaid amount will be recognized as a liability after itis approved by the shareholders of the Company at ensuing Annual General Meeting andsubsequently upon its payment.
3. TRANSFER TO RESERVES:
The Company proposes to transfer Rs. 275 Lacs to the General Reserves out of the amountavailable for appropriation.
4. OPERATIONS AND OUTLOOK:
The Company has achieved Operational and Other Income for the year under review at Rs.28760.87 Lacs as against the previous year's Operational and Other income of Rs.32142.49 Lacs. The profit before tax and exceptional item was Rs. 3194.66 Lacs againstthe previous year's profit of Rs. 3154.69 Lacs. Net profit of the Company afterexceptional items and tax was Rs. 2769.39 Lacs against Rs. 2247.45 Lacs of the previousyear.
Exports during the year is Rs. 8685.62 Lacs as against previous year's export of Rs.8244.90 Lacs and is about 31.46% of Total Sales Revenue turnover.
Shri Satyanarayan G. Kabra and Smt. Jyoti V. Kabra Directors of the Company are liableto retire by rotation in accordance with the provisions of Section 152 of the CompaniesAct 2013 at the ensuing Annual General Meeting and are eligible for re-appointment. Smt.Jyoti V. Kabra has indicated to the Company that she is not seeking re-appointment. TheBoard placed on record its appreciation for valuable services rendered by Smt. Jyoti V.Kabra during her tenure as Director. The Board proposed that the vacancy caused by herretirement be not lled. The Board of Directors recommends the re-appointment of ShriSatyanarayan G. Kabra.
Shri Boman Moradian and Smt. Ekta A. Kabra have been appointed as Additional Directorsby the Board at its meeting held on 16 May 2017 and hold Office up to the date of ensuingAGM. Shri Boman Moradian has been appointed in category of Independent Director. Smt. EktaA. Kabra being appointed as Executive Director to be designated as Director - Strategyw.e.f. 01 August 2017. Members' approval for their appointment is sought.
7. INDEPENDENT DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A separate meeting of Independent Directors was held in compliance of Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Schedule IVto the Act without the presence of Executive Directors. Performance of Non-IndependentDirectors performance of the Board as a whole and of Chairman was evaluated taking intoaccount the views of Executive Directors and Non-Executive Directors and on the basis ofevaluation criteria.
The Company has conducted a formal annual performance evaluation by the Board of itsown performance & that of its committees and individual Directors including theExecutive Chairman and the Independent Directors as per the laid down criteria.
All independent directors have given declaration that they meet the criteria ofindependence as provided in Section 149 (6) of the Act and Regulation 16 and 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. There has been nochange in the circumstances which has affected their status as independent director. Inthe opinion of the Board they ful ll the conditions of independence as specified and areindependent of the Management. Non-Executive Directors of the Company had no pecuniaryrelationship other than sitting fee for attending meetings.
Shri Yogesh M. Dave General Manager - Finance of the Company has been recognized asChief Financial Officer of the Company in compliance of Section 203 of the Companies Act2013.
8. DIRECTORS' RESPONSIBILITY STATEMENT AND INTERNAL FINANCE CONTROL:
Pursuant to Section 134(3) and 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge con rm that:
i. in the preparation of annual accounts for the year ended 31 March 2017 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures if any; ii. they have selected such appropriate accountingpolicies and applied them consistently and made judgements and estimates that werereasonable and prudent so as to give the true and fair view of the state of affairs of theCompany as at 31 March 2017 and of the profits of the Company for the saidfinancialyear;
iii. they have taken proper and suf cient care for 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;
iv. they have prepared the said accounts on a 'going concern basis';
v. they have laid down internalfinancial controls to be followed by the Company andthat such internalfinancial controls are adequate and were operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
The Board is of opinion that the Company's Internal Financial Controls were adequateand effective during thefinancial year 2016-17.The Audit Committee of the Board ofDirectors reviews the adequacy and effectiveness of internal control systems and suggestsimprovements to strengthen the same.The Audit Committee of the Board of DirectorsStatutory Auditors and Departmental Heads are appraised of the internal audit ndings andcorrective actions taken. Statutory Auditors of the Company have reported on adequacy ofinternal control in their Report.
9. SUBSIDIARY / ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
The Company has adopted a policy for determining material subsidiaries in terms ofRegulation 16(1) (c) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 which is uploaded onhttp://www.kolsite.com/Upload/FinancialResult/MATERIAL%20SUBSIDIARY%20POLICY.pdf. TheCompany has no subsidiary company nor has any company become or ceased to be a subsidiaryof the company. The Company does have an associate or joint venture company Penta AutoFeeding India Ltd. (Penta) within the meaning of Section 2(6) of the Companies Act 2013.A statement containing the salient features of thefinancial statement of associate company/ joint venture in the prescribed format AOC-1 is annexed herewith as Annexure -1 to thisReport. Penta has commenced its commercials operations and has reported a sales revenue ofRs. 35 Lacs and Loss of Rs. 65.77 Lacs for the year ended 31 March 2017.
The Consolidated Financial Statements relate to the Company and its associate / jointventure company Penta Auto Feeding India Ltd. These consolidatedfinancial statements areprepared in compliance with all the applicable Accounting Standards. Separate auditedaccounts of Penta Auto Feeding India Ltd. are posted onto website of the Company at:http://www.kolsite.com/Upload/FinancialResult/PENTA%20F.Y.%202016-17.pdf and hence thesame are not annexed with this Annual Report. The separate auditedfinancial statements ofPenta Auto Feeding India Ltd. will also be made available to any shareholder of theCompany on request.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees or provided any security during theyear. Details of Investments made during the year under review are given in the notestofinancial statements.
11. PUBLIC DEPOSITS:
Your Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on deposit from public was outstanding as on the date ofthe Balance Sheet.
12. RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during thefinancial year underreview were on an arm's length basis in the ordinary course of business. Prior omnibusapproval of the Audit Committee is obtained for the transactions which are repetitive innature. A statement of all Related Party Transactions is placed before the Audit Committeefor its review on a quarterly basis specifying nature value terms and conditions of thetransactions. The Company has not entered into any material related party transactionduring the year under review. The Company has adopted a Policy on materiality of RelatedParty Transactions and dealing with the same as approved by the Board and is uploaded onthe Company's website: http://www.kolsite.com/Upload/FinancialResult/RELATED%20PARTY%20TRANSACTION%20POLICY.pdf
The details of the transactions with Related Parties are provided in theaccompanyingfinancial statements.
13. RISK MANAGEMENT:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identi ed by the businesses and functionsare systematically addressed through mitigating actions on continuing basis.
14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No Significant Material Orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
15. NUMBER OF MEETINGS OF THE BOARD:
During the year under review 4 (four) meetings of the Board were held as detailed inthe Corporate Governance Report forming part of this Annual Report.
16. AUDIT COMMITTEE COMPOSITION:
Audit Committee composition is presented in Corporate Governance Report. There have notbeen any instances during the year when recommendations of the said committee were notaccepted by the Board.
17. CORPORATE GOVERNANCE:
A separate section on Corporate Governance is included in this Report as required underthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheCorporate Governance Compliance Certi cate received from M/s. Kirtane & Pandit LLPChartered Accountants Statutory Auditors of the Company is also attached to this Report.
18. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report on the operations of the Company asrequired under SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015 is provided in aseparate section and forms an integral part of this Report.
19. MEASURES FOR PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
The Company pursuant to the Section 4 of the Sexual Harassment of Women at Work Place(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder hadconstituted the Internal Complaints Committee. During the year no complaint was lodgedwith the Committee.
20. STATUTORY AUDITORS AND THEIR REPORT:
M/s. Kirtane & Pandit LLP a rm of Chartered Accountants were appointed as aStatutory Auditors of the Company for One term of 5 (ve) consecutive years to hold Officefrom the conclusion of the 31 Annual General Meeting until the conclusion of the 36 AnnualGeneral Meeting (AGM). The Company has received their eligibility certi cate subject toSection 139 and 141 of the Act and Rules made thereunder. Their appointment has to be ratied in terms of Section 139 (1) of the Companies Act 2013.
Members are requested to consider the rati cation of their re-appointment at theforthcoming AGM and authorize the Board of Directors to x their remuneration. There is noaudit quali cation in thefinancial statements by the Statutory Auditors for the year underreview.
During the year the Statutory Auditors had not reported any matter under Section143(12) of the Act therefore no detail is required to be disclosed under Section134(3)(ca) of the Companies Act 2013.
21. COST AUDITORS:
As per Section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014and other applicable provisions if any of the Companies Act 2013 the Board ofDirectors of your Company has appointed M/s. Dhara Shah & Associates a rm of quali edCost Accountants as the Cost Auditor of your Company to conduct audit of Cost Accountingrecords for thefinancial year 2017-18 on the recommendation made by the Audit Committee.
The remuneration of Rs. 120000/- (Rupees One Lac Twenty Thousand Only) excludingService Tax Conveyance and out of pocket expenses if any proposed to be paid to thesaid Cost Auditors in respect of the said audit is subject to the rati cation by theMembers at the ensuing Annual General Meeting. They have conducted audit of CostAccounting Records in respect of thefinancial year 2016-17 and report thereon shall benalized and led as statutorily provided.
Members are requested to consider the rati cation of their remuneration payable forthefinancial year ending 31 March 2018.
22. SECRETARIAL AUDITORS AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. Bhandari & Associates a rm of Company Secretaries in practice toundertake the Secretarial Audit for thefinancial year ended 31 March 2017. Their Reportis annexed as Annexure-2 to this Report.
In respect of comment of Secretarial Auditors in their report and of Statutory Auditorsin certi cate on Corporate Governance regarding Board composition the Company hasproposed the appointment of Mr. Boman Moradian as an Independent Director subject to yourapproval at the ensuing Annual General Meeting.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Board has constituted a Corporate Social Responsibility Committee headed by Shri S.V. Kabra as Chairman as detailed in the Corporate Governance Report forming part of thisAnnual Report. CSR policy was also adopted in compliance with the provisions of section135 of the Companies Act 2013 and is uploaded on the Company's website:http://www.kolsite.com/Upload/FinancialResult/REVISED%20CSR%20POLICY.pdf Furtheradditional information on the CSR Policy and implementation of CSR activities by yourCompany during the year under review are provided in Annexure-3.
The Company in respect of Financial Year 2014-15 and 2015-16 had spent Rs. 30 Lacs andRs. 40 Lacs respectively in compliance of CSR Policy to promote education. Suchcontributions were higher than CSR obligation as prescribed. In respect of Financial Year2016-17 the Company could spend only speci c amount as process of identifying activities/ projects is on going so as to be in line with CSR objectives.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
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-4 to this Report.
25. REMUNERATION POLICY:
Brief outline of Company's Policy on Director's appointment and remuneration and othermatters provided in Section 178 (3) of the Companies Act 2013 has been disclosed inAnnexure-5 to this report.
26. VIGIL MECHANISM & WHISTLE BLOWER POLICY:
The Company has framed a policy on Vigil Mechanism-Whistle Blower enabling all theemployees and other stakeholders of the Company to report any matter activity on accountof which the interest of the Company is adversely affected as a Protected Disclosure.please refer company's website at:http://www.kolsite.com/Upload/FinancialResult/VIGIL%20MECHANISM%20WHISTLE%20BLOWER%20POLICY.pdf
27. PARTICULARS OF EMPLOYEES AND REMUNERATION:
The information required under Section 197(12) of the Act read with Rule 5(2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure-6.
28. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) 134(3)(a) of the Act read with Rule 12(1) of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form No.MGT-9 is annexed as Annexure-7.
29. EMPLOYEE RELATIONS:
Employee relations continued to be cordial. The Company takes pride in the commitmentand dedication shown by its employees in all areas of business.
Your Directors would like to express their appreciation for the support received fromthe Shareholders Bankers Government Authorities Stock Exchanges Customers Suppliersand Business Associates at all levels during the year under review.
| ||For and on behalf of the Board |
|Place : Mumbai ||S. V. Kabra |
|Date : 16 May 2017 ||Chairman & Managing Director |
| ||(DIN: 00015415) |