| The Directors have great pleasure in presenting the 21st Annual Report
on the business and operations of your Company together with the
Audited Financial Statements for the year ended March 31, 2015:
FINANCIAL RESULTS
PARTICULARS Year ended Year ended
March 31 2015 March 31 2014
Rs. in Crores Rs. in Crores
Gross Turnover Including
other income 88.62 82.71
Profit before Interest,
Depreciation and Tax (40.29) (58.73)
Less: Interest and
financial charges 16.55 19.85
Depreciation 7.01 6.13
Profit Before Tax (63.86) (84.71)
Less: Exceptional Items - -
Provision for Current &
Old Tax 0.40 0.05
Provision for Deferred Tax 0.57 0.87
Less: Extraordinary Item 19.31 6.77
Net Profit available for
appropriation (84.13) (92.40)
Add: Profit Transfer From
Last Year (77.87) 14.00
Appropriations:
Dividend on equity shares - -
Dividend Distribution Tax - -
Balance Carried Forward to
Balance Sheet (162.00) (71.48)
OVERVIEW OF THE FINANCIAL PERFORMANCE
- The company sold 7584.90 MT of Plastic goods and achieved net product
turnover of Rs. 88.19 Crores during the current year against sale of
5763.30 MT and net product turnover of Rs. 81.38 Crores in the previous
year.
Total Income/Loss and Operating Profit/Loss for the year amounted to
Rs. -84.13 Crores and -91.52 Crores as compared to for the previous
year, recording a decrease loss of 8.78%
PERFORMANCE AND BUSINESS OPERATIONS
The global economy in the Financial Year (FY) 2014-15 improved slowly,
but was short on expectations. Several European economies experienced
recession due to high unemployment, banking fragility, fiscal
tightening and sluggish growth. The U.S. economy improved marginally,
driven mainly by housing and the consumer sectors; however, capital
investments remained sluggish. Among the Asian economies, China going
through a political transition experienced considerably slow growth.
Declaration in industrial output and exports weakened India's economic
growth significantly.
FY 2014-15 proved to be a challenging year and too for the company. The
company performance was under expected and company had applied for
restructuring of Loans from its Lead Banker in view of good future.
Despite of the global challenges, there was always good demand for the
PVC products as PVC piping is one of the world's most sustainable
products, making it ideal for long-term term use in underground
infrastructure.
BUSINESS EXPANSION
The company is exclusively dealing with PNB for entire working capital
requirements. In the year 2011 the company was sanctioned Term loan of
128.50 Crores by consortium of banks led by PNB and other banks
Allahabad bank and UCO bank. The share of PNB was 60 Crores; Allahabad
was of 40 Crores and UCO bank Rs 28.50 in the consortium. Term Loan was
taken to undertake expansion by adding the capacity of existing plant
by adding new machinery of existing machineries for manufacture of PVC
injection, molded fittings, HDPE Sprinkler System, inline drip
irrigation System, LLDEP fittings for micro irrigation pellet including
fruits and vegetables crates.
Due to delay in acquisition of land on account of proposed expansion of
Jalgaon Airport, the company had to acquire an alternate Site at
Village Paldhi Dist Jalgaon. The UCO Bank delayed revalidation of
sanction and finally they declined their sanction for the revalidation
of their share of the term loan after execution of joint documents. So
the mega project was abnormally delayed and the company suffered huge
financial losses and business activity remained on very low scale
during the current financial year.
To arrest further losses and to ensure that the unit starts generating
profit again, the company decided to shelve Mega project and utilize
the machinery purchased at existing project.
DIVIDEND
The Board does not recommend any dividend for the year ended March 31,
2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 Mr.
Jayaprakash B Kabra, (Holding DIN. 01199314) and Mr. Omprakash S
Jhavar, (Holding DIN. 00993808) a Non Executive Director liable to
retire by rotation, who being eligible for reappointment offer himself
for reappointment, be here by re-appointed as Independent Director of
the Company.
Ms. Chetna R Nannavare, (Holding DIN. 07174167) who was appointed as an
Additional Director of the company with effect from 31-03-2015 under
Section 161 of the Companies Act, 2013, be and is hereby appointed as
an Independent Women Director of the Company to hold office for term
five consecutive years commencing from 31-03-2015.
The Company has received declaration from all the Independent Directors
of the company confirming that they meet with the criteria of the
independence as prescribed both under section 149(6) of the Companies
Act 2013, and under clause 49 of the Listing Agreement with Stock
Exchange Mr. Sanjay R Taparia, CEO and Mr. B V Pandey (General Manager)
were appointed as key Managerial Personnel of your company, in
accordance with the provisions of Section 203 of the Companies Act
2013.
FIXED DEPOSITS
The Company during the year under review has not accepted any deposits
from Public under the Companies (Acceptance of Deposits) Rules 1975.
The Company had no unclaimed (overdue) deposits as on March 31, 2015.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
Board Meetings:
The Board of Directors met 12 times during the financial year ended
31st March 2015 in accordance with the provisions of the Companies Act,
2013 and rules made there under. The details thereof are given in the
Corporate Governance Report.
The Company has devised criteria for performance evaluation of
independent Directors, Board/ Committees, and other individual
Directors which includes criteria for performance evaluation of
COMMITTEES OF THE BOARD
Tulsi has three Board level committees:
- Audit Committee
- Nomination and Reumeration Committee
- Stakeholder relationship committees
The details of the said committees are elaborated in corporate
governance report.
Non-Executive Director and Executive Director, Performance evaluation
has been carried out as per Nomination & Remuneration Policy.
A separate excise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
qualification, knowledge, skill and experience in the respective field,
honesty, integrity, ethical behavior and leadership, Independence of
Judgment, Safeguarding the interest of the Company, attending the
meeting regularly understanding the business, regulatory, competitive
and social environment , understanding strategic issues and challenges,
bringing outside information and perspective to Board for deliberation,
ability to identify the cost benefits and implications of Board
decisions etc.
The Board has, on the recommendation, of the Nomination & Remuneration
committee, framed a Nomination & Remuneration Committee, framed a
Nomination & Remuneration policy and Policy on fixation of criteria for
selection & appointment of Directors & Senior Management Personnel are
annexed herewith as Annexure IV (A) & Annexure IV (B) to this Report.
RISK MANAGEMENT POLICY
Your Company has put in place a well designed Risk Management Policy.
The policy has adequately systematized risks identification,
assessment, monitoring and controlling processes and the same are
working fine.
Notwithstanding above, the Management desires to further strengthen the
framework by improving present practices of risk assessment, monitoring
and controlling by implementing latest techniques in monitoring and
governance. With this end in mind, the Company has appointed a
professional firm, to evaluate current risk management practices of the
Company and suggest overall changes and improvements to achieve
structured risk governance.
The key risks and mitigating actions are also placed before the Audit
Committee of the Company. Significant audit observations and follow up
actions thereon are reported to the Audit Committee. The Audit
Committee reviews adequacy and effectiveness of the Company's internal
control environment and monitors the implementation of audit
recommendations, including those relating to strengthening of the
Company's risk management policies and system.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis forms an integral part of this
report and gives detail of the overview, industry structure and
developments, different product groups of the Company, operational
performance of its various business segments
CORPORATE GOVERNANCE
The company has taken the requisite steps to comply with the
recommendations concerning Corporate Governance.
A separate statement on Corporate Governance together with a
certificate from the auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under clause 49 of the
listing agreement forms part of this Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
The prescribed particulars of Employees required under Section 197(12)
of Companies Act 2013 read with Rule 5(1) the Companies (Appointment
and Remuneration of Managerial Personnel) Rule, 2014 as amended rules
are not applicable to the company and hence not provided. There are no
employees who come under the purview of section 197 (12).
Directors' Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuing
compliances with the provisions of section 134(3)( C ) read with
Section 134(5) of the companies Act, 2013 in the preparation of annual
accounts for the year ended on 31st March 2015 and state that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed and no material departures from the same;
ii) the Directors have selected such accounting policies and applied
consistently and made judgment and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March 2015 and of the profit of the company for
the year ended on that date;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a going concern
basis;
v) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial control are
adequate and are operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively;
INTERNAL CONTROL SYSTEM
The Company has in place Internal Control system, commensurate with
size & complexity of its operations to ensure proper recording of
financial and operational information & compliance of various internal
controls & other regulatory & statutory compliances. During the year
under review, no material or serious observation has been received from
the Internal Auditors of the company for inefficiency or inadequacy of
such controls.
Independence of the audit and compliance is ensured by the direct
reporting of Internal Audit Division and Internal Auditors to the Audit
Committee of the Board.
AUDITORS
M/s K.K. Kabra & Co., Chartered Accountants, (Firm Registration Number
104493W) the Statutory Auditors of the Company retires at the
conclusion of the ensuing Annual General Meeting and are eligible for
re- appointment. The Company has received a certificate from them to
the effect that their appointment, if made, would be within the limits
prescribed under Section 139(1) of the Companies Act, 2013.
Accordingly, they are proposed to be re-appointed as Statutory Auditors
of the Company for the year 2015-16.
AUDITORS' REPORT
Note on financial statement referred to in the Auditor's Report is
self- explanatory.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY
The Net worth of the company has been fully eroded. Company Loan
Account declare as NPA in September 2014 and Company have failed to pay
interest and principal loan amount borrowed from bank (Punjab National
Bank, Allahabad Bank). Bank has initiated collection of its dues and
has announced auction of company property as on 19th June 2015, against
which company has filed a stay petition in court and also filed
objection against Bank and submitted restructuring proposal to bank.
Bank also offered to your company in OTS Scheme, which affect the
financial position of the company or may require disclosure.
SUBSIDIARY COMPANY
The Company had only one foreign wholly owned subsidiary i.e. Tulsi
International FZE, Sharjah, UAE, which was closed down in the 3rd
Quarter and company has reported the same.
SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2015
Pursuant to the provisions of section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rule, 2014 The Board has appointed M/s Milan Mehta &
Associates., Company Secretaries (C.P. No 6401), to conduct Secretarial
Audit for the financial year 2014- 15.
Secretarial Audit Report issued by M/s Milan Mehta & Associates.,
Company Secretaries in Form MR-3 for the financial year 2014-15 forms
part to this report Annexure V. The said report does not contain any
observation or qualification requiring explanation or adverse remark.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
During the financial Year 2014-15, year company has entered in to
transactions with related parties as defined under Section 2 (76) of
the Companies Act, 2013, read with Companies (Specification of
Definitions Details) Rules, 2014 which were in the ordinary course of
business & on arm's length basis & in accordance with the provisions of
the Companies Act, 2013 Rule issued there under & Clouse 49 of the
Listing Agreement. During the financial year 2014-15, there were no
transactions with related parties which qualify as material
transactions with related parties which qualify as material
transactions under the Listing Agreement.
The details of the related party transactions as required under
Accounting Standard -18 are set out in Note- 44 to the standalone
financial statement forming part of this Annual Report.
The Form AOC-2 pursuant to section 134 (3) (h) of the Companies Act
read with Rule 8(2) of the Com (Accounts) Rule, 2014 is set out as
Annexure VI to this Report.
VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
A "Vigil Mechanism Policy" for Directors and employees of the Company
is constituted, to pro mechanism which ensures adequate safeguards to
employees and Directors from any victimized rising of concerns of any
violations of legal or regulatory requirements, incorrect or
misrepresent any, financial statements and reports, etc.
COST AUDITOR
Company has appointed Sushil Kumar Mantri & Associates, Cost
Accountants for conducting cost a the financial year 2014-15 & 2015-16.
CODE OF CONDUCT COMPLIANCE
A declaration signed by the Chairman and Director affirming compliance
for the Financial Year 2 with the Company's Code of Conduct by the
Directors and Senior Management as required under 49 of the Listing
Agreement with Stock Exchanges, is annexed and forms part of the
Directors' Re
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo re to be given pursuant to Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8 of the Com (Accounts)
Rule, 2014 is annexed herewith as Annexure-I to this report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMETS AD SECURITIES
The company has not given any loans, directly or indirectly or
guarantees or provided any security or any investment covered under
section 186 of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the company and the init undertaken by the company on CSR activities
during the year are set out in Annexure of this Report format
prescribed in the Company's Corporate Social Responsibility Policy
2014. (Annexure VII)
OTHER DISCLOSURES
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITIO AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
ACKNOWLEDGEMENT
The Board of Directors wishes to express its gratitude and record its
sincere appreciation for the commitment and dedicated efforts put in by
all the employees. Your Directors take this opportunity to express
their grateful appreciation for the encouragement, co-operation and
support received by the company from the local authorities, banker,
customers, suppliers and business associates and deep sense of
appreciation for the committed services by the executives, staff and
workers of the Company.. The directors are thankful to the esteemed
shareholders for their continued support and the confidence reposed in
the Company and its management.
For and on behalf of the Board of Directors
Om Prakash Jhavar
(Chairman)
Place: Jalgaon
Date: 03rd September 2015
CIN: L29120MH1994PLC081182
TEL NO: 0257-2272732
FAX No: 0257-2210052
E-mails: contact@tulsigroup.com
Website: www.tulsigroup.com
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