Kaiser Corporation Limited
Your Directors are pleased to present the Twenty Third Annual Report of your Companywith the Audited Accounts for the year ended March 31 2016.
|FINANCIAL PERFORMANCE AND FUTURE PROSPECTS: || ||Amount in Rs. |
| ||March 31st 2016 ||March 31st 2015 |
| ||247065646 ||214725730 |
|Sales Income ||3190485 ||2581667 |
|Other Income || || |
|Total Income ||250256131 ||217307397 |
|Expenditure ||232531369 ||202323160 |
|Finance Cost ||4646847 ||5275994 |
|Depreciation / Amortization ||4067352 ||4624357 |
|Profit/Loss before taxes ||9010563 ||5083886 |
|Extra-ordinary items ||- ||- |
|Income tax Current ||(2055622) ||(1197000) |
|Mat credit entitlement ||10622 ||61711 |
|Income tax Deferred ||305486 ||(390316) |
|Prior period tax adjustment ||30393 ||(87948) |
|Profit/(Loss) after tax (before share of profit/(loss) from associates and minority interest) ||7301142 ||3470333 |
|Share of profit/ (loss) from associates ||8162 ||28039 |
|Share of minority interest ||(3485975) ||(1528486) |
|Adjustment on account of further investment in subsidiary company ||- ||- |
|Share of loss of cessation of subsidiary company ||- ||- |
|Profit/ (Loss) for the year ||3823329 ||1969886 |
Your Company posted a total income of Rs. 250256131/- compared to the income of Rs.217 307397/- for the previous year and the net profit of Rs. 9010563/- compared to thenet profit of Rs. 5 083886/- for the previous year. The Turnover of the company hasincreased marginally as compared to the previous year; however the net profit for the yearincreased substantially compared to the net profit to the previous year. Your Directorsare sure that the company will be able to show further better results in the current year.
Your company is presently in the business of Compounding for Heat shrinkableaccessories jointing kits Trunkey project management engineering services and printingof labels packaging materials Magazines and articles of stationery but the printingbusiness is not presently lucrative.
Your Directors are aggressively looking towards other business activities by enteringinto various joint ventures and other business activities which will provide a goodplatform to your Company to expand globally.
Your Directors are now focusing on increasing the production Your Company plans toenter niche areas where there are good sales potentials with relatively low competitionand fully exploit its capabilities to produce the latest generics.
Your directors do not recommend any dividend for the year ended March 31 2016.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The particulars required to be stated as per the provisions of Section 134(3) (m) ofThe Companies Act 2013 relating to conservation of energy and technology absorption donot apply to your Company.
FOREIGN EXCHANGE EARNINS AND OUTGO:
Foreign Exchange Earnings: Export of Goods - Rs. 362.01
Foreign Exchange Outgo: Rs. 234.07
Details of the Depository System are given in the section 'Additional Information'which forms a part of the Corporate Governance Report and is attached with the AnnualAccounts.
As per the provisions of section 152 of the Companies Act 2013 Mr. Bhushanlal Aroraretires by rotation and being eligible for appointment offers herself for re-appointment.
The Company has received the necessary declaration from each Independent Director inaccordance with section 149(7) of the Companies Act 2013 that he/she meets the criteriaof Independence as laid down in sub-section 6 of Section 149 of The Companies Act 2013and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Mr. Jehangir R Patel the Managing Director of the company resigned from the Board witheffect from 1st July 2015. The Board of Directors placed on record the warm and sincereappreciation of active services wise counsel and guidance rendered by Mr. Jehangir RPatel to the company over the long period of his tenure as the Chairman and ManagingDirector of the company.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFINDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Act the Board of Directors has carried out an annualevaluation of its own performance Board committees and individual directors.
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 process participation in the long-term strategic planninginformation 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.
The Board reviewed the performance of the Individual Directors on the basis of thecriteria such as the contribution of the Individual Director to the Board and committeemeetings preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.
TRAINING AND HUMAN RESOURCE MANAGEMENT:
Morale of our professionals continued to be high. The Company continues to putconcerted efforts in recruiting quality people. Development and training programs areundertaken were key focus is being given to areas being employee development growth andsatisfaction along with employee relations during the year. The relationship betweenmanagement and employees continues to be one of mutual respect appreciation and cordial.
The Auditors M/s. Suresh Surana & Associates LLP Mumbai Chartered Accountants (ICAIRegistration No: 121750W/W-100010) hold the office until from the conclusion of theensuing Annual General Meeting and they are eligible for reappointment as the Auditors ofthe company. Members are requested to consider their re-appointment and to fix theirremuneration for the year ended 31st March 2017.
The Company has received a confirmation from M/S. Suresh Surana & Associates LLP tothe effect that their appointment if made will comply with the eligibility criteria interms of Section 141 (3) of The Companies Act 2013.
In terms of Section 204 of the Act and Rules made there under Mr. G S JambekarPracticing Company Secretary have been appointed as Secretarial Auditors of the Company.The report of the Secretarial Auditors is annexed as Annexure I to this Report. The reportis self-explanatory and does not call for any further comments.
DETAILS OF SIGNIFICANT MATERIAL ORDERS:
No significant and material orders were passed by the regulators or the courts ortribunals that may have an impact on the going concern status and Company's operations inforeseeable future.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and rule 12(1) of the Companies (Management andAdministration) Rules 2014 extract of annual return in Form MGT 9 is annexed as AnnexureII to this Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and External consultant(s) and the reviews performed by managementand the relevant Board committees including the Audit Committee the Board is of theopinion that the Company's internal financial controls were adequate and effective duringthe financial year 2015-16.
Accordingly pursuant to Section 134(5) of the Act the Board of Directors to the bestof their knowledge and ability confirm that:
(a) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;
(b) they have selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a "going concern basis";
(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
During the year the company has not given any new loans and any investments and has notprovided any Guarantees except those which are already mentioned in the audited accountsof the company.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
The company had two subsidiaries as on 31 March 2016.
The consolidated financial statements of the company and all its subsidiaries isprepared in accordance with the accounting standard 21 issued by the Institute ofChartered Accountants of India form part of the Annual Report and are reflected in theconsolidated financial statements of the company.
Pursuant to the provisions of Section 136 of the Act the financial statements of thecompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the company.
The annual accounts of the subsidiaries and related detailed information will be keptat the registered office of the company as also at the registered offices of therespective subsidiary companies and will be available to Investors seeking information atany time.
BOARD MEETINGS AND COMMITTEE MEETINGS:
1. Five (5) Board meetings were held during the year. The details of the Board meetingsand the attendance of the Directors are provided in the Corporate Governance Report.
2. Four (4) Audit Committee meetings and one (1) Remuneration Committee meeting wereheld during the year. The details of the Audit Committee and the details of theRemuneration Committees meetings and the attendance of the Directors are provided in theCorporate Governance Report.
RELATED PARTY TRANSACTIONS:
All related party transactions entered into during the financial year were on an arm'slength basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Agreement. The details of thetransactions with related parties are provided in the accompanying financial statements.
There were no materially significant related party transactions made by the Companyduring the year that would have required members approval under Regulation 23 of the SEBI(Listing Obligations and Disclosure Requirements) 2015. The policy on materiality ofrelated party transactions and dealing with related party transactions as approved by theBoard.
VIGIL MECHANISM/ WHISTLEBLOWER POLICY:
The Company has adopted a Whistleblower Policy to provide a formal mechanism to theDirectors employees and its stakeholders to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company has been deniedaccess to the Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE:
Pursuant to Regulation 27 of the SEBI (Listing Obligations and DisclosureRequirements) 2015 the Management Discussion and Analysis and the Corporate GovernanceReport as required under Regulation 27 of the SEBI (Listing Obligations and DisclosureRequirements) 2015 is presented in a separate section forming part of the Annual Report.
The Company would like to acknowledge all its stakeholders Bank of India SBI and HDFCBank and its customers key partners for their support and all its employees for theirdedication and hard work.
The Directors appreciate the continued guidance received from various RegulatoryAuthorities including RBI SEBI Ministry of Corporate Affairs The Registrar ofCompanies The Stock Exchange Mumbai Income Tax and Sales Tax Authorities.
On Behalf of the Board of Directors