Your Directors are pleased to present 31st Annual Report and the Audited Accounts ofthe Company for the year ended march 31 2017.
(Rs. In Lakhs)
|Particulars ||2016-17 ||2015 -16 |
|Gross Sales ||28052.21 ||27394.71 |
|Less: Excise Duty ||2892.55 ||2874.62 |
|Net Sales ||25159.66 ||24520.09 |
|Total Expenditure ||21117.38 ||20971.05 |
|Other Income ||119.88 ||38.49 |
|Operating Profit (PBDIT) ||4162.16 ||3587.53 |
|Interest ||173.49 ||155.21 |
|Cash Profit ||3988.67 ||3432.32 |
|Depreciation ||1286.36 ||1170.57 |
|Profit before Exceptional Item ||2702.31 ||2261.71 |
|Exceptional Item ||31.65 ||21.15 |
|Profit after Exceptional Item ||2670.66 ||2240.56 |
|Provision for Taxation || || |
|i) Current Year ||685.00 ||630.45 |
|ii) Deferred Taxation ||40.00 ||40.00 |
|Net Profit before ||1945.66 ||1570.15 |
|Extraordinary Item || || |
|Extraordinary Item ||0 ||0 |
|Profit after Extraordinary Item ||1945.66 ||1570.15 |
Note: Figures have been re-grouped wherever necessary to confirm to current periodclassification.
The Company achieved the gross turnover of Rs.28052 lakhs during year 2016-17 asagainst Rs.27395 Lakhs in the previous year 2015-16 there by recorded an increase of2.40%. Your company has posted Net turnover of Rs. 25160 Lakhs during year 2016-17 ascompared to Rs.24520 Lakhs for the previous year 2015-16 i.e. an increase of 2.61% onlybecause of demonetarization. The company R&D expenditure is Rs.125.80 Lakhs i.e.0.50% of Net sales during the year to catch up
With up- gradation of technology and to meet OEMs ever demanding quality and newdevelopments requirement to improve life cycle of their product meeting Euro III norms.
The operations of the Company on the whole have been satisfactory.
Earnings Before Depreciation Interest and Tax (PBDIT) at Rs.4162 lakhs as againstprevious year of Rs.3588 Lakhs. The Profit Before Tax was at Rs.2702 lakhs as compared toRs.2262 lakhs in 2015-16 an increase of 19.45%
LISTING OF EQUITY SHARES
The Companys equity shares are listed on BSE Ltd. Feroz Jeejeebai Towers DalalStreet Mumbai 400001.. MEETINGS OF THE BOARD OF DIRECTORS
During the year ended March 31st 2017 4 (Four) Board Meetings were held. The dates onwhich the Board Meetings were held are 23.05.2016 04.08.2016 27.10.2016 and 30.01.2017.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 with respect to the DirectorsResponsibility Statement the Board of Directors of the Company hereby confirms:
In the participation of Annual Accounts the applicable accounting standards havebeen followed and that there have been no material departures.
The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at march 31 2017 andthe profit to the company for that period.
The Directors had taken proper and sufficient care for the maintenance ofadequate 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.
The Directors had prepared the Annual accounts on a going concern basis and
The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively
The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Companys Internal Auditors have conducted periodic audit to providereasonable assurance that the Companys established policies and procedures have beenfollowed. The Audit Committee of the Board meets once in a quarter with Internal Auditorsto review internal control and financial reporting issues.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)
The Independent Directors have submitted the declaration of independence as requiredpursuant Sec. 149 of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in Sec. 149(6).
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee consists of the following Directors namelyMr. V Chakrapani Mr. M N Thakkar and Mr. S. Madhava Rao.
Brief description of terms of reference:
Identifying persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe Board for their appointment and removal;
Carry on the evaluation of every directors performance;
Formulation of the criteria for determining qualifications positive attributesand independence of a director;
Recommend to the Board a policy relating to the remuneration of the directorskey managerial personnel and other employees;
Formulation of criteria for evaluation of independent Directors and the Board;
Devising a policy on Board diversity; and
Any other matter as the Board may decide from time to time.
Nomination and Remuneration policy The objective of the Policy:
1. To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
2. To determine remuneration based on the Companys size and financial positionsand trends and practices on remuneration prevailing in peer companies.
3. To carry our evaluation of the performance of Directors.
4. To provide them reward linked directly to their effort performance dedication andachievement relating to the Companys operations.
5. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186:
The company has neither issued any Loans Guarantees nor made any investments duringthe Financial year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO Sec. 188(1)
The particulars of contracts or arrangements with related parties referred to Section188(1) are prepared in form No.AOC-2 pursuant to Section 134(3)(h) of the Act and Rule8(2) of the Companies (Accounts) Rules 2014 and the same is enclosed as Annexure-1to this report.
TRANSFER OF AMOUNTS TO RESERVES
The Company proposes to transfer an amount of Rs.243.21 lakh to the general reserve forthe financial year ended 31st March 2017.
The Board of Directors of the company at its meeting held on 10th May 2017 haverecommended and declared dividend at 45% on equity share i.e. Rs.4.50 per share on facevalue of Rs. 10/- each.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 and the same is enclosed as Annexure-2 to this report.
The conservation of energy technology absorption foreign exchange earnings and outgo;
Information with respect to the conservation of energy technology absorption foreignexchange earnings and outgo pursuant to provisions of Sec. 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 is prepared and annexed as Annexure-3 to this report.
RISK MANAGEMENT COMMITTEE
Risk management committee consists of the following Directors:
|1. Mr. S.D.M. Rao || Managing Director |
|2. Mr. S Madhava Rao ||- Director |
|3. Mr. V Chakrapani ||- Director |
RISK MANAGEMENT POLICY
The company has taken all the steps to mitigate the following risks:
Raw material prices : Ours is a continuous high volume manufacturing industry. Ourprofitability will depend on change in the price in raw materials and input costs.
Foreign currency Risks: Exchange rate fluctuations may sometimes effect. Adequate stepswere taken.
Competition and Price Pressure: The Company is facing stiff competition in the segmentsof OEMs and aftermarket as well as price pressure from the OEMs which playing major rollon the profitability of the company.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility committee consists of the following Directors:
|S.No. Name ||Designation |
|1 Mr. V Chakrapani ||Chairman |
|2 Mr. S Kishore ||Member |
|3 Mr. S Madhava Rao ||Member |
Corporate social responsibility policy was adopted by the Board of Directors on therecommendation of corporate social responsibility committee.
Report on corporate social responsibility as per Rule 8 of Companies (Corporate SocialResponsibility) Rules 2014 is prepared and the same is enclosed as annexure - 4.
BOARD OF DIRECTORS
Shri S Kishore Director who is liable to retire by rotation at this Annual GeneralMeeting and being eligible offers himself for reappointment.
The Company has not accepted any Deposits in terms of Section 73 of the Companies Act2013 and the rules made there under and hence compliance with the same as not applicable.
AUDITORS Statutory Auditors
At the Annual General Meeting held on 18th September 2014 M/s. Ravi & KeshavChartered Accountants were appointed as statutory Auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2017. Interms of 1st provison to section 139 of the Companies Act 2013 M/s. Ravi & KeshavChartered Accountants vacated the office.
In their place M/s. Sridhara Chari.V & Co. Chartered Accountants be and areproposed to be appointed as statutory Auditors of the Company to hold office for a periodof 5 years subject to ratification by Shareholders at every Annual General Meeting. . Inthis regard the Company has received a certificate from the Auditors to the effect ifthey are appointed it will be in accordance with the provisions of Section 141 of theCompanies Act 2013
There are no qualifications reservations or adverse remarks made by M/s M/s Ravi &Keshav Chartered Accountants Hyderabad (ICAI Reg. No.003187S) Statutory Auditors intheir report for the Financial Year ended March 31st 2017
Composition Audit Committee included in Corporate Governance report.
A separate report on Corporate Governance is annexed as part of the Annual Report alongwith the Auditors Certificate on its compliance.
The Board of Directors have adopted whistle Blower policy. The Whistle Blower policyaims for conducting the affairs in the fair and transparent manner by adopting higheststandards of professionalism honest integrity and ethical behaviour. All permanentemployees of the Company are covered under the Whistle Blower Policy. A mechanism has beenestablished for employees to report concerns about unethical behaviour actual orsuspected fraud or violation of Code of Conduct and Ethics. It also provides for adequatesafeguards against the victimization of employees who avail of the mechanism and allowsdirect access to the chairperson of the audit committee in exceptional cases.
SECRETARIAL AUDITOR REPORT
As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed Mr. V B S S Prasad Practicing Company Secretary (C.P.No: 4605) asSecretarial Auditor to conduct Secretarial Audit of the Company for the Financial yearended 31st March 2017. Secretarial Audit Report issued by Mr. V B S S Prasad PracticingCompany Secretary in form MR-3 is enclosed as Annexure - 5 to this Annual Report.
There are no qualifications in Secretarial Audit Report.
PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL: The Statementof particulars of Appointment and Remuneration of Managerial Personnel as per Rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as enclosedas per Annexure - 6 to this Annual Report.
All properties and insurable interests of the Company including building plant &machinery and stocks have been fully insured.
CHANGE IN NATURE OF BUSINESS
There is no change in the Companys nature of business during the financial yearending March 31st 2017.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company has well defined internal control systems and procedures for ensuringoptimum utilization of various resources Investment decisions involving CapitalExpenditure or taken up only after due appraisal and review. Internal audit functioncovers and carried out periodically and reviewed by the Audit Committee to ensure that allpolicies and procedures are adhered to and all statutory obligations complied with.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
No such orders have been received.
MATERIAL CHANGES AND COMMITMENTS
There are no Material changes and commitments in the business operations of the Companyfrom the Financial year ended 31st March 2017 to the date of signing of theDirectors Report.
POLICY ON SEXUAL HARASSMENT
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Work place (PreventionProhibition and Redressal) Act 2013. During the Financial year ended 31st march 2017the company has not received any Complaints pertaining to Sexual Harassment.
Your Directors wish to place on record their appreciation for the cooperation andsupport of Bankers Customers Business Associates Shareholders dealers and supplierswho are enabling the Company to achieve its goals. The Directors also place on recordtheir appreciation made by the employees at all levels.
| ||On behalf of the Board of Directors |
| ||Sd/- |
| ||S. D. M. RAO |
|Place : Hyderabad ||CHAIRMAN & |
|Date : 10thMay2017 ||MANAGING DIRECTOR |