Your Directors have pleasure in presenting the 22nd Annual Report of your companytogether with the
Auditors Report for the year ended 31st March 2016.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March 2016.
Rupees in lakhs
| ||Year ended ||Year ended ||Year ended ||Year ended |
| ||31/3/2016 ||31/03/2015 ||31/3/2016 ||31/3/2015 |
| ||Standalone ||Standalone ||Consolidated ||Consolidated |
|Income from operations ||163.70 ||170.36 ||163.70 ||170.36 |
|Profit/(Loss) before depreciation Interest & tax ||98.31 ||96.10 ||97.75 ||94.96 |
|Interest ||19.38 ||17.33 ||19.40 ||17.33 |
|Depreciation ||1.50 ||4.63 ||1.50 ||4.63 |
|Profit/(Loss) before tax ||77.43 ||74.14 ||76.85 ||73.00 |
|Provision for tax || || || || |
|Deferred tax || || || || |
|Profit/(Loss) after tax ||77.43 ||74.14 ||76.85 ||73.00 |
2. BUSINESS & PERFORMANCE
During the year under review the Company has made a standalone profit of Rs.77.43lakhs for the financial year 2015-2016 as compared to standalone profit of Rs.74.14 lakhsfor the financial year 2014-2015. Your Company has made a consolidated profit of Rs.76.85lakhs for the financial year 2015-2016 as compared to consolidated Profit of Rs.73.00lakhs for the financial year2014-2015.
In order to conserve resources the Board of Directors have decided not to declare anydividend for the current financial year 2015-16.
4. TRANSFER TO PROFIT & LOSS ACCOUNT
Your Company proposes to transfer Rs.7742709.00 to the General Reserves.
5. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
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 the report; and there are no significantand material orders passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.
6. PARTICULARS OF LOANS GUARANTEES AND INVESTMEN
The Company has given loan of Rs.55460642/- under Section 186 of the Act during thefinancial year 2015-16.The Company has not given any guarantee nor made any investmentsduring the Financial year 2015-2016..
7. SUBSIDIARY COMPANIES
Your Company has six subsidiaries. There are no associate companies within the meaningof Section 2(6) of the Companies Act 2013 ("Act"). Further there has been nomaterial change in the nature of business of the subsidiaries.
Shareholders interested in obtaining a copy of the audited annual accounts of thesubsidiary company may write to the Company.
CONSOLIDATED FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY
In terms of proviso to sub section (3) of Section 129 of the Act the salient featuresof the Consolidated Financial Statement of the subsidiaries is set out in the prescribedform AOC-1 which forms part of the annual report.
Performance and financial position of the subsidiary companies is given in Annexure-I.
8. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Company's business does not require any technology absorption and hence no reporting isrequired to be furnished under this heading.
Foreign Exchange inflow and outflow during the year is Nil.
9. FIXED DEPOSITS:
Your Company has not accepted any deposits from the public during the year underreview. There are no outstanding deposits as on 31st March 2016.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMPs)
The Board of Directors comprises of one Executive Director one Non-Executive Directorand Two Independent / Non - Executive Directors including a Woman Director. The Chairmanof the Board is a Promoter Non-Executive Director.
RETIREMENT BY ROTATION
Pursuant to Section 152 of the Companies Act 2013 and Regulation 36(3) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 Mr. S. Pannalal Jain Tatia who retires by rotation at the forthcomingAGM and is eligible for re-appointment offered himself for re-appointment. Brief profileis mentioned in the Notice of the Annual General Meeting of the company.
In terms of Section 196197203 and any other applicable provisions of the CompaniesAct 2013 Mr. S. P.Bharat Jain Tatia was re-appointment as the Managing Director (DIN:00800056) w.e.f 17th April 2015 for a further period 5 years as recommended by thenomination and remuneration committee and approved by the Board of Directors at theirmeeting held on 17.04.2015.
INDEPENDENT DIRECTORS & DECLARATION
Pursuant to the applicable provisions of the Companies Act 2013 Mr. Arun Kumar Bafnaand Ms. D. Hemamalini are the Independent Directors of the Company and their appointmentwas made for a term of five years at the 20th AGM and are not liable to retire byrotation. years at the 20th AGM and are not liable to retire by rotation.
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the companies Act 2013 and Regulation16(b) of the SEBI Listing Regulations.
KEY MANAGERIAL PERSONNAL
a) CHIEF FINANCIAL OFFICER
Pursuant to the provisions of the Companies Act 2013 Mr.Subbarayan Ekambaram is theChief Financial Officer of the Company with effect from 22.08.2014.
b) COMPANY SECRETARY
The Board of Directors of the Company at their meeting held on 18th July2016appointed Mr.G.Raghavan as the Company Secretary of the Company .The Board furtherdesignated Mr.G.Raghavan Company Secretary as the Compliance Officer of the Companyw.e.f 18/07/2016.
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act2013 and in terms of Regulation 17(10)of the SEBI ( Listing Regulations) the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of the Audit and the Nomination & Remuneration Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.
12. REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeapproved a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration policy is stated in the Corporate Governance Report.
Pursuant to the provisions of Section 139 of theCompanies Act and the Rules framedthere under M/s. K.Subramanyam & Co. Chartered Accountants (Firm RegistrationNumber 004146S) were appointed as Auditors of the company from the conclusion of the 20thAnnual General Meeting (AGM) of the company held on 29th September 2014 till theconclusion of AGM to be held in 2017 subject to ratification of their appointment atevery AGM and hence his appointment is placed for ratification by the shareholders
14. COMMENT ON STATUTORY AUDITOR'S REPORT
There were no adverse remarks made by the statutory auditor Mr. K. SubramanyamChartered Accountants bearing (Membership No. 023663 Regn. No. 004146S) in the StatutoryAudit Report during the current financial year.
15. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Lakshmmi Subramanian & Associates Practising Company Secretaries(CPNo.1087: FCS:3534)Company Secretaries to undertake the secretarial audit of the company.The Secretarial Audit Report is annexed herewith as 'Annexure VI'.
16. COMMENT ON SECRETARIAL AUDITOR REPORT
With Reference to the remarks made by the secretarial auditor Mr. P.S. SrinivasanAssociate partner M/s. Lakshmmi Subramanian & Associates Practicing CompanySecretaries bearing (CP No. 3122) in the Secretarial Audit Report the company has takenthe corrective measures during the current financial year.
According to Section 197(12) of the Companies Act 2013 read with rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014none of theemployees fall under the category specified under the said Section and the Rules madethere-under.
18. RELATED PARTIES TRANSACTIONS
The Company has entered into contract / arrangements with the related parties in theordinary course of business and on arm's length basis. The provisions of Section 188(1) ofthe Act are not applicable. Details given in Annexure - II Form No.- AOC 2
19 EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 ( the "Act") is enclosed at Annexure-III in the prescribedform MGT-9 and forms part of this Report.
20. RISK MANAGEMENT
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis.
21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company maintains appropriate systems of internal controls including monitoringprocedures to ensure that all assets and investments are safeguarded against loss fromunauthorized use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions are authorizedrecorded and reported correctly.
The Internal Auditors review the efficiency and effectiveness of these systems andprocedures. Added objectives include evaluating the reliability of financial andoperational information and ensuring compliances with applicable laws and regulations. TheInternal Auditors submit their Report periodically which is placed before and reviewed bythe Audit Committee.
22. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has in place 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 year2015-16 the Company has not received any complaints on sexual harassment.
23. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis report for the year under review as stipulatedunder Regulation 34 of the Listing Regulations (ANNEXURE IV) are attached and form part ofthis report.
24. CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance (ANNEXURE-V) as required under the Securities Exchange Board of India(ListingObligations and Disclosure Requirements) Regulations2015(hereinafter Listing Regulations)forms an integral part of this Report. The requisite certificate from the Auditors of theCompany confirming compliance with the conditions of corporate governance is attached tothe report on Corporate Governance.
25. MEETINGS OF THE BOARD
The Board met six times during the financial year the details of which are given inthe Corporate Governance Report .The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013.
26. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. A declaration to thiseffect has been signed by Mr. S.P. Bharat Jain Tatia the Managing Director of the Companyand forms part of the Annual Report and the website of the Company at www.tatia.co.in
27. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. For details please refer to the Corporate Governance Reportattached to this Report and the website of the Company at www.tatia.co.in.
28. CORPORATE SOCIAL RESPONSIBILITY
Your company is not having profits more than Rs.5 Crores in the Year 2015-16 andtherefore Constituting of a CSR Committee and its compliance in accordance with theprovisions of Section 135 of the Act does not arise.
29. 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(5) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended March31 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 judgment 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 March 31 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 systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS-BEFORE
ACKNOWLEDGEMNT IN DIRECTORS REPORT
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
The Board of Directors would like to thank all employees of the Company and alsoCompany's shareholders auditors customers and bankers for their continued support.
On behalf of the Board of Directors
For TATIA GLOBAL VENNTURE LIMITED
S.P.Bharat Jain Tatia