M.D. INDUCTO CAST LIMITED
Your Directors are delighted to present Sixth Annual Report on the business andoperations of your Company together with the Audited Financial Statement of the companyfor the financial year ended 31st March 2016.
1. FINANCIAL PERFORMANCE
(Rs. In Lacs)
|RESULTS ||For the year ended 31st March 2016 ||For the year ended 31st March 2015 |
|Sales of products less excise duty ||27984.19 ||33176.49 |
|Other operation income ||90.02 ||155.69 |
|Total revenue ||28074.21 ||33332.18 |
|Total Expenditure except Dep. & Financial Cost ||26088.10 ||31341.38 |
|Profit before Depreciation Financial Cost & Tax ||1986.11 ||1990.80 |
|Depreciation and Amortization ||(501.41) ||(428.22) |
|Profit before Financial Cost & Tax ||1484.70 ||1562.58 |
|Financial Cost ||(601.16) ||(744.82) |
|Profit before Tax ||883.54 ||817.76 |
|Less: Taxation ||291.36 ||236.37 |
|Profit for the year ||592.18 ||581.39 |
|Balance brought forward from previous year ||1108.49 ||527.10 |
|Profit available for Appropriations ||1700.67 ||1108.49 |
|Appropriations: || || |
|- Bonus share issued ||1000.00 ||Nil |
|Surplus carried to Balance Sheet ||700.67 ||1108.49 |
2. RESULTS OF OPERATIONS
During the financial year 2015-16 Company has achieved total Revenue net of exciseduty of Rs. 279.84 Crores as compared to revenue of Rs. 331.76 Crores during the previousfinancial year ended March 2015. The operating profit (profit after tax) increased by1.86 % to Rs. 592.18 Lac in financial year 2015-16 as compared to Rs. 581.39 Lac duringthe previous year. Actually sales of the Company have increased it tonnage terms by1.75%. However since the prices of steel have plummeted by about 20% during F.Y. 2015-16world-wide the turnover in INR terms appears to have gone down.
The Company does not recommend any dividend for the year ended 31st March 2016.
4. TRANSFER TO RESERVES
During the financial year 2015-16 Company has utilized Rs.100.00 Lacs for bonus sharesissued and remaining balancing amount of Rs.700.67 Lacs is proposed to be retained in theprofit & Loss account.
5. SHARE CAPITAL
The paid up share capital of the company as on 31st March 2016 was Rs.24.24 Crores.
Bonus Share Issues:
Pursuant to provisions of Section 39 (4) 63 and other applicable provisions ofCompanies Act 2013 read with rule 12 of the Companies (Prospectus and Allotment ofSecurities) Rules 2014 the Companies (Share Capital and Debentures) Rule 2014 andother applicable Rules. Company had issued and allotted 10000000 (one Crores) equityshare of Rs. 10/- (Ten) each to its existing shareholder in proportion to 5 equity sharesfor 2 equity shares in the meeting of members held on 16th May 2015.
Preferential Share Issues:
During the year under review company issued 3703704 Equity shares of Rs. 27/- eachfully paid up at a premium of Rs. 17/- per Equity Shares on preferential basis on dated 22ndMay 2015 to member of the company.
During the year under review your Company has came up with Public Issue of 6384000Equity Shares of Rs. 27 each (Face Value Rs. 10) including share premium of Rs. 17 perequity share aggregating of Rs. 172368000/- it was oversubscribed by 1.64 times and gotlisted on 16th July 2015 on the SME Platform of the BSE Limited.
6. LISTING OF SHARES
The equity shares of Company are listed on the SME Platform of BSE Limited 25th FloorP.J. Towers Dalal Street Mumbai - 400 001 and listing fees for the year 2015-16 has beenpaid.
7. DEMATERIALIZATION OF SHARES
During the period under review the Company has entered into Tripartite Agreement dated16th June 2015 with the depositories national Securities Depository Limitedand Central Depository Service (India) Limited for providing Demat facility to itsShareholders. For the purpose the company has appointed Karvy Computer share Pvt. Ltd asits registrar and Share Transfer Agent.
8. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statement relates and the date of this report.
9. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The Directors have taken various measures to control the cost and to increase theturnover and profitability and are hopeful barring unforeseen circumstances to achievebetter results.
10. CORPORATE GOVERNANCE
Details regarding Corporate Governance Report of the Company regarding Compliance ofthe Conditions of Corporate Governance pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed herewith as "Annexure-I"
Your Company has not accepted any deposits within the meaning of Section 73 of thecompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
12. DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:
a) In the preparation of the annual accounts for the financial year 2015-16 theapplicable accounting standards have been followed and that no material departures havebeen made from the same.
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 thestatement of profit and loss of the company for the financial year.
c) They have taken proper and sufficient 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.
d) They have prepared the annual accounts on a going concern basis.
e) They have laid down internal financial controls for the Company and such internalfinancial controls are adequate and operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
13. AUDITORS SECRETARIAL AUDITORS REPORT AND COST AUDITORS
There are no disqualifications reservations or adverse remarks or disclaimers in thereports of Auditor Secretarial Auditors and Cost Auditors.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 Report on Management Discussion and Analysis Report is annexed herewithas "Annexure- II".
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies(Accounts) Rules 2014 is annexed herewith as 'Annexure III' to this Report.
16. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
In accordance with the requirements of Section 135 of Companies Act 2013 the Companyhas constituted a Corporate Social Responsibility Committee. The composition and terms ofreference of the Corporate Social Responsibility Committee is provided in the CorporateGovernance Report.
The Company has also formulated a Corporate Social Responsibility Policy. Annual reporton CSR activities as required under the Companies (Corporate Social Responsibility Policy)Rules 2014 has been appended as 'Annexure-IV' to this Report.
17. BOARD EVALUATION
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Committee and Nomination and Remuneration Committee. The manner in which theevaluation has been carried out is mentioned in the Corporate Governance Report.
18. CHANGE IN NATURE OF BUSNIESS
There is no change in nature of business of the Company during the year under review.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2015-16 Mr. Himanshu Desai and Vikram Shah were appointed asindependent directors of the Company for a term of 5 years not liable to retire byrotation in the Extra ordinary General Meeting held on 16.05.2015.
Mr. Vimal Dattani appointed as Company Secretary and Compliance Officer of the Companywith effect from 26.05.2015.
Mr. Arvind Jejurikar Chief Financial Officer of the Company.
In accordance with the provisions of section 152 of the Companies Act 2013 and the AOAof the Company Mr. Ashok Kumar Gupta director retiring by rotation in the ensuing AnnualGeneral Meeting being eligible offered himself for the reappointment.
20. SIGNIFICANT AND MATERIAL ORDERS
There are no significant or material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
21. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished herewith as "Annexure V and is attached to this Report.
22. MEETING OF THE BOARD AND AUDIT COMMITTEE
The details of the number of Board and Audit Committee Meetings of your Company are setout in the Corporate Governance Report which forms part of this report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.
23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
During year under review Particulars of Loan Guarantees or investment made undersection 186 of the Companies Act 2013 is mentioned in balance Sheet of the Company.
24. STATUTORY AUDITORS AND AUDITOR'S REPORT
At the 4thAnnual General Meeting held on 30th September 2014M/s P D Goplani & Associates Chartered Accountants were appointed as statutoryauditors of the Company to hold office till the conclusion of 8th Annual General Meetingof the Company. In the terms of the first proviso to Section 139 of the Companies Act2013 the appointment of the auditors shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of M/s P D Goplani & AssociatesChartered Accountants as Statutory Auditors of the Company is placed for ratification bythe shareholders. In this regard the Company has received a certificate from theAuditors to the effect that if they are re-appointed it would be in-accordance with theprovisions of Section 141of the Companies Act 2013.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
M/s Mihir Vyas & Associates Cost Accountants carried out the cost audit forapplicable business during the year. The Board of Directors has appointed Mihir Vyas &Associates Cost Accountants for the financial year 2016-17.
25. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company has received declarations from all the Independent Directors that theymeet the criteria of independence as laid down under the Companies Act 2013 read withSchedule and Rules made there under as well as Clause 49 of the Listing Agreement. TheBoard considered the independence of each of the Independent Directors in terms of aboveprovisions and is of the view that they fulfill the criteria of independence.
26. SECRETARIAL AUDITORS AND REPORT
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. Nandish S. Dave a whole time Company Secretary in practice having MembershipNo. 13946 to undertake the Secretarial Audit of the Company.
As required under section 204(1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report. The Secretarial Audit report is annexed herewith as"Annexure VI" The Report doesn't contain any qualification.
27. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Company has a Code of Conduct which is applicable to directors and managementpersonnel of the Company. The Company believes in conducting business in accordance withthe highest standards of business ethics and complying with applicable laws rules andregulations. The "Code of Conduct" is available on the Corporate Governancesection of the Company's website www.rudratmx.com.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and management personnel in their business dealings and inparticular on matters relating integrity in the work place in business practices andcomplying with applicable laws etc.
All the directors and management personnel have submitted declaration confirmingcompliance with the code.
28. TRANSACTIONS WITH RELATED PARTIES
The related party transactions have been disclosed in the financial statements asrequired under Accounting Standard (AS) 18 Related Party Disclosures specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 alsoenclosed the AOC-2 as an 'Annexure VII'.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There Were no contracts or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
30. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
Directors are related to each other within the meaning of the term "relative"as per Section 2(77) of the Act and clause 49(VIII)(E)(2) of the revised listingagreements in following manner.
|Sr.No. ||Name of Director ||Designation ||Relation with Directors |
|1. ||Mr. Ashok Kumar Gupta ||Director ||Father of Nikhil Gupta Husband of Mrs. Shamarani Gupta |
|2. ||Mrs Shamarani Gupta ||Woman Director ||Wife of Ashok Kumar Gupta Mother of Nikhil Gupta |
|3. ||Mr. Nikhil Gupta ||Managing Director ||Son of Ashok Kumar Gupta and Shamarani Gupta |
|4. ||Mr. Vikram Shah ||Independent Director ||Not related to any Director |
|5. ||Mr. Himanshu Desai ||Independent Director ||Not related to any Director |
31. INVESTOR COMPLAINTS AND COMPLIANCE
All the investor complaints are duly resolved and as on date no complaints are pending.
32. INTERNAL CONTROL
The Company has set up adequate internal controls to ensure operational efficiencysafety of assets and efficient financial management. It has appointed an independent firmof Chartered Accountants to conduct regular internal audits. The Audit Committee of theBoard reviews the internal controls and audit reports regularly. There is a ManagingCommittee consisting of senior functional heads and the Managing Director that meetsperiodically to review overall operations of the Company.
33. RISK MANAGEMENT POLICY
Pursuant to section 134(3) (n) of the Companies Act 2013 the Board of directors ofthe Company on 16th July 2015 has adopted a Risk management Policy of theCompany. The Company is committed to identifying and managing risk in a manner appropriateto achieve its objectives.
This Policy intends to cover concerns that could have serious impacts on theoperational and financial performance of the Company. The scope of the policy is toidentify assess and treat the risks associated with the Company and building frameworkand risk management programs reviewing of the effectiveness of such programs andcollectively to achieve the target of the Company.
34. VIGIL MECHANISM
The Company has adopted Vigil Mechanism/ Whistle Blower Policy.
This Policy provides a channel to the employees and directors to report to themanagement concerns about unethical behaviour actual or suspected fraud or violation ofthe Codes of Conduct or legal or regulatory requirements incorrect or mis-representationof any financial statements and reports etc.
This Policy intends to cover serious concerns that could have serious impact on theoperations and performances of the Company and malpractices and events which have takenplace or suspected to have taken place misuse or abuse of authority fraud or suspectedfraud violation of company rules manipulations negligence causing danger to publichealth and safety misappropriation of monies and other matters or activity on account ofwhich the interest of the Company is affected and formally reported by whistle blowersconcerning its employees.
35. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. All the Board of Directors anddesignated employees have confirmed compliance with the Code.
36. ENVIRONMENT MANAGEMENT SYSTEMS (EMS)
Our manufacturing sites and raw material locations in factory have implementedenvironmental management systems certified to ISO 14001. The Raw Material Division has aformal Quality Environment and Occupational Health and Safety (QEHSM) management system.Reviews and audits are conducted at fixed intervals to achieve continual improvement. Incase of a breach in environmental norms the incident is investigated to establish theroot cause and implement corrective actions to ensure it is not repeated.
37. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDERESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2015-16 the Company has not received any complaints on sexual harassment.
38. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
The Company does not have any Subsidiary Joint venture or Associate Company.
39. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.
40. PARTICULARS OF REMUNERATION
The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for Key Managerial Personnel and other employees forms part of CorporateGovernance Report of this Annual Report.
41. PARTICULARS OF EMPLOYEE:
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect employees ofthe Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.
There is no employee in the Company in receipt of remuneration aggregating more thanRs.6000000 per annum being employed throughout the financial year and Rs.500000 ormore per month being employed for part of the year.
Your directors place on record their appreciation for co-operation and support extendedby the Banks SEBI Shareholders Bankers to the Issue RTA and farmers and Traders fortheir continued support extended to the Company at all times.
The Directors further express their deep appreciation to all employees for high degreeof professionalism and enthusiastic effort displayed by them during the year.
| ||For Order of the Board of Directors |
| ||M.D. INDUCTO CAST LIMITED |
| ||Himanshu Desai ||Nikhil Gupta |
|Place:- Bhavnagar ||Chairman & Director ||Managing Director |
|Date:- 23rd August 2016 ||DIN:- 07187030 ||DIN:- 01069514 |