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Kamper Concast Ltd.

BSE: 531475 Sector: Metals & Mining
NSE: KAMPERCONC ISIN Code: N.A.
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Kamper Concast Ltd. (KAMPERCONC) - Director Report

Company director report

TO

THE MEMBERS

The Members

Kamper Concast Limited

Your Directors have pleasure in presenting their Annual Report together with theAudited Accounts of the Company for the Year ended March 31 2015. The working results ofthe company are set out hereunder:-

1. FINANCIAL RESULTS:

Description For the year ended on 31.03.2015 For the year ended on 31.03.2014
(Rs.) (Rs.)
Profit & Loss Before Tax Adjustments (66036897.73) (53031967.08)
Add / (Less): Tax Adjustments - -
Profit & Loss After Tax Adjustments (66036897.73) (53031967.08)

2. PERFORMANCE:-

The company has earned a net loss of Rs. 66036897.73 as against as loss of Rs.53031967.08 in the previous financial year.

3. STAFF OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

The company is engaged in the business of manufacturing of Mild Steels Ingot and theBoard . informs to the members that there has been no change in the nature of business ofthe Company during the financial year. Detail information on operation is provided in theManagement Discussion and Analysis Report.

4. DIVIDEND

In view of future need & expansion of business the directors have not recommendedany dividend for the year under review.

5. SHARE CAPITAL

During the Financial Year 2014-15 no new shares has been issued or allotted out of theauthorized capital of the company hence no change in the share capital of the Company.

6. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in format MGT-9 for the financial year 2014-15 has beenenclosed with this report.

7. NUMBER OF BOARD MEETINGS

During the Financial Year 2014-15 12 (twelve) meetings of the Board of Directors ofthe company were held on 29th April 2014 28th July 2014 30th July 2014 21st August2014 4th September 2014 30th September 2014 13th October 2014 27th October 2014 2ndDecember 2014 6th January 2015 30th January 2015 and 24th March 2015

8. PARTICULARS OF LOAN GUARANTEES AND INVESTMENT UNDER SECTION 186

The Company has given corporate guarantee for cash credit loans taken by City RollingMills Pvt. Ltd. a related party for Rs. 1000.00 Lac from Bank of Baroda.

9. EXPLANATION TO AUDITOR’S REMARK

There are no adverse remarks; qualifications and disclaimer made by Singhania Agrawal& Co. Statutory Auditors in their report and the Practicing Company Secretary intheir respective reports are furnished as Annexure and form part of this report.

10. FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT ACT. 2014)

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company during the year under review.

11. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS AND OUTGO.

As required by Section 134 (3) (m) of the Companies Act 2013 read with Companies(accounts) Rules 2014. A statement regarding particulars of conservation of energy ispresented as under:-

A. CONSERVATION OF ENERGY:

FORM-A

Power & Fuel Consumption 2014-15 2013-14
Unit(KWH) 32211400 32858600
Total Amount 146147554 154318225
Average Rate per unit 4.54 4.70
Production 16147.810 16910.275
Unit consumed / MT of production 1994.78 1943.11

Consumption per Ton of Production

The company’s products comprise a wide range of semi finished mild steels ingot.The product mix varies each year and the production process involves several operations indifferent divisions. It is therefore not feasible to apportion the cost consumption perunit of production.

B. TECHNOLOGY ABSORPTION:

The Company is committed to ‘Technological Innovation'.

C. FOREIGN EXCHANGE EARNING AND OUTGO

The company has exposure to foreign earnings.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The company has not involved in any related party transactions during the financialyear.

13. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Board declares that there has been no material change and no event has occurredduring the balance sheet date and the date of signing this report which could affect thefinancial position or the solvency of the company.

14. RISK MANAGEMENT POLICY

The company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the business and functions aresystematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

15. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNAL

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company’s operation in future.

16. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL ACT 20131

The company is committed to provide a safe and conducive work environment to itsemployees. During the year under review no case of sexual harassment was reported.

17. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2014-15 following changes took place in the composition ofBoard of . Directors:

• Sri Rajesh Kumar Goyel Director of the company retire by rotation at the annualgeneral meeting and being eligible offers himself for appointment.

• Smt. Kusum Gupta has been appointed as Woman Director on March 24 2015 at themeeting of Board of Directors.

18. ADVOCACY OF INTERNAL FINANCIAL CONTROL

The Company’s internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. These are routinely tested andcertified by Statutory as well as Internal Auditors. Significant audit observations andfollow up actions thereon are reported to the Audit Committee.

19. DEPOSITS

The Company has not accepted any amount as deposits during financial year 2014-15 andas such no amount is due on account of principal or interest as on the balance sheet date.

20. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

21. SECRETARIAL AUDIT REPORT

Secretarial Audit Report in prescribed format MR-3 given by a practicing companysecretary for the financial year 2014-15 has been enclosed with this report.

22. BOARD COMMITTEES Audit Committee

I. Term of Reference

The Audit committee if the company was constituted after being mandated with the sameterms of reference specified in Clause 49 of the Listing Agreement with the stockexchanges as well as those stipulated by the SEBI guidelines.

II. Composition

The audit committee comprises 3 Directors namely Mr. Narwada Prasad Singh Mr.Purushottam Kumar Gupta and Mr. Vinod Kumar Keshri.

III. Attendance

Four meetings were held during the year and were attended by all the members of thecommittee.

Nomination & Remuneration Committee

I. Term of Reference

The Nomination and Remuneration committee of the company was constituted after beingmandated with the same terms of reference specified in Clause 49 of the Listing Agreementwith the stock exchanges as well as those specified by the SEBI guidelines.

II. Composition

The Nomination and Remuneration committee comprises of 3 Directors namely Mr. NarwadaPrasad Singh Mr. Purushottam Kumar Gupta and Mr. Vinod Kumar Keshri.

III. Attendance

Two meeting were held during the year and were attended by all the members of thecommittee.

Separate note on Nomination and Remuneration Committee policy has been enclosed withthis Report.

23. FORMAL ANNUAL EVALUATION

The evaluation framework for assessing performance of directors comprises of followingkey areas:

• Attendance of Board Meetings and Board Committee Meetings

• Input regarding growth of company and its performance.

• Commitment to shareholders and other stakeholder’s interest.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/her evaluation.

24. VIGIL MECHANISM

The vigil mechanism of the company which also incorporates whistle blower policy. Thewhistle blower policy encourages Directors and employees to bring to the Company’sattention instances of unethical behavior and actual or suspected incidents of fraud orviolation of the Code of Conduct that could adversely impact the company’soperations business performance and / or reputation. The Company investigates suchincidents when reported in an impartial manner and takes appropriate action to ensurethat the requisite standards of professional and ethical conduct are always upheld. It isthe Company’s policy to ensure that no employee is victimized or harassed forbringing such incidents to the attention of the Company. The practice of the WhistleblowerPolicy is overseen by the Audit Committee of the Board.

25. CORPORATE GOVERNANACE CERTIFICATE

Corporate Governance Certificate given by the auditors regarding compliance with clause49 of the Listing Agreement has been enclosed with this report.

Declaration by the Managing Director that the Board Members and Senior ManagementPersonnel have complied with the Code of Conduct has been enclosed with this report.

26. MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are attached with this report.

27. STATUTORY AUDITORS

M/s Singhania Agrawal & Co. Chartered Accountants were appointed as StatutoryAuditors for a period of 5 years in the Annual General Meeting held on 30/09/2014. Theircontinuance of appointment is to be ratified in the ensuing Annual General Meeting.

28. SECRETARIAL AUDITORS

The Board of Directors of the Company has appointed B. Kumar & associates Companysecretaries on 25.03.2015 to carry secretarial audit of the company for the financial year2014-15.

The secretarial Audit Report is attached with this report.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Separate note on management discussion and analysis has been enclosed with this report.

30. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act 2013 the Board confirms that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departure.

b. Appropriate accounting policies have been selected and applied consistently and theBoard has made judgments and estimates that are reasonable prudent and in the bestinterest of the company’s business so as to give true and fair view of the state ofaffairs of the company for the year ended on that date.

c. The director have taken proper and sufficient care for the maintenance of adequateaccounting record in accordance with the provision of the companies Act 1956 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 had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

f. The directors had laid down internal financial control to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

31. ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to the variousdepartments of the Central & State Govt. Banks customers & suppliers for theircontinued valuable assistance & support. Your directors also wish to place on recordtheir appreciation for the dedicated efforts by officers staff and workers of the companyat all levels.

For and on behaliyqf Board.of Directors

Place: Patna Purushottam Kumar Gupta]
Date: 21st August 2015 Chairman

NOMINATION AND REMUNERATION POLICY

INTRODUCTION

The Company considers human resources as its invaluable assets. This policy onnomination and remuneration of Directors Key Managerial Personnel (KMP) and otheremployees has been formulated in terms of the provision of the Companies Act 2013 and thelisting agreement in order to pay equitable remuneration to the Directors KMPs andEmployees of the Company.

CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted the "Nomination and Remuneration Committee" of theBoard on 28.07.2014 under the Companies Act 2013. The Board has authority to reconstitutethis committee from time to time.

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR. KMPS AND SENIOR MANAGEMENT

The Committee shall identify and ascertain the integrity qualification expertise andexperience of the person for appointment as Director KMP or senior management level andrecommend to the Board his/her appointment.

A person to be appointed as Director KMP or senior management level should possessadequate qualification expertise and experience for the position he/she is considered forappointment. The Committee has discretion to decide whether qualification expertise andexperience possessed by a person is sufficient/ satisfactory for the concerned position.

Term/Tenure

• Managing Director/Whole time Director

The Company shall appoint or re-appoint any person as its Managing Director and CEO orWhole-time Director for a term not exceeding five years at a time.

• Independent Director

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board’s report.

Removal

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director or KMPsubject to the provisions and compliance of the said Act rules and regulations.

Retirement

The Whole-time Directors KMP and senior management personnel shall retire as per theapplicable provisions of the Companies Act 2013 and the prevailing policy of the Company.

POLICY RELATING TO REMUNERATION FOR DIRECTORS KMPs AND OTHER EMPLOYEES

1. The remuneration / compensation / commission etc. to Directors KMPs and OtherEmployees will be determined by the committee and recommended to the Board for approval.

2. The remuneration payable to Non-Executive Director is based on the remunerationstructure as determined by the Board and is revised from time to time depending onindividual contribution the Company’s performance and the provisions of theCompanies Act 2013 and the rules made there under.

3. The remuneration and commission to be paid to the Managing Director shall be inaccordance with the provisions of the Companies Act 2013 and the rules made thereunder.Increments to the existing remuneration/ compensation structure may be recommended by theCommittee to the Board which should be within the limits approved by the Shareholders inthe case of Managing Director.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 1971121 OF THE COMPANIESACT 2013 READ WITH RULES 5m OF THE COMPANIES f APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Name of Directors Remuneration of Director for financial year 2014-15 (Rs.) % increase in remuneration in the financial year 201415. Ratio of remuneration of each director to median remuneration of employees.
Purusottam Kumar Gupta 900000 Nil 14.42 : 1
Vinod Kumar Keshri 99000 20.65% 1.60: 1
Rajesh Kumar Goyal 67500 (-) 18.47% 1.08 : 1

The median remuneration of employees of the company during the financial year was Rs.5200 and during the financial year 2013-14 was Rs. 4900.

ii. There were 19 permanent employees (excluding directors) on the rolls of the Companyas onMarch 31 2015.

iii. In the financial year there was increase of 6.12.% in the median remuneration ofemployees.

iv. Relationship between average increase in remuneration and company performance- Theloss for the financial year ended March 31 2015 increased by 24.52% whereas the increasein median remuneration was 6.12%.

v. Average percentage increase/decrease in the salaries of employees other than themanagerial personnel in the financial year 2014-15 was 11.64% whereas managerialremuneration remains same.

vi. There were no variable components in remuneration availed by directors.

vii. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors in excess of the highest paid director during the year is13.42 : 1.

viii. It is hereby affirmed that the remuneration paid is as per the RemunerationPolicy for Directors Key Managerial Personnel and other Employees.