M.D. INDUCTO CAST LIMITED
Your Directors are delighted to present Seventh Annual Report on the businessand operations of your Company together with the Audited Financial Statement of thecompany for the financial year ended 31st March 2017.
1. FINANCIAL PERFORMANCE;
(Rs. In Lacks)
|RESULTS ||For the year ended 31st March 2017 ||For the year ended 31st March 2016 |
|Sales of products less excise duty ||26213.42 ||27984.18 |
|Other operation income ||218.98 ||94.50 |
|Total revenue ||26432.40 ||28078.69 |
|Total Expenditure except Dep. & Financial Cost || ||28302.22 |
| ||26592.55 || |
|Profit before Depreciation Financial Cost & Tax ||(160.15) ||1990.59 |
|Depreciation and Amortization ||408.57 ||501.41 |
|Profit before Financial Cost & Tax ||1531.55 ||1489.18 |
|Financial Cost ||641.57 ||605.65 |
|Profit before Tax ||889.98 ||883.53 |
|Less: Taxation ||315.86 ||291.35 |
|Profit for the year ||574.12 ||592.18 |
|Balance brought forward from previous year ||700.67 ||1108.49 |
|Profit available for Appropriations ||1274.78 ||1700.67 |
|Appropriations: || || |
|- Bonus share issued ||NA ||1000.00 |
|Surplus carried to Balance Sheet ||1274.78 ||700.67 |
2. RESULTS OF OPERATIONS
During the financial year 2016-17 Company has achieved total Revenue net of exciseduty of Rs. 264.32 Crores resulting under review as compared to revenue of Rs. 280.79Crores during the previous financial year ended March 2016. The operating profit (profitafter tax) is Rs. 574.12 Lakh in financial year 2016-17 as compared to Rs. 592.18 Lakhduring the previous year.
The Company does not recommend any dividend for the year ended 31st March 2017.
4. TRANSFER TO RESERVES
During the financial year 2016-17 the Company does not propose to transfer amountto the General Reserve out of amount available for appropriation and an amount of Rs1274.78 Lacs is proposed to be retained in the profit & Loss account.
5. SHARE CAPITAL
The paid up share capital of the company as on 31st March 2017 was Rs.24.09 Crores.
6. LISTING OF SHARES
The equity shares of Company are listed on the SME Platform of BSE Limited 25thFloor P.J. Towers Dalal Street Mumbai 400 001 and listing fees for the year2016-17 has been paid.
7. DEMATERIALIZATION OF SHARES
The Company has entered into Tripartite Agreement dated 16th June 2015with the depositories national Securities Depository Limited and Central DepositoryService (India) Limited for providing Demat facility to its Shareholders. For the purposethe company has appointed Karvy Computershare Pvt. Ltd as its registrar and ShareTransfer Agent.
8. MATERIAL CHANGES AND COMMITMENTS;
There are no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statement relates and the date of this report.
Board of Directors has passed the resolution regarding Migration from SME BSE platformto Main Board of the BSE Limited on 18th July 2017 and for the same PostalBallot form has been dispatched to the shareholders for seeking the approval; votingperiod will be ended on 28th August 2017 company has also provided e-VotingFacility to the Shareholders for above mentioned purpose.
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 Complianceof the 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 2016-17 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 inthe reports 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 foreignexchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of theCompanies (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 theCompany has constituted a Corporate Social Responsibility Committee. The composition andterms of reference of the Corporate Social Responsibility Committee is provided in theCorporate Governance Report. The Company has also formulated a Corporate SocialResponsibility Policy. Annual report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 has been appended asAnnexure-IV' to this Report.
17. BOARD EVALUATION;
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosures Requirement) Regulations 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 underreview.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL;
Mr. Himanshu Desai and Mr. Vikram Shah is an independent director of the Companyand Mr. Vinodkumar Jagnnathprasad Jangid appointed as an Addition & IndependentDirector by the Board of Directors on 30.06.2017. Mr. Vimal Dattani is a Company Secretaryand Compliance Officer of the Company.
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 Ms. Shamarani Ashokkumar Gupta (DIN:- 01811489) directorretiring by rotation in the ensuing Annual General Meeting being eligible offered himselffor 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 Section92 (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 areset out in the Corporate Governance Report which forms part of this report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 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 September2014 M/s. P. D. Goplani & Associates Chartered Accountants were appointed asstatutory auditors of the Company to hold office till the conclusion of 8th Annual GeneralMeeting of the Company. In the terms of the first proviso to Section 139 of the CompaniesAct 2013 the appointment of the auditors shall be placed for ratification at everyAnnual General 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 141 of the Companies Act 2013. The Report given by the Auditors onthe financial statements of the Company is part of the Annual Report. There has been noqualification reservation adverse remark or disclaimer given by the Auditors in theirReport. M/s Mihir Vyas & Associates Cost Accountants carried out the cost audit forapplicable business during the year. The Board of Directors has appointed M/s. Mihir Vyas& Associates Cost Accountants for the financial year 2017-18.
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 The Board considered the independence of each of theIndependent Directors in terms of above provisions and is of the view that they fulfillthe criteria of independence.
26. SECRETARIAL AUDITORS AND REPORT;
Pursuant to provision 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 section204(1) of the Companies Act 2013 the Company has obtained a Secretarial Audit Report. TheSecretarial Audit report is annexed herewith as "Annexure VI" The Report doesn'tcontain 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 Companies Act 2013 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 |
|6. ||Mr. Vinodkumar Jangid ||Additional & 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 arepending.
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 directorsof the Company has adopted a Risk management Policy of the Company. The Company iscommitted to identifying and managing risk in a manner appropriate to achieve itsobjectives. 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 aview to 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 year2016-17 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 isno employee in the Company in receipt of remuneration aggregating more than Rs.6000000per annum being employed throughout the financial year and Rs.500000 or more per monthbeing 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 Traders for theircontinued 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.
| ||By behalf of the Board of Directors || |
| ||M.D. INDUCTO CAST LIMITED || |
| ||Ashokkumar Gupta ||Nikhil Gupta |
|Place:- Bhavnagar ||Chairman & Director ||Managing Director |
|Date:- August 25 2017 ||DIN:-00175862 ||DIN:- 01069514 |