Your Directors have pleasure in presenting the 27th Annual Report and theAudited Accounts of the Company for the year ended 31st March 2017.
The highlights of the performance of your Company during the fiscal are givenhereunder;
|For the Financial year ended ||31.03.2017 ||31.03.2016 |
|Total Revenue ||7965.13 ||9433.61 |
|Gross Profit before interest depreciation exceptional extraordinary items and income tax ||1486.52 ||1507.30 |
|Interest ||54.23 ||135.01 |
|Depreciation ||512.44 ||462.57 |
|Profit before Exceptional & Extra-ordinary items ||919.85 ||909.72 |
|Exceptional Items(lncome) ||(11.64) ||- |
|Profit before tax ||931.49 ||909.72 |
|Provision for Income tax ||230.00 ||210.00 |
|for Deferred tax ||(27.67) ||34.97 |
|for Prior year Tax ||(16.96) ||- |
|Profit for the period ||746.12 ||664.75 |
The financial summary/highlights for the last five years is furnished vide AnnexureA to this Report
The net turnover (exclusive of taxes and duties) has decreased by 15% from Rs.9212.59lakhs to Rs.7814.64 lakhs. This was mainly because of the weak global and domestic marketswhich are still reeling under recessionary conditions. The demand for castings hastherefore been subdued.
The Wind Energy Division of the Company was able to generate higher revenues this yearbecause of better wind velocity and improved evacuation by TANGEDCO. The revenue hasincreased from Rs.334.03 Lakhs in the previous year to Rs.559.51 Lakhs in the currentyear an increase of 67.50%. The Wind Energy Division was able to meet about 83% of thetotal requirement of the Company during the year.
The various cost saving initiatives taken by the Company during the year and thedecline in material costs enabled the Company to post a Profit before Tax of Rs.931.49lakhs which is an increase of 2.39% over the previous year's profit of Rs.909.72 lakhs.
There has been no change in the nature of business of the Company.
OUTLOOK FOR CURRENT YEAR
The manufacturing industry is showing signs of revival due to increased demand from thedomestic market. The Export market is yet to show signs of revival.
The Company has installed during the year under review the Furan core preheating ovenin its production line at a cost of Rs.11.80 Lakhs. This will improve the quality of Furancores flexibility in planning process as the lead time is reduced and productivity ofFuran cores will increase and Natural curing of Furan cores will be eliminated.
Apart from this it will also improve the quality of Castings furan castings deliveryperformance and internal surface finish.
FUTURE EXPANSION PLANS
The Company has been constantly upgrading its production processes to be in line withthe latest in the Industry.
The Company received during the year the re-certification from the Performance ReviewInstitute USA as an Accredited Manufacturer of Ductile and Gray Iron Castings which ismandatory for supply of castings for applications in locomotives railway engines etc inUSA. The Company also received re-certification for ISO/TS 16949 standards and PressureEquipment Directive standards.
The Company's long term debt stands at Rs.145.92 lakhs. The debt-equity ratio continuesto remain at a healthy level of 0.03.
TRANSFER TO RESERVES
An amount of Rs.200 lakhs has been transferred to General Reserves and an amount ofRs.1918.56 lakhs is retained in the Statement of Profit & Loss.
Your Directors are pleased to recommend subject to the approval of the shareholders adividend at the rate of Rs.2.00 per share i.e. at the rate of 20% for the year on thepaid-up equity share capital of the Company the same as in the immediate proceeding year.The dividend if approved will absorb an amount of Rs.110.30 lakhs inclusive ofCorporate tax on Distribution ofdividends.
The paid-up capital of the Company as at 31.03.2017 stood at Rs.45822000. During theyear under review the Company has not made any fresh issue of shares.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 124 & 125 of the Companies Act 2013 any unclaimed or unpaidDividend relating to the Financial Year 2009-10 is due for remittance on 21stOctober 2017 to the Investor Education and Protection Fund established bythe CentralGovernment.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014in Form MGT-9 is furnished in Annexure B and is attached to this report.
BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW
During the year under review 4 Meetings of the Board of Directors 4 Meetings of theAudit Committee 2 Meetings of the Nomination and Remuneration Committee 4 Meetings ofthe Stakeholders Relationship Committee 2 Meetings of the Corporate Social ResponsibilityCommittee and 1 Meeting of the Independent Directors were held. Further details of thesame have been enumerated in the Corporate Governance Report annexed herewith.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that -
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departure from those standards;
b) The Directors have 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 at the end of the financial year and ofthe profit of the company for that period;
c) The Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
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 were operatingeffectively; and
f) The Directors had devised proper system to ensure compliance with the provisions ofall the applicable laws and such systems were adequate and operating effectively;
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THANTHOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There were no instances of frauds identified or reported by the Statutory Auditorsduring the course of their audit pursuant to Section 143(12) of the Companies Act 2013.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill 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 SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION AND OTHERMATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT 2013
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for fixing and revising remuneration of Directors Key ManagerialPersonnel Senior Management Personnel and employees of the Company. The Remunerationpolicy of the Company is annexed herewith as Annexure C and can also be accessed onthe Company's website at the link http://www.magnacast. com/financial/229.pdf
COMMENTS ON AUDITORS' REPORT:
There are no qualifications reservations or adverse remarks or disclaimers made byM/s.S.Krishnamoorthy & Co and M/s. Srikishen & Co Statutory Auditors andSri.M.D.Selvaraj proprietor of MDS & Assoicates Secretarial Auditor in theirrespective reports.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provisions are notapplicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties as defined under the Companies Act2013 and Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 during the financial year 2016-17 were in the ordinary course ofbusiness and on an arm's length basis. Since there are no transactions which are not onarm's length basis and material in nature Form AOC-2 is not being annexed.
The Policy on Related Party Transactions as approved by the Board of Directors of theCompany has been uploaded on the Company's website and may be accessed through the link athttp:/www.magnacast. com/financial/224.pdf
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure D andis attached to this report.
The Company continues to focus on the Risks areas identified by the Company. These canbe classified under (a) Economic risks (b) Marketing risks and (c) Financial risks. TheCompany continues to focus attention on the risk areas identified and in case of anyadverse situation suitable mitigation steps are taken. The Company also established riskmanagement plan and assessment and the same has been reviewed by the Audit Committee andthe Board on quarterly basis.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Board had formed a Corporate Social Responsibility Committee comprising of Sri. C.R .Swaminathan Dr. R.Nandini and Sri. N.Krishna Samaraj. The CSR policy of the Companydeals with allocation of funds activities identification of programs approvalimplementation monitoring and reporting mechanisms under the policy.
As part of the initiatives under CSR for the year 2016-17 the Company has undertakenprojects in the areas of Healthcare Environment Education and Women Welfare etc. Theseprojects are by and large in accordance with Schedule VII of the Companies Act 2013.
The details of CSR activities are furnished separately vide Annexure E to thisReport. The policy relating to CSR has been displayed on the Company's website and can beaccessed at http://www.magnacast. com/financial/223.pdf
ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 the Board of Directors evaluatedthe annual performance of the members of the Board and its Committees vis a vis the natureof business of the Company its performance during the year and the contribution of eachof the Directors based on the criteria laid down by the Nomination and RemunerationCommittee.
The Independent Directors held a meeting during the year and inter-alia reviewed theperformance of the non-independent Directors and the Board as a whole and assessed thequality quantity and timeliness of flow of information between the Company and the Board.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Sri. J.Vijayakumar Director retires by rotation at the Annual General Meeting andbeing eligible offers himself for reappointment. Your Directors recommend hisre-appointment.
Key Managerial Personnel of the Company as required pursuant to Section 2(51) and 203of the Companies Act 2013 are Sri. N. Krishna Samaraj- Managing Director Sri. R. Ravi-Chief Financial Officer and Smt. Sangeetha. C- Company Secretary.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiaries Joint ventures or Associate Companies.
During the year the Company did not accept or renew any fixed deposits and no fixeddeposits remained unclaimed with the Company as on 31st March 2017
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operation in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The Audit Committee of the Board periodically reviewsthe internal financial control systems and their adequacy and recommends corrective actionas and when necessary to ensure that an effective internal control mechanism is in place.
The Directors confirm that the Internal Financial Control (IFC) are adequate withrespect to the operations of the Company. A report of Auditors pursuant to Section143(3)(i) of the Companies Act 2013 certifying the adequacy of Internal Financial Controlis annexed with the Auditors Report.
M/s. S. Krishnamoorthy & Co. Chartered Accountants (Reg. No. 001496S) and M/s.Srikishen & Co. Chartered Accountants (Reg. No. 004009S) were appointed as JointStatutory Auditors of the Company forthe financial year2016-17. Pursuant to Section 139 ofthe Companies Act 2013 M/s. S. Krishnamoorthy & Co. Chartered Accountants ( Reg.No. 001496S) cease to be the Statutory Auditors of the Company from thefinancialyear2017-18.
M/s. Srikishen & Co. Chartered Accountants (Reg. No. 004009S) were appointed asthe Statutory Auditors of the Company at the 26th Annual General Meeting ofthe Company held on 15th September 2016 for a term of 5 years subject toratification by the shareholders at every consequent Annual General Meeting. The Companyhas received necessary Certificate of eligibility under Section 139 of the Companies Act2013 from them to the effect that they are eligible to continue as the Statutory Auditorsof the Company.
Necessary resolution for ratification of appointment of said Auditors is included inthe Notice of Annual General Meeting for seeking approval of members.
The Board has appointed Sri. M.D.Selvaraj of M/s. MDS & Associates CompanySecretaries in Practice Coimbatore as the Secretarial Auditors of the Company for theyear 2017-18 to carry out the Secretarial Audit pursuant to the provisions of Section 204of the Companies Act 2013.
The report of the Secretarial Auditors for the financial year 2016-17 is annexed as AnnexureF to this Report.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company has been continuously focusing its attention on nurturing the talent of itsemployees by recognizing their performance and creating enough opportunities for theirgrowth in the Company. This has ensured to retain talent within the organization.
The relationship between the management and the employees at all levels during the yearunder review has been cordial and productive.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place a policy on Sexual Harassment of Women at Workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Complaints Committee has been set up toredress complaints received. All employees (permanent contractual temporary trainees)are covered under this policy. There were no complaints received from any employee orthird parties during the financial year 2016-17.
PARTICULARS OF EMPLOYEES
Statement pursuant to Section 134 of the Companies Act 2013 read with the Companies(Particulars of Employees) Rules 1975 and Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed to Annexure G attached to this report.
A report on corporate governance is annexed and forms part of this report. The Companyhas complied with the conditions relating to corporate governance as stipulated inRegulation 27 of SEBI (Listing Obligation & Disclosure Requirements) Regulation 2015.
The Audit Committee of the Board of Directors has been duly constituted in accordancewith the provisions of Section 177 of the Companies Act 2013. Details relating to thecomposition meetings and functions of the Committee are set out in the CorporateGovernance Report forming part of this Annual Report. The Board has accepted the AuditCommittee recommendations during the year whenever required and hence no disclosure isrequired under Section 177(8) of the Companies Act 2013 with respect to rejection ofanyrecommendations of Audit Committee by Board.
As required under Regulation 33 (2) (a) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 the Managing Director and the Chief Financial Officer havefurnished necessary certificate to the Board on the financial statements presented.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has provided for adequate safeguards to deal with instances of fraud andmismanagement and to report concerns about unethical behavior or any violation of theCompany's code of conduct. The policy can be accessed on the Company's website athttp://www.magnacast.com/ financial/227.pdf
Your Directors thank the shareholders customers and suppliers for their continuedsupport during the year. The Directors wish to place on record their appreciation of thesupport and co-operation extended by the Company's Bankers M/s. Corporation Bank and M/s.Indian Bank the various Government Agencies and in particular the Tamil Nadu ElectricityBoard and the employees of the Company at all levels.
We pray for the grace of the Almighty for further growth of the Company.
| || |
By Order of the Board
| || |
For MAGNA ELECTRO CASTINGS LIMITED
| || || |
| ||C.R.Swaminathan ||N. Krishna Samaraj |
|Place: Coimbatore ||Director ||Managing Director |
|Date : 26th May 2017 ||DIN:00002169 ||DIN:00048547 |
5 Year Highlights
|Financial year ended 31st March ||2013 ||2014 ||2015 ||2016 ||2017 |
|Operating Results || || || || || |
|Sales and Other Income ||8763.32 ||7605.18 ||10188.98 ||9433.61 ||7965.13 |
|Operating Profit ||1457.49 ||1524.62 ||1522.89 ||1523.10 ||1521.07 |
|Interest ||237.39 ||258.01 ||231.79 ||135.01 ||54.23 |
|Gross Profit ||1220.10 ||1266.61 ||1291.10 ||1388.09 ||1466.84 |
|Depreciation ||616.30 ||695.55 ||441.58 ||462.57 ||512.44 |
|Taxation ||78.84 ||108.89 ||294.12 ||244.97 ||185.37 |
|CSR Expenditure ||- ||- ||12.55 ||15.80 ||22.91 |
|Net Profit ||524.96 ||462.18 ||542.84 ||664.75 ||746.12 |
|Dividend (including dividend tax) ||96.49 ||85.76 ||101.16 ||110.30 ||110.30 |
|Retained Profit ||428.47 ||365.69 ||441.68 ||554.45 ||635.82 |
|Performance Parameters || || || || || |
|Net Fixed Assets ||4518.52 ||4071.58 ||4093.80 ||4249.31 ||3861.92 |
|Share Capital ||458.22 ||458.22 ||458.22 ||458.22 ||458.22 |
|Reserves ||2837.65 ||3190.18 ||3633.76 ||4188.21 ||4934.33 |
|Net Worth ||3295.87 ||3648.40 ||4090.08 ||4646.43 ||5392.56 |
|Return on Net Worth % ||15.93 ||12.66 ||13.27 ||14.31 ||13.84 |
|Borrowings ||921.95 ||875.04 ||571.52 ||459.48 ||145.92 |
|Debt Equity Ratio ||0.28 ||0.24 ||0.14 ||0.10 ||0.03 |
|Dividend (%) ||18 ||16 ||18 ||20 ||20 |
|Earnings per share (Rs.) ||11.46 ||10.09 ||11.85 ||14.51 ||16.28 |
Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements)
Regulations 2015 and Section 178 of the Companies Act 2013 the Nomination andRemuneration
Committee of the Board of Directors of the Company has formulated the policy on thenomination and remuneration of Directors Key Managerial Persons and Senior ManagementPersonnel.
The salient features of the policy are:
1. Determination of persons who are qualified to be appointed as Directors and personswho can be appointed as Senior Management and Key Managerial positions and theremuneration payable to such persons.
2. Guide the Board in relation to the appointment of Directors Key Managerial Personsand the trends and practices prevailing in the industry.
3. Evaluation of the performance of the Directors and Key Managerial and SeniorManagement Persons.
4. Duties and responsibilities of the Committee.
5. Reporting to the Board on matters relating to the nomination and remuneration ofDirectors Key Managerial and Senior Management Persons.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
A. Conservation of Energy:
(i) Steps Taken for conservation of Energy:
The Company being a power intensive one constantly focuses its attention onconserving energy wherever possible. During the year under review the Company replacedthe CFL lighting with LED thereby electricity. The Induction Furnace which consumes themaximum energy is constantly fine tuned to save energy.
The details of electricity consumed per metric ton of good castings produced over afive year period are given below:
|YEAR ||2013 ||2014 ||2015 ||2016 ||2017 |
|Number of Units per Ton of good castings ||1724 ||1735 ||1667 ||1674 ||1724 |
|Power Consumption || |
| ||No of Units ||Percentage ||No of units ||Percentage |
|Total Electricity ||9719341 ||100% ||10787082 ||100% |
|Own Generation - Windmill ||8037573 ||82.70% ||4770029 ||44.22% |
|Purchased from TNEB ||1681768 ||17.30% ||6017053 ||55.78% |
|Third Party Purchase ||NIL ||NIL ||NIL ||NIL |
(ii) Steps Taken by the Company for utilizing alternate sources of energy:
The Company has installed four Wind Energy Generators with a total capacity of 4MW aspart of the Green initiative and generation of Clean Energy.
(iii) Capital Investment on energy conservation equipment: Nil
B. Technology absorption & Research & Development
1) Efforts made towards technology absorption adaptation and innovation:
Only indigenous technology is being used supported by in-house R& D activities.
Benefits derived as a result of the above efforts:
Ensures development and delivery of new products with the latest technology
Meet customer targets on quality price and delivery
2) Information of Imported Technology (imported during the last 5 years from thebeginning of the Financial Year)
|a) Technology Imported ||None |
|b) Year of Import ||N.A. |
|c) Technology absorption ||N.A. |
3) Expenditure incurred on Research & Development:
|Expenditure on R&D ||2016-17 ||2015-16 |
|Capital (amount in Rs. lakhs) ||4.84 ||6.23 |
|Revenue (amount in Rs. lakhs) ||15.39 ||13.10 |
|Total (amount in Rs. lakhs) ||20.23 ||19.33 |
|R&D Expenditure as a percentage of Turnover ||0.25 ||0.21 |
C. Foreign Exchange earnings & outgo:
The Export market during the year under review was subdued due to weak US and Europeanmarkets. There is still no sign of recovery in the markets where the Company is supplyingits products.
The Company is continuously focusing its attention on new customers and new productsfrom its existing customers.
The details of foreign exchange earnings and outgo are furnished below:
| || ||(Rs. In Lakhs) |
|Particulars ||2016-17 ||2015-16 |
|Foreign Exchange Earnings ||4206.02 ||5596.01 |
|Foreign Exchange Outgo ||274.55 ||753.22 |
| || |
By Order of the Board
| || |
For MAGNA ELECTRO CASTINGS LIMITED
| ||C.R.Swaminathan ||N. Krishna Samaraj |
|Place: Coimbatore ||Director ||Managing Director |
|Date : 26th May 2017 ||DIN:00002169 ||DIN:00048547 |
Statement pursuant to Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 and Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
|1. Ratio of remuneration of the Managing director to the median remuneration of the employees of the company for the financial year ||28.67% |
|2. Percentage increase in remuneration of the Managing Director CFO and Company Secretary || |
|a. Managing Director ||43% |
|b. Chief Financial Officer ||10% |
|c. Company Secretary ||15% |
|3. Percentage increase in median remuneration of employees in the financial year ||9% |
|4. No of permanent employees on the rolls of the Company ||180 (last year 145) |
|5. Average percentile increase in employees remuneration (other than managerial remuneration) in the last financial year ||9% |
|Percentage increase in managerial remuneration ||43% |
|6. The Directors affirm that the remuneration paid is as per the remuneration policy of the Company || |
Disclosure under Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:
Particulars of Top Ten Employees of the Company in terms of remuneration drawn:
|Name ||Designation ||Remuneration(Rs.) |
|N. Krishna Samaraj ||Managing Director ||6199771 |
|V . Mohanraj ||GM- Marketing ||3507233 |
|M. Malmarugan ||Vice President ( Operations) ||3424200 |
|R. Ravi ||Chief Financial Officer ||3350610 |
|Umesh Vasantrao Honkalas ||GM-Quality ||2338738 |
|P. Periannan ||GM-Production ||1992988 |
|Nevillie Gnanaraj V ||Sr. Manager- Design ||1883617 |
|L Kannan ||Sr. Manager-Maintenance ||1441100 |
|Krishnan S ||Manager- Projects ||1331160 |
|R Sethurajan ||Sr. Manager- Product Development ||1273667 |
During the financial year 2016-17 there were no employees in the Company who was inreceipt of remuneration exceeding Rs.1.02 Crores employed for the whole year and Rs.8.50Lakhs per month employed for any part of the year in aggregate.