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Sri Vajra Granites Ltd.

BSE: 515081 Sector: Others
NSE: N.A. ISIN Code: INE047H01018
BSE LIVE 13:06 | 15 Jun Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.25
PREVIOUS CLOSE 4.09
VOLUME 100
52-Week high 5.25
52-Week low 4.09
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.25
Sell Qty 200.00
OPEN 4.25
CLOSE 4.09
VOLUME 100
52-Week high 5.25
52-Week low 4.09
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.25
Sell Qty 200.00

Sri Vajra Granites Ltd. (SRIVAJRA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Twenty Sixth Annual Report together withthe Audited Accounts of the Company for the year ended 31 st March 2015.

1.REVIEW OF PERFORMANCE:

(InRs.)

Particulars March 31st 2015 March 31st 2014
Income (including other income) 44544933 75785686
Expenses (Including exceptional items) 65768649 111175907
Profit/(Loss) before Interest Depreciation & Tax (PBIDTA) (22063594) (35390221)
Finance Charges 3122662 3465900
Depreciation & amortization 3223376 3407659
Net Profit/(Loss) Before Tax (22063594) (35390221)
Provision for tax including Deferred Tax-
Net Profit/(Loss) after tax (22063594) (35390221)
EPSBasic 0 0
Diluted 0 0

2. OPERATIONAL REVIEW:

During the financial year 2014-15 your Company recorded turnover of Rs. 435.33 Lakhsand incurred a Net Loss aftertax of Rs. 220.64 Lakhs compared to Turnover of Rs. 753.20Lakhs and Net Loss aftertax of Rs. 353.90 Lakhs during the previous financial year.

Your Board of Directors are hopeful that the performance of the Company will improve inthe coming financial years.

3. DIVIDEND:

Due to Losses your directors do not recommend any dividends for the financial year2014-15.

4. DEPOSITS:

Company has not accepted any deposits falling under Section 73 of the Companies Act2013 and Companies (Acceptance of Deposits) Rules 2014 during the year.

5. SUBSIDIARY/ASSOCIATE COMPANIES:

Your Company did not have any subsidiary or Associate Company for the financial yearended on March 312015.

6. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

Declaration have been given by all the Independent Directors of the Company that theycomply with all the criteria of independent director as envisaged in Clause 49 of theListing Agreement and Section 149(6) the Companies Act 2013.

7. PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be furnished pursuant to Section197(12) of the Companies Act 2013 read with Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as the remuneration of none of theemployees has crossed the limits specified therein.

Disclosures pertaining to remuneration and other details in compliance with theremuneration policy of the company as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in MGT-9 forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant provision ofthe Companies Act 2013 the Annual Report excluding the aforesaid information is beingsent to the members of the Company. The said information is available for inspection atthe Registered Office of the Company during working hours and any member interested inobtaining such information may write to the Company and the same will be furnished withoutany fee and free of cost.

8. DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyhereby confirm that:

a) In the preparation of Annual Accounts forthe year ended 31st March 2015 theapplicable accounting standards have been followed along with the proper explanationrelating to material departures if any there from;

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 true andfair view of the state of affairs of the Company at the end of the financial year ended31st March 2015 and of the profit and loss of the Company for that period;

c) The Directors 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 frauds and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and

f) The directors had revised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

9. BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL & COMMITTEES OFDIRECTORS:

a. Board Meetings

The Board of Directors of the Company Met Six times during the year 2014-15. Thedetails of various Board Meetings are provided in the Corporate Governance Report. The gapintervening between two meetings of the board is as prescribed in the Companies Act 2013.

b. Changes in Directors & Key Managerial Personnel.

There is no change in the constitution of Board of Directors during the Financial Yearunder review. Mr. G. Srinivasa Reddy was appointed as Chief Financial Officer (CFO) of theCompany w.e.f. 30.05.2015

c. Re-Appointment.

Smt. Leela Annapareddy Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible offer herself for re-appointment.

d. Independent Directors.

The following Independent Directors who were appointed in the 25th Annual GeneralMeeting held on 29th September 2014 for a period of Five (5) years will continue to be onthe Board till the conclusion of Annual General Meeting to be held in the calendar year2019.

1. Sri Kompella Surya Kameswara Sarma

2. Sri Saya Reddy Chennolla 3.Sri Ranga Reddy Mettu

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Act that they meet the criteria of independence aslaid down in Section 149(6) of the Act.

e. Board Committees.

The Company has the following Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee.

3. Stakeholders' Relationship Committee.

Sub-committees: Share transfer Committee. The composition of each of the aboveCommittees their respective role and responsibility is as detailed in the Report ofCorporate Governance.

f. Remuneration policy

The policy framed by the Nomination and Remuneration committee under the provisions ofSection 178(4) of the Act is as below:

The remuneration policy of the Company has been so structured in order to match themarket trends of the Granite Industry. The Board in consultation with the Nomination andRemuneration Committee decides the remuneration policy for directors. The Company has madeadequate disclosures to the members on the remuneration paid to Directors from time totime. Remuneration / Commission payable to Directors is determined by the contributionsmade by the respective directors for the growth of the Company.

g. Board Evaluation

As required under the provisions of Section 134(3)(p) and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance and the manner in which such performance evaluation was carried out is asunder.

The performance evaluation framework is in place and has been circulated to all thedirectors to seek their response on the evaluation of the entire Board and independentdirectors. The Nomination and Remuneration & Compensation Committee shall carry outevaluation of Director's performance.

The criteria of evaluation is exercise of responsibilities in a bona fide manner in theinterest of the Company striving to attend meetings of the Board of Directors/ Committeesof which he is a member / general meetings participation constructively and actively inthe meetings of the Board /committees of the Board etc.

h. Vigil Mechanism

The Company has established a whistle-blower policy and also established a mechanismfor Directors and employees to report their concerns. The details of the same is explainedin the Corporate Governance Report.

i. Related PartyTransactions.

Company has not entered into any transaction with the related parties during thefinancial year. Hence requirement of disclosure under Section 134(3)(h) r/w Rule 8 of theCompanies (Accounts) Rules 2014 not applicable.

10. AUDITORS:

At the 25th Annual General Meeting held on 29th September 2014 M/s. I. Sudhaker &Co. Chartered Accountants were appointed as Statutory Auditors of the Company for 3years to hold office till the conclusion of the Annual General Meeting to be held in theyear 2017. In terms of the first provison of Section 139 of the Companies Act 2013 andthe Rules framed there under the appointment of the Auditors shall be placed for theratification at every AGM. Accordingly the appointment of M/s. I. Sudhaker & Co.asStatutory Auditors of the Company is placed for ratification by the Shareholders.

11. SECRETARIALAUDITOR:

In accordance with the provisions of Section 204 of the Companies Act 2013 and as ameasure of good corporate governance practice the Board of Directors of the Companyappointed M/s. V K Bajaj & Associates Company Secretaries to conduct SecretarialAudit of the Company for the Financial Year 2014-15. The Secretarial Audit Report forFinancial year 2014-15 is herewith appended asAnnexure 1 to the Board's report.

With regard to adverse remarks in Secretarial Audit Report related to appointment ofCompany Secretary one of the Key Managerial Persons your board of Directors would likeinform you that company is putting all effort to recruit Company Secretary inspite ofacute financial position of the company.

12. 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.

13. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith as Annexure - 2.

14. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S186:

Your company has not granted loans or corporate guarantees in the year under review.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 are set out in the Annexure 3 to this Report.

16. PERFORMANCE OF THE BOARD OF DIRECTORS ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

In accordance with Section 134(3)(p) of the Companies Act 2013 and Rule 8(4) of theCompanies (Accounts) Rules 2014 your Directors have reviewed and evaluated theperformance of the Board of Directors and their committees along with performance ofindividual Director in the light of Company's performance. The performance of theDirectors individually and collectively and performance of committees are foundsatisfactory.

With the spirit of wealth creation for the shareholders of the Company your Directorsare committed to give their best efforts towards the development of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT CORPORATE GOVERNANCE REPORT:

As per clause 49 of the Listing Agreement entered into with the Stock ExchangesManagement Discussion and Analysis Report and Corporate Governance Report alongwithauditors' certificate thereon are attached and form part of this report as Annexure 4and 5 respectively

RISK MANAGEMENT:

Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. A formal enterprise wide approach to Risk Management is being adopted by theCompany and key risks will now be managed within a unitary framework.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Internal Complaints Committee (“ICC”) has been set up to redressthe complaints received regarding sexual harassment. All employees are covered underthispolicy.

During the year there were no complaints referred to the ICC.

ACKNOWLEDGEMENTS:

Your Directors have pleasure in recording their appreciation for the assistanceextended to the Company by various officials of the Central and State Governments andCommercial Banks.

Your Directors would also like to place on record their sincere appreciation andgratitude to the Shareholders Investors Suppliers Bankers for their support andco-operation. Your Directors express their heart

For and on behalf of the Board
For SRI VAJRA GRANITES LIMITED
Place: Hyderabad
Date: 30-08-2015 Sd /-
KOMPELLA SURYA KAMESWARA SARMA
Chairman

ANNEXURE- 3

Details of Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutflow

[Clause (m) of sub-section (3) of Section 134 of the Act r/w Rule 8 of the Companies(Accounts) Rules 2014]

A. CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy:

Company is taking steps to conserve energy to the extent possible.

(ii) the steps taken by the Company for utilizing alternate source of energy:

Company is looking to install solar panels for its lighting requirement where ever itis feasible.

(iii) the Capital Investment on energy conservation equipments:

Amount spent on conservation of energy is not significant compared size of the balancesheet.

B. TECHNOLOGY ABSORPTION:

i) the efforts made towards technology absorption. Not Applicable

ii) the benefits derived like product improvement cost reduction productiondevelopment or import substitute. Not Applicable

iii) in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year: Not Applicable

a) the details of technology imported

b) the year of Import

c) whetherthe technology been fully absorbed

d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and

iv) the expenditure incurred on research and development.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars March 31st 2015
Foreign exchange earnings 43900217
Foreign exchange outgo 11908322