Stone India Ltd.
|BSE: 522085||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE290C01015|
|BSE 00:00 | 10 Sep||Stone India Ltd|
|NSE 05:30 | 01 Jan||Stone India Ltd|
Stone India Ltd. (STONEINDIA) - Director Report
Company director report
Your Directors have pleasure in presenting the 86th Annual Report along with theAudited Accounts of the Company for the year ended 31 March 2016. A summary of theFinancial Results is given herein under :
Previous years figures have been rearranged and regrouped wherever felt necessary.
In view of incurring net loss in the relevant financial year your Directors do notrecommend a dividend for the year ended on 31st March 2016.
In absence of profit no amount was carried to Reserve.
During the year under review the gross turnover of the Company rose to Rs. 108.96crores from Rs. 93.22 crores and the net loss decreased to Rs. 24 lakhs from Rs. 5.29crores as of last year due to increase in turnover of Rs.15.74 crores and rigorous costcontrol.
Company's Order booking decreased slightly to Rs. 107.16 crores in the year underreview compared to earlier Order booking figure of Rs.124.70 crores in the year 2014-15.
In the new Product Category for Railway Sectors Orders were booked for supply of 4.5KW ERRUs 25 KW ERRUS Microprocessor Controlled Fault Diagnostic and Control SystemsVigilance Control Devices EP Brakes for EMU application and bulk orders for Air SpringControl Equipment.
In the year the company launched business initiatives for Escalators and continued thebusiness of Platform Screen Doors in Metro Project segment. The company participated inbidding for escalators in Delhi Metro Kochi Metro Lucknow Metro in aforementionedproduct segment. The company was successful in acquiring prestigious contracts fromLucknow Metro for Heavy Duty Escalators worth INR 20.61 Crore and from DMRC Greater NoidaProject for Machine Room Less Elevators worth INR 16.87 Crores. During the year thecompany successfully acquired orders from Indian Railways for supply of Heavy DutyEscalators worth INR 17.22 Crores also. The company will participate in such biddings infuture and shall try to maximize the order booking.
In the Bio Toilet segment Company has installed total 3264 toilets till 31.03.16 allover India at Labour colonies Village communities village homes urban slumsConstruction Sites Railway Platforms Tea Gardens Schools under CSR projects etc.Turnover for bio toilets division during the financial year 2015-16 stood at Rs 457.32Lacs.
During the year the company has been able to book bulk export Orders for supply ofSlack Adjusters and Distributor Valves to Vietnam and Sudan.
The Current year's Railway Budget has proposed a plan outlay of Rs 121000 crore whichis higher by 20.9% over last year's budget plan of Rs 100011 crores. The Railways havedecided to pursue high end technology to improve safety record increase of punctualitytime table of freight trains as well as to run semi high speed trains. Life InsuranceCorporation of India (LIC)has decided to invest Rs. 1.5 Lakh crores over the next 5 yearswith Indian Railways.
Further it is expected that Railways will make the first phase of DFCC (DedicatedFreight Corridor Corporation) operational by 2019. Further the work for three more freightcorridors will start which are from Delhi to Chennai Kharagpur to Mumbai as well asKharagpur to Vijaywada.
Work for two loco factories to manufacture High Horse Power Diesel and Electric Locoswill also commence in the year 201617 at an investment of Rs.40000 crores. In additionRailways will introduce new generation 25 Tonne Axle Load Wagon in this financial year. Inaddition Railways will also gradually replace the loco hauled passenger trains withEMU/DEMU in the near future.
It is expected that with such a massive focused investment plan of Indian Railways andwith introduction of new technologies your company will be in a position to explore thepotential of the market with products like Bogie Mounted Brake Systems for Wagons End ofTrain Telemetry (EOTT) For Wagons EP Brakes Parking Brakes Air Dryers for EMUs/DEMUs aswell the High Reach Pantographs and Computer Operated Brake System for ElectricLocomotives. The company expects a major demand for High Reach Pantographs as well as forEnd of Train Telemetry in the coming years.
In order to reduce dependency on Indian Railways company had already diversifiedactivities to enter Metro Railway Market to introduce Escalators as well as Elevators.Escalator orders were also obtained from Indian Railways for 20 stations .It is expectedthat with the Railway Ministry's intention to modernize 400 stations in near future therewill be good demand of Escalators and Elevators in future in addition to the demand ofsimilar equipment from metro projects.
The company continued its activity to pursue the business for the Bio Toilets invarious static applications and introduced several innovative models and turnover of thisgroup increased substantially in the last financial year.
CHANGE IN THE NATURE OF BUSINESS IF ANY AS PER RULE 8(5)(II) OF THE COMPANIES(ACCOUNTS) RULES 2014
Your Company has already ventured into the areas of Bio Toilets Platform Screen DoorsEscalators & Elevators and Solar Inverters as a part of product diversification.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder the SEBI (LODR) Regulations 2015 is presented in a separate section forming partof the Annual Report.
During the year under review your Company has entered into a Joint Venture agreementwith SHENYANG BRILLIANT ELEVATOR GROUP CO. LTD. (a company incorporated in ShenyangChina) on 15th December 2015 to form a joint venture company for doing the business ofelevators.
Presently the Company has two (2) subsidiaries namely Stone Intermodal PrivateLimited and Stone Biotech Private Limited which are not material unlisted subsidiary. Astatement in AOC-1 containing financial position of the subsidiaries is attached as"Annexure A".
The Company monitors performance of its subsidiary companies inter alia by thefollowing means:-
i) The Audit Committee reviews financial statements of the subsidiary companies alongwith investments made by them on a quarterly basis.
ii) The Board of directors reviews the Board meeting minutes and statements of allsignificant transactions and arrangements if any of the subsidiary companies.
During the year under review the Company has not invited deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.
EMPLOYEE STOCK OPTION SCHEME
Your Company has not issued any share under the SEBI (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 including any amendments new enactmentthereof or thereto during the year under review.
The Company has issued 775000 equity shares to M/s ISG Traders Ltd. a promoter groupCompany in April 2015 against conversion of equivalent number of warrants allotted tothem on 17.10.2013 on preferential basis. Consequently the paid up Equity Share Capitalof your Company stands revised to Rs.960 Lacs as on 31-03-2016.
Indebtedness of the Company including interest outstanding/accrued but not due forpayment as on 31.03.2016.
(Rupees in Lakhs)
During the year the Company has not issued any Unsecured Redeemable Non-ConvertiblePerpetual Debt Instruments in the nature of Debentures.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the requirements under Regulation 33 of the SEBI (LODR) Regulations2015 your Company prepared Consolidated Financial Statements in accordance withAccounting Standard for "Consolidated Financial Statements" issued by TheInstitute of Chartered Accountants of India. The Consolidated Financial Statements formpart of the Annual Report.
Your Company has consistently been complying with the Corporate Governance Codeprescribed by SEBI and a detailed report on Corporate Governance together with acertificate of compliance from the Statutory Auditors as required under Regulation 34(3)read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms a part of this Annual Report.
DIRECTORS' 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. that in the preparation of the annual financial statements for the year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2016 and of the profit of the Company for the year ended on thatdate;
c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year Mr. Sukhendu Ray(DIN: 00009110) an Independent Directorresigned from the Board on 15-052015 due to poor health condition which was accepted bythe Board on 28.05.2015.and Ms. Savita Laxmipathy Acharya (DIN: 07038198) was appointed asan Additional Director in the category of Non-Executive Woman Independent Director witheffect from 19th May 2015 by the Board which was subsequently confirmed by theshareholders of the Company in the Annual General Meeting held on 24-09-2015. All otherdirectors continued to remain as Director throughout the year.
The Board recommends the re-appointment of Mr. Shrivardhan Goenka who retires byrotation and being eligible offers himself for re-election as Director of the Company.Brief resume and other details of the Director seeking re-appointment at the ensuingAnnual General Meeting are provided as Annexure to the Notice which forms part of thisAnnual Report.
The following persons were designated as Key Managerial Personnel during the financialyear 2015-16:
1. Mr. Debashis Chakravarty Managing Director and Chief Executive Officer
2. Mr. Vikash Kamani Chief Financial Officer and
3. Mr. Abhijit Majumdar Company Secretary and Legal Head.
Minimum four pre-scheduled Board meetings are held annually. Additional Board meetingsare convened by giving appropriate notice to address the Company's specific needs ofbusiness exigencies or urgency of matters.
During the year six Board Meetings and four Audit Committee Meetings were convened andheld the details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. There has been noinstance where the Board has not accepted the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The composition and terms of reference of the Share transfer cum StakeholdersRelationship Committee has been furnished in the Corporate Governance Report forming apart of this Annual Report.
SHARE ALLOTMENT COMMITTEE
The composition and terms of reference of the Share Allotment Committee has beenfurnished in the Corporate Governance Report forming a part of this Annual Report.
M/s Lodha & Co. Chartered Accountants Kolkata bearing Registration No. 301051EWho has been appointed as the Statutory Auditors of the Company for a period of three (3)years from the conclusion of the 84 th AGM (for FY 2014-15) till the conclusion of the87th AGM (for FY 2016-17).The Board now recommends the ratification of the appointment ofLodha & Co. by the members at the Annual General Meeting for the Financial Year2016-17.
STATUTORY AUDITORS' OBSERVATIONS
The observations of the Statutory Auditors have been explained in the Notes formingpart of the Financial Statements and these interalia include the following:-
Para (a) regarding rental demands from Kolkata Port trust the matter is sub-judice andpending decision of Hon'ble Calcutta High Court provision made in account has beenconsidered adequate by the management as mentioned in note 6(b); Para (b) as regardmanagerial remuneration necessary application is pending for approval before MCA asexplained in Note 26(a); Para (c) regarding advance/investment made in a subsidiary inrespect of Rail Runner project undertaken by it necessary implementation includingobtaining approval etc. are under progress this being infrastructure project having longgestation period the exposure has been considered good as mentioned in Note 13(a) 15(b)& 15(c); Para (d) regarding advances amounting to Rs.104.36 lacs pending investigationas stated in Note 19(b) of the Notes on Accounts necessary administrative steps includingsuspension of an employee so far identified have been taken and further course of actionfor recovering the amount are in process. Para (e) regarding stocks lying at differentlocations under reconciliation with confirmation physical balances there against andpending this provision of Rs.397 lacs has been made which is considered adequate asmentioned in Note 16(c) certain debit/creditbalances including capital advances asmentioned in note 15(a) certain overdue balance of trade receivable as mentioned in 17(b)and certain bank blances as explained in note 30; Para (f) regarding nonascertainment andaccounting of depreciation as per Companies Act 2013 as mentioned in Note 12(g)reassessment of life of fixed assets in process pending which depreciation has consideredas per Schedule XIV of Companies Act 1956. Para (g) regarding Micro Small and MediumEnterprise related information details has been sought from the parties but due toavailability of inadequate information the same could not be disclosed Note 9(b);
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s. MKB & Associates Practicing Company Secretaries toconduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended31st March 2016 dated 4th August 2016 is provided in the Annual Report in Form MR 3.
SECRETARIAL AUDITORS' OBSERVATIONS
There is no qualification made by the Secretarial Auditor in their report.
The Board has on the recommendation of the Nomination & Remuneration Committeeadopted the Remuneration Policy which inter alia includes policy for selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration. The Remuneration Policy is available on the Company's website :stoneindia.co.in
Your Company has adopted the comprehensive procedure on performance evaluation.Chairman of the Nomination and Remuneration Committee who is an independent Director ofthe Board conducted a one-to-one session with each Director to understand their points ofview on the parameters for performance evaluation.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition and quality of the Board and its Committees execution and performanceof specific duties obligations financial reporting process monitoring activitiesethics and compliances etc.
Performance parameters for the Board as a collective body included parameters likequalification and diversity of Board members effective participation availabilityinsight & observations appropriateness clarity of understanding scenarios faced bythe Company existence sufficiency and appropriateness of policy on dealing withpotential conflicts of interest involvement of Board members in strategic planningprocess etc.
Independent Directors have conducted its meeting without the participation of otherNon-Independent Directors and members of management and reviewed the performance of Boardits Committee Chairman and individual Directors. On the basis of the review by theIndependent Directors they hold unanimous opinion that the Non-Independent Directorsincluding the Chairman to the Board had abundant knowledge in their respective field andare experts in their areas.
DECLARATION OF INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT2013
The Company has received declarations pursuant to section 149(7) of the CompaniesAct2013 from all the Independent Directors of the Company confirming that they meet thecriteria of independence as prescribed both under sub-section (6) of Section 149 of theCompanies Act 2013 and under erstwhile clause 49 of the Listing Agreement executed withStock Exchanges.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act 2013 read with rules madethereunder with regard to the Corporate Social Responsibility (CSR) Committee is notapplicable to your Company at present.
INTERNAL FINANCIAL CONTROLS
Your Company has an adequate system of internal control procedures which iscommensurate with the size and nature of business. Detailed procedural manuals are inplace to ensure that all the assets are safeguarded protected against loss and alltransactions are authorized recorded and reported correctly. The internal control systemsof the Company are monitored and evaluated by internal auditors M/s Singhi & Co.Chartered Accountants and their audit reports are periodically reviewed by the AuditCommittee of the Board of Directors. The Audit Committee regularly reviews the auditfindings and actions taken thereon as well as the adequacy and effectiveness of theinternal systems and controls.
Your Directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively. Inthis regard your Board confirms the following:
i. Systems have been laid to ensure that all transactions are executed in accordancewith management's general
and specific authorization. There are well-laid manuals for such general or specificauthorization.
ii. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects.
iii. Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.
The existing assets of the Company are verified/ checked at reasonable intervals andappropriate action is taken with respect to the differences if any.
The Company has a vigil mechanism named Breach of Integrity and Whistle Blower Policyto deal with instance of fraud and mismanagement if any. The details of the said Policyis explained in the website of the Company at www.stoneindia.co.in.
During the year under review no incidence of fraud has occurred in the Company.Neither the Audit Committee of the Board nor the Board of the Company had received anyreport involving any fraud from the Statutory Auditors of the Company. As such there isnothing to report by the Board as required under Section 134 (3) (ca) of the CompaniesAct 2013.
The Company has a Risk Management Committee and in the course of evolving a RiskManagement Policy in due course as per the provisions of the Act and revised CorporateGovernance norms issued by SEBI.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements /transactions entered into by the Company during thefinancial year ended 31-03-2016 with related parties were on an arm's length basis andwere in the ordinary course of business. During the year the Company had not entered intoany contract/arrangement/transaction with related parties which could be consideredmaterial and therefore Shareholders' approval was not required to be obtained inaccordance with the Policy of the Company on related party transactions. Thus provisionsof Sections 134(3)(h) and 188(1) of the Companies Act 2013 and Rule 8(2) of the
Companies (Accounts) Rules 2014 are not applicable to the Company and therefore FormNo. AOC-2 has not been attached.
In compliance with the requirements laid down in the erstwhile listing agreement allrelated party transactions were placed before the Audit Committee for approval. Prioromnibus approval of the Audit Committee had been obtained for the transactions which wereof foreseeable and repetitive nature. All transactions entered into with the relatedparties are presented to the Audit Committee by way of a statement giving details of alltransactions. This procedure is continued to be followed under the relevant provisions ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Policy on materiality of Related Party Transactions and dealing with RelatedParties as approved by the Board has been uploaded on the Company's website at URL:stoneindia.co.in.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return in form MGT 9 as on the Financial Year ended on31.03.2016 as required under Section 134(3) of the Companies Act 2013 read with Section92(3) of the said Act and Rule 12(1) of the Companies (Management and Administration)Rules 2014 are set out in "Annexure-B" forming part of this Report.
PARTICULARS OF LOANS / GUARANTEE/ADVANCES/ INVESTMENTS OUTSTANDING DURING THE FINANCIALYEAR
Your Company has neither advanced any loan nor made any investments or had given anyguarantees and/or provided any securities to anybody whether directly or indirectlywithin the meaning of Section 185 of the Companies Act 2013. Hence there are no detailsworth providing.
The information required pursuant to Section 197 read with Rule 5(1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofmanagerial remuneration is provided in the "Annexure- C" forming part of thisreport
PARTICULARS OF EMPLOYEES- AS PER CHAPTER XIII - RULE 5(2) & RULE 5(3)
The information required pursuant to Section 197 read with Rule 5(2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of top tenemployees of the Company in terms of remuneration drawn will be provided upon request. Interms of Section 136 of the Act the Report and Accounts are being sent to the Members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting. If any Member is interested in obtaining a copy thereof such Member may write tothe Company Secretary in this regard.
DETAILS OF PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES IMPOSED ON THE COMPANY:
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act 1956 allamounts which remained unpaid or unclaimed for a period of seven years have beentransferred by the Company from to time to time on due dates to the Investor Educationand Protection Fund (IEPF).
The Company is committed to the protection of environment and is not involved in anytype of activity hazardous to environment. It strictly adheres to the provisions ofenvironmental laws. There is no trade effluent generated by the Company which may causepollution. Our Company is both an ISO 9001(2008) and 14001(2004) certified company.
During the year under review the Company incurred Rs 54.24 Lacs towards capitalexpenditure most part of which was incurred on the new projects and on the addition toCompany's fixed assets.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 to prohibit prevent or deter any acts of sexual harassment at workplace and toprovide the procedure for the redressal of complaints pertaining to sexual harassmentthereby providing a safe and healthy work environment.
The following is the summary of the complaints received and disposed off during thefinancial year: 2015-2016:
a) No. of complaints received: NIL
b) No. of complaints disposed off: NIL
PARTICULARS AS PER SECTION 134 (m) OF THE COMPANIES ACT 2013.
Your Company has introduced certain Energy saving measures and re-engineering methodsin terms of utilization of factory and office spaces. The practice to monitor and controlthe consumption of various sources of energy comprising power oil and fuel in a bid toreduce energy cost despite increase in production and power tariffs is in place.
The benefits derived out of research & development and technology absorption by theCompany is attached as "Annexure-D".
FOREIGN EXCHANGE EARNING AND OUTGO
Your Company earned Rs.440.40 lacs foreign exchange during 2015-16 as against Rs.516.11lacs during 2014-15. Foreign exchange outgo during the year amounted to Rs.166.54 lacs(including import of components and spare parts) against Rs.178.68 lacs during theprevious year.
Your Directors would like to record their appreciation of the hard work and commitmentof the Company's employees and warmly acknowledge the unstinting support extended by itsbankers alliance partners and other stakeholders in contributing to the results.
For and on behalf of the Board
There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of report.