REPORT OF DIRECTORS
Your Directors have pleasure in presenting the Fifty Sixth Annual Report for the yearended 31st March 2017 together with the accounts and Auditors Report thereon.
|FINANCIAL RESULTS: ||Year Ended 31-03-2017 ||Year Ended 31-03-2016 ||Year Ended 31-03-2017 ||Year Ended 31-03-2016 |
| ||( Rs. in Lacs) ||( Rs. in Lacs) ||( Rs. in Lacs) ||( Rs. in Lacs) |
| || |
|Total Income ||16497.11 ||16102.16 ||16482.75 ||16076.40 |
|Profit before Interest Depreciation and Taxation after exceptional items ||1104.16 ||1148.22 ||995.59 ||1052.35 |
|Less : Interest ||15.68 ||19.69 ||15.68 ||19.69 |
|Depreciation ||406.96 ||395.48 ||406.96 ||395.48 |
|Profit before Tax after exceptional items ||681.52 ||733.05 ||572.95 ||637.18 |
|Less : Taxation [including Deferred Tax] ||181.63 ||230.44 ||165.33 ||214.88 |
|Profit after Tax after exceptional items ||499.89 ||502.61 ||407.62 ||422.30 |
|Other Comprehensive income ||448.69 ||-70.54 ||446.98 ||-70.39 |
|Total comprehensive income for the year ||948.58 ||432.07 ||854.60 ||351.91 |
|Earnings per share (Rs)(Basic & diluted) ||13.07 ||13.14 ||10.66 ||11.04 |
The Automotive Industry continued to post differential performances with the heavy andmedium commercial vehicle segments recording negative growth during the year.
The after-market sales is expected to improve in the current year. Market conditions inEurope and South America impacted the export of our products.
Despite the operatiing conditions being difficult the Company was able to maintain theoverall sale for the year and the improved performance in other market segments enabledthe Company to maintain a reasonable level of revenue from operations compared to previousyear. The damage to the assets due to cyclone had adverse effect on profit.
The Company has taken steps to improve the revenue by sale of new products powder andstrips. The ongoing efforts to reduce the cost of manufacture and its impact coupled withreduction in fixed overheads would be beneficial to the Company in the current year.
The market indicators are positive for demand in crucial segments during the currentyear despite the challenges which are expected during the implementsion of indirect taxreforms announced by the Government.
Your Directors recommend a dividend of Rs.7.50 per share (previous year: Rs.7.50 pershare) on the paid up capital for the financial year ended 31st March 2017 absorbing Rs268.88 lacs. The payment of dividend is subject to the approval of shareholders at theensuing Annual General Meeting.
Your Directors have recommended transfer of Rs 200 lacs to general reserve for thefinancial year ended 31st March 2017 as in the previous year increasing the total generalreserves to Rs 13700 lacs. The other reserves representing other comprehensive incomeconsequent to adoption of Ind As stands at Rs 1737.54 lacs as at 31.3.2017.
Consolidated Financial Statements:
The consolidated financial statements of your Company for the financial year 2016-2017are prepared in compliance with applicable provisions of the Companies Act 2013 and theprovisions of SEBI (Listing Obligations and Discoloure Requirements) Regulations 2015.
Subsidiaries Associates and Joint Ventures:
Pursant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of the Company s Associates / Joint Ventures (in Form AOC-1) is given inAnnexure H.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financial statementsof the Company s Associates/joint ventures (in Form AOC-1) is given in Annexure H.
The company did not accept any deposits within the meaning of provisions of Chapter VAcceptance of Deposits by Companies of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 and its subsequent amendments.
Directors and Key Managerial Personnel:
All the Independent Directors of the Company have declared that they meet the criteriaof Independence in terms of Section 149(6) of the Companies Act 2013 and the applicableprovisions of the SEBI (LODR) Regulations 2015 and there is no change in their status ofIndependence. Further Mr.N.P. Mani Director is retiring at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
The directors of the Company at their meeting held on 26th May 2017 subject to theapproval of the shareholders passed the necessary resolutions authorising the company topay commission not exceeding 1% of the net profits to the non-executive directors.
M/s Price Waterhouse Chartered Accountants LLP retire at the conclusion of the 56thAnnual general meeting and are not eligible for reappointment in accordance with Section139(2) of the companies Act 2013. The Board on the recommendation of the Audit Committeehas identified M/s.Fraser & Ross Chartered Accountants (Firm Regn. No.:000829S) andrecommend their appointment as Auditors of the company for a period of 5 years from theconclusion of 56th Annual General Meeting until 61st Annual General Meeting forconsideration of the shareholders.
The Board had appointed M/s.C.S.Hanumantha & Rao (Regn. No.:000216) as CostAuditors for the financial year 2017-2018 to carry out the cost audit of the productsmanufactured by the Company. The remuneration payable to the cost auditors for the year2017 2018 is being placed for the approval of the shareholders. The Cost Audit report forthe financial year 2015-16 was filed in the MCA Website on 20th September 2016.
M/s.Gopalaiyer & Subramanian Chartered Accountants Coimbatore have been appointedas the Internal Auditors of the Company for the year 2017-2018 in place of M/s.Fraser& Ross Chartered Accountants who were the internal auditors of the company till thefinancial year till year ended 31st March 2017.
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/s. KSR & Co. Company Secretaries LLP to conduct theSecretarial Audit of the Company for the financial year ended 31st March 2017. TheSecretarial Audit Report is attached as Annexure-F to this Report.
In accordance with the requirements of the Companies Act 2013 the Listing Agreementand SEBI (LODR) Regulations 2015 the Board of Directors of the Company has framed therequired policies and the policies where mandated are up-loaded on the Company s websiteunder the web-link http://www.bimite.co.in/policies.
There were no material changes in the commitments affecting the financial position ofthe Company between the end of the financial year (31st March 2017) and the date of thisreport (16th June 2017).
There were no significant and material orders passed by Regulators or Courts orTribunals which would impact the going concern status of the Company.
Particulars of Employees and related disclosures:
The disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1)(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theAnnexure I forming part of the Annual Report.
Having regard to the provisions of Section 136(1) read with and its relevant proviso 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 is interested inobtaining such information may write to the Company Secretary and the same will befurnished free of cost.
Board Meetings held during the year:
During the year ended 31st March 2017 4 meetings of the Board of Directors were held.The details of the meetings are furnished in the Corporate Governance Report which isattached as Annexure-B to this Report.
Extract of Annual Return:
An extract of Annual Return in Form MGT-9 as on 31st March 2017 is attached asAnnexure-G to this Report.
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013:
The details of loans / investments made by the Company are given in the financialstatements.
Related Party Transactions:
All transactions entered by the Company with Related Parties were in the ordinarycourse of business and at arm s length pricing basis. The Audit Committee granted omnibusapproval for the transactions (which are repetitive in nature) and the same was reviewedby the Audit Committee and the Board of Directors. There were no materially significanttransactions with Related Parties during the financial year 2016-2017 which were inconflict with the interest of the Company. The details of the transactions with relatedparties are given in the financial statements in Note No.37.
The Company has constituted a Risk Management Committee. The Committee takes care ofthe external and internal risks associated with the Company. The Board of Directorsoversees the Risk Management process including risk identification impact assessmenteffective implementation of the mitigation plans and risk reporting.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 Independent Directors at their meeting held on 11th February 2017 considered /evaluated the Board s performance performance of the Chairman and other non-independentDirectors. The Board have undergone formal review which comprised Board effectiveness andallied subjects. The Board also reviewed the workings of the various committees andsub-committees without participation of the concerned Directors / members.
Internal Financial Control Systems and their Adequacy:
Details of the same are provided in the Management Discussion and Analysis Reportattached as Annexure-D to this Report.
Research and Development Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo:
Your Company continues to focus on Research and Development activities with specificreference to fuel efficiency vehicle performance and enhancement of safety etc. Theparticulars prescribed under Section 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 relating to Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are furnished in Annexure-A to this Report
Your Company is fully compliant with the Corporate Governance guidelines as laid outin SEBI (LODR) Regulations 2015. The details of the Code of Conduct are furnished in theCorporate Governance Report attached as Annexure-B to this Report.
The Secretarial Auditors of the Company have examined the requirements of CorporateGovernance with reference to the provisions of SEBI (LODR) Regulations 2015 and havecertified the compliance as required under SEBI (LODR) Regulations 2015. The Certificatein this regard is attached as Annexure-C to this Report.
Disclosure under the Sexual Harassment of women at work-place (Prevention Prohibitionand Redressal) Act 2013 :
The Company has duly complied with the requirements under the Act and no complaintswere reported during the year.
Corporate Social Responsibility (CSR):
Annual report on CSR Activities undertaken by the Company for the Financial Year2016-17 is annexed with this Report as Annexure-E.
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and SEBI (LODR) Regulations 2015 theBoard of Directors had approved the Policy on Vigil Mechanism which inter-alia provides adirect access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director / employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.
Directors Responsibility Statement:
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with 134(5) of the Companies Act 2013 in thepreparation of financial statements for the year ended 31st March 2017 and state that:
(a) in the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures.
(b) the directors had selected such accounting policies and applied them consistentlyand judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theProfit of the Company for that period.
(c) the directors had taken proper and sufficient care for the maintenance of theadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(d) the directors had prepared the annual accounts on a going concern basis.
(e) the directors had laid down proper internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are operating effectively.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
Pursuant to the provisions of Section 125(2) of the Companies Act 2013 the Companyhas transferred the unclaimed dividend amounts referable to the year ended 31st March 2009to the credit of the Investor Education and Protection Fund during the year under reviewwell before their respective due dates.
The Directors wish to express their appreciation for the continued co-operation of theCentral and State Governments Bankers customers dealers suppliers share-holders andalso the valuable support received from M/s.Daido Metal Company Japan. The Directors alsowish to thank all the employees for their contribution support and continued co-operationthroughout the year.
| ||For and on behalf of the Board |
|Chennai ||A. Krishnamoorthy |
|16th June 2017 ||Managing Director |