Your Directors have pleasure in presenting the Twenty Seventh Annual Report togetherwith the Audited Accounts for the year ended 31st March 2015.
| ||(Figures in Rs. '000) |
| ||Year ended 31.03.2015 ||Year ended 31.03.2014 |
|Net Income from operations and other income ||312708 ||307287 |
|Profit Before Depreciation Interest & Tax ||11792 ||10925 |
|Interest ||4877 ||5078 |
|Depreciation ||2383 ||4574 |
|Profit/Loss before Tax ||3373 ||1273 |
|Provision for Taxation & Previous year taxes ||1065 ||1100 |
|Deferred Tax ||(68) ||(688) |
|Profit/Loss after Tax ||2375 ||879 |
|Balance Brought forward from Previous year ||13602 ||12723 |
|Leaving a balance to be carried forward ||15977 ||13602 |
Your Directors have to report that the net Income from operations for the year is Rs31.35 crores against last years Rs. 30.73 crores exclusive of Inter Unit Transfers ofRs.9.56 crores against Rs 6.76 crores last year. The profit before taxes is Rs. 33.73 lacsagainst Rs. 12.73 lacs in previous year. After provision for income taxe amounting toRs.10.65 lacs and write back of Deferred Tax Liabilities of Rs. 0.68 lacs Net Profitamounts to Rs.23.75 lacs against Rs.8.79 lacs last year. The Net Profit is higher mainlyon account of lower depreciation. Adding the brought forward profit of Rs. 136.02 lacsthe balance of Rs. 159.77 lacs is carried over to the next year.
During the year sales increased marginally in value terms compared to last year. Theprices of various raw materials increased substantially which could not be passed on tocustomers. The Directors initiated cost reductions measures during the year under review.In spite of that the net profit was lower. There is huge competition from othermanufacturers as reported in the last year and the directors do not expect the situationto improve in the foreseeable future as order inflows have reduced in the current year.
Looking to small profit Your Directors want to conserve the funds for use in workingcapital and as such do not declare any dividend for the year.
CLOSURE OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer Books of the Company will be closed witheffect from 23rd September 2015 to 30th September 2015 (both daysinclusive).
TRANSFER TO RESERVES:
The Company did not transfer any amount to General Reserve during the year.
The Authorized Share Capital of the Company is 50000000/- (Rupees five Crores only)divided into 5000000 Equity Shares of 10/-each. As on March 31 2015 the paid-up sharecapital of the Company is 40000000 (Rupees four Crores only) divided into 4000000Equity Shares of 10/- each. During the year your Company has not issued any equity shares.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and as such no amount of principal or interest was outstanding as atMarch 31 2015.
The Company does not have any employee whose particulars are required to be given undersection 217(2A) of the Companies Act 1956 read with the companies (Particulars ofEmployees) Rules 1975.
Sri B.M. Banerjee and Sri S.K. Joshi Directors who retires by rotation as requiredunder companys act and being eligible offers themselves for reappointment. Smt.Rajee Sharma was appointed as women Director in the Board in terms of SEBI Guidelinesandbeing eligible offers herself for re-appointment.
MANAGEMENT DISSCUSSION AND ANYLYSIS REPORT:
A report on management discussion & analysis is enclosed as part "C" ofthe Directors Report as per requirement of the listing agreement with the Stock Exchanges.
Pursuant to the provisions of Section 134 ( 3) ( p) of the Companies Act2013 andClause 49 of the Listing Agreement a structured questionnaire was prepared after takinginto consideration of the various aspects of the Boards functioning composition ofthe Board and its Committees culture execution and performance of specific dutiesobligations and governance.
The performance evaluation of the independent Directors was completed. The performanceevaluation of the Managing Director and the non-independent Directors was carried out bythe independent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
DETAILS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY:
The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013 except as mentioned in annual report.
AUDITORS REPORT & AUDITORS OBSERVATION:
There is no audit qualification in the Companys financial statements. The companycontinues to adopt practices to ensure best practice as per Indian Accounting Standards.The Notes on Accounts referred to in the Auditors Report enclosed areself-explanatory and do not call for any further comments.
M/s R.C. Jhawer & Co. Chartered Accountants (Reg. No. 110068E) the statutoryauditors of the Company were appointed as Statutory Auditors for 1 year at the TwentySixth Annual General Meeting of the Company held on 30.09.2014. The Board recommends theirre-appointment for 5 years.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Secretarial Audit hasbeen carried out by M/s J Patnayak & assosiates Kolkata a firm of company Secretariesin practice. The Secretarial Audit Report is annexed herewith as "AnnexureI". The Secretarial Audit Report does not contain any qualification reservation oradverse remarks.
The Cost Audit Report for the Financial Year 2013-14 was filed with Ministry of CompanyAffairs.
AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were accepted by theBoard. The composition of the Audit Committee is as described in the Corporate GovernanceReport.
The shares of the Company are listed at Bombay Stock Exchange Ahmedabad StockExchange Bhubaneswer Stock Exchange and Calcutta Stock Exchange Limited. The Scrip Codeat BSE is 518075 and at CSE is 13054. ISIN No. for Demat of Shares is : INE377C01010 Therespective listing fees have been paid to Bhubaneswar & Ahmedabad Stock Exchanges upto the year 2014-15.
RECONCILIATION OF SHARE CAPITAL:
As directed by Securities Exchange Board of India (SEBI) Reconciliation of ShareCapital is being carried out quarterly by a practicing Company Secretary. The findings ofthe Reconciliation of Share Capital were satisfactory.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 134 (3) (c) of the Companies Act 2013 the Board of Directors ofthe Company confirm that;
(i) in the preparation of annual accounts the applicable Accounting Standards asspecified by the Institute of Chartered Accountants of India have been followed and thatthere has been no material departures from the same;
(ii) 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 or loss of the company for that period.
(iii) the Directors have taken proper and sufficient care to the best of their for themaintenance of adequate accounting records in accordance with the provision of theCompanies Act 1956 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; and
(iv) the annual accounts have been prepared on going concern basis.
There are no material changes and commitments affecting the financial position of thecompany which have occurred between March 31 2015 and the date of the report except theorder inflows have come down and the Raigarh unit is running at a lower capacity.
NUMBER OF BOARD MEETINGS DURING FY 2014-15:
During the FY 2014-15 the number of meeting of Board of Directors of the Company comesto 6 (Six). The details of the number of meetings of the Board held during the financialyear forms part of the Corporate Governance Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The prescribed details as required Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are set out in AnnexureA forming part of this report.
DECLARATION OF INDEPENDENCE:
The Company has received Declaration of Independence from Mr. S.K. Joshi (DIN-01457519) Mr. Uttam Jhawar (DIN- 00631065) Mr. Sanjay Bansal (DIN 00142576) theIndependent Directors of the Company as per sub-section (6) of Section 149 of theCompanies Act 2013. The declarations are annexed to the Report as Annexure II
REMUNERATION & NOMINATION POLICY:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetail of the policy is explained in the Corporate Governance Report.
RELATED PARTY TRASACTION:
There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large.
VIGIL MECHANISM POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies the Company is committed to the highstandards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
WHISTLE BLOWER POLICY:
The Company has a "Whistle Blower Policy" to report genuine concerns orgrievances. The Whistle Blower Policy has been posted on the website of the Company.
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 Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
The remuneration committee is duly formed. The recommendations of the remunerationcommittee is considered by audit committee and forwarded to the Board.
SUBSIDIARIES: The Company does not have any subsidiaries.
Executive Directors are paid remuneration by way of salary commission perquisites andretirement benefits as recommended by the Nomination and Remuneration Committee andapproved by the Board and shareholders of the Company.
Key Managerial Personnel and senior Management Personnel are paid remuneration by wayof salary (comprising fixed components and variable component). Remuneration to DirectorsKey Managerial personnel involves a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company andits goals.
The Company does not have any Stock Option Scheme. No severance pay is payable ontermination of appointment.
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act 2013 & Clause 49 of thelisting agreement the company has constituted a business risk management committee. Thedetails of the committee and its terms of reference are set out in the corporategovernance report forming part of the Boards report. At present the company has notidentified any element of risk which may threaten the existence of the company.
REGARDING KEY MANAGERIAL PERSONNEL:
The Company has appointed/designated the following as the Key Managerial Personnel ofthe Company:
Mr. S.N. Kabra - Managing Director
Mr. Binod Sharma Jt. Managing Director
Mr. P.D. Somani Chief Financial Officer
Selection and appointment of key managerial persons was done on recommendations ofaudit and remuneration committee.
EXTRACTS OF ANNUAL RETURN IN MGT- 9:
The details forming part of the extract of the Annual Return for the year ended on31.03.2014 in Form MGT-9 as required under Section 92 of the Companies Act 2013 isincluded in this Report as Annexure- III and forms an integral part of this Report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure as mentioned belowtogether with the Certificate from the auditors of the Company regarding compliance withthe requirements of Corporate Governance as stipulated in Clause 49 of the ListingAgreement.
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges the following formpart of this Annual Report:
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:
Details regarding the present energy consumption including captive generationtechnology absorption foreign exchange earning and outgo are furnished in Annexure-'A' asper the requirements of the Companies ( Disclosure of particulars in the report of theBoard of Directors) Rules 1988 other reports includes:
(i) Report on Corporate Governance (Annexure B);
(ii) Management Discussion & Analysis Report (Annexure C).
ACKNOWLEDGEMENT AND APPRECIATION:
The Board wishes to place on record their sincere thanks to the Employees of theCompany for their sincere and hard work. The Board also wish to place on record theirsincere thanks to the Company's Bankers the ALLAHABAD BANK KOLKATA and convey theirgratitude and thanks to the Company's esteemed share holders customers and other businessassociates for their support.
|Place: Kolkata ||For and by Order of Board || |
|Dated : The 21st day of August 2015 || || |
| ||S. N. Kabra ||Binod Sharma |
| ||Managing Director ||JT. Managing Director |