| Dear Members,
The Directors have pleasure in presenting the Twenty Seventh Annual
Report together with the Audited Accounts for the year ended 31st March
2015.
Financial Results:
(Figures in Rs. '000)
Year ended Year ended
31.03.2015 31.03.2014
Net Income from operations and other income 312708 307287
Profit Before Depreciation, Interest & Tax 11792 10925
Interest 4877 5078
Depreciation 2383 4574
Profit/Loss before Tax 3373 1273
Provision for Taxation & Previous year taxes 1065 1100
Deferred Tax (68) (688)
Profit/Loss after Tax 2375 879
Balance Brought forward from Previous year 13602 12723
Leaving a balance to be carried forward 15977 13602
OPERATIONS:
Your Directors have to report that the net Income from operations for
the year is Rs 31.35 crores against last years Rs. 30.73 crores
exclusive of Inter Unit Transfers of Rs.9.56 crores against Rs 6.76
crores last year. The profit before taxes is Rs. 33.73 lacs against Rs.
12.73 lacs in previous year. After provision for income taxe amounting
to Rs.10.65 lacs and write back of Deferred Tax Liabilities of Rs.
0.68 lacs, Net Profit amounts to Rs.23.75 lacs, against Rs.8.79 lacs
last year. The Net Profit is higher mainly on account of lower
depreciation. Adding the brought forward profit of Rs. 136.02 lacs, the
balance of Rs. 159.77 lacs is carried over to the next year.
During the year sales increased marginally in value terms compared to
last year. The prices of various raw materials increased substantially,
which could not be passed on to customers. The Directors initiated cost
reductions measures during the year under review. In spite of that the
net profit was lower. There is huge competition from other
manufacturers as reported in the last year and the directors do not
expect the situation to improve in the foreseeable future as order
inflows have reduced in the current year.
DIVIDEND:
Looking to small profit, Your Directors want to conserve the funds for
use in working capital and as such do not declare any dividend for the
year.
CLOSURE OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer Books of the Company will be
closed with effect from 23rd September, 2015 to 30th September, 2015
(both days inclusive).
TRANSFER TO RESERVES:
The Company did not transfer any amount to General Reserve during the
year.
SHARE CAPITAL:
The Authorized Share Capital of the Company is 5,00,00,000/- (Rupees
five Crores only) divided into 50,00,000 Equity Shares of 10/- each. As
on March 31, 2015 the paid-up share capital of the Company is
4,00,00,000 (Rupees four Crores only) divided into 40,00,000 Equity
Shares of 10/- each. During the year your Company has not issued any
equity shares.
DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and as such, no amount of
principal or interest was outstanding as at March 31, 2015.
PERSONNEL:
The Company does not have any employee whose particulars are required
to be given under section 217(2A) of the Companies Act, 1956 read with
the companies (Particulars of Employees) Rules, 1975.
DIRECTORS
Sri B.M. Banerjee and Sri S.K. Joshi, Directors who retires by rotation
as required under company's act and being eligible, offers themselves
for reappointment. Smt. Rajee Sharma was appointed as women Director in
the Board in terms of SEBI Guidelinesand being eligible, offers herself
for re-appointment.
MANAGEMENT DISSCUSSION AND ANYLYSIS REPORT:
A report on management discussion & analysis is enclosed as part "C" of
the Directors Report as per requirement of the listing agreement with
the Stock Exchanges.
BOARD EVALUATION:
Pursuant to the provisions of Section 134 (3) (p) of the Companies Act,
2013 and Clause 49 of the Listing Agreement, a structured questionnaire
was prepared after taking into consideration of the various aspects of
the Board's functioning, composition of the Board and its Committees,
culture, execution and performance of specific duties, obligations and
governance.
The performance evaluation of the independent Directors was completed.
The performance evaluation of the Managing Director and the
non-independent Directors was carried out by the independent Directors.
The Board of Directors expressed their satisfaction with the evaluation
process.
DETAILS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:
The Company has not given any loans or guarantees covered under the
provisions of Section 186 of the Companies Act, 2013 except as
mentioned in annual report.
AUDITORS REPORT & AUDITORS' OBSERVATION:
There is no audit qualification in the Company's financial statements.
The company continues to adopt practices to ensure best practice as per
Indian Accounting Standards. The Notes on Accounts referred to in the
Auditors' Report enclosed are self-explanatory and do not call for any
further comments.
STATUTORY AUDIT:
M/s R.C. Jhawer & Co., Chartered Accountants (Reg. No. 110068E), the
statutory auditors of the Company, were appointed as Statutory Auditors
for 1 year at the Twenty Sixth Annual General Meeting of the Company
held on 30.09.2014. The Board recommends their re-appointment for 5
years.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 Secretarial Audit has been carried out by M/s J Patnayak &
assosiates, Kolkata a firm of company Secretaries in practice. The
Secretarial Audit Report is annexed herewith as "Annexure I". The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remarks.
COST AUDIT:
The Cost Audit Report for the Financial Year 2013-14 was filed with
Ministry of Company Affairs.
AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were
accepted by the Board. The composition of the Audit Committee is as
described in the Corporate Governance Report.
LISTING:
The shares of the Company are listed at Bombay Stock Exchange,
Ahmedabad Stock Exchange, Bhubaneswer Stock Exchange and Calcutta Stock
Exchange Limited. The Scrip Code at BSE is 518075 and at CSE is 13054.
ISIN No. for Demat of Shares is : INE377C01010
The respective listing fees have been paid to Bhubaneswar & Ahmedabad
Stock Exchanges up to the year 2014-15.
RECONCILIATION OF SHARE CAPITAL:
As directed by Securities Exchange Board of India (SEBI),
Reconciliation of Share Capital is being carried out quarterly by a
practicing Company Secretary. The findings of the Reconciliation of
Share Capital were satisfactory.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to section 134 (3) (c) of the Companies Act, 2013 the Board of
Directors of the Company confirm that;
(i) in the preparation of annual accounts, the applicable Accounting
Standards as specified by the Institute of Chartered Accountants of
India have been followed and that there has been no material departures
from the same;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for that period.
(iii) the Directors have taken proper and sufficient care, to the best
of their for the maintenance of adequate accounting records in
accordance with the provision of the Companies Act 1956 for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities; and
(iv) the annual accounts have been prepared on going concern basis.
SUBSEQUENT EVENTS:
There are no material changes and commitments affecting the financial
position of the company which have occurred between March 31, 2015 and
the date of the report except the order inflows have come down and the
Raigarh unit is running at a lower capacity.
NUMBER OF BOARD MEETINGS DURING FY 2014-15:
During the FY 2014-15 the number of meeting of Board of Directors of
the Company comes to 6 (Six). The details of the number of meetings of
the Board held during the financial year forms part of the Corporate
Governance Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The prescribed details as required Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
are set out in Annexure 'A' forming part of this report.
DECLARATION OF INDEPENDENCE:
The Company has received Declaration of Independence from Mr. S.K.
Joshi (DIN- 01457519), Mr. Uttam Jhawar (DIN- 00631065), Mr. Sanjay
Bansal (DIN - 00142576) the Independent Directors of the Company as per
sub-section (6) of Section 149 of the Companies Act, 2013. The
declarations are annexed to the Report as Annexure II
REMUNERATION & NOMINATION POLICY:
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
senior Management of the Company. This policy also lays down criteria
for selection and appointment of Board Members. The detail of the
policy is explained in the Corporate Governance Report.
RELATED PARTY TRASACTION:
There are no materially significant related party transactions made by
the company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of
the Company at large.
VIGIL MECHANISM POLICY:
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies,
the Company is committed to the high standards of Corporate Governance
and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any.
The FRM Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out
to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
WHISTLE BLOWER POLICY:
The Company has a "Whistle Blower Policy" to report genuine concerns or
grievances. The Whistle Blower Policy has been posted on the website of
the Company.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in
the Company's shares and prohibits the purchase or sale of Company
shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed.
The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code.
REMUNERATION COMMITTEE: The remuneration committee is duly formed. The
recommendations of the remuneration committee is considered by audit
committee and forwarded to the Board.
SUBSIDIARIES: The Company does not have any subsidiaries.
MANAGERIAL REMUNERATION:
Executive Directors are paid remuneration by way of salary, commission,
perquisites and retirement benefits as recommended by the Nomination
and Remuneration Committee and approved by the Board and shareholders
of the Company.
Key Managerial Personnel and senior Management Personnel are paid
remuneration by way of salary (comprising fixed components and variable
component). Remuneration to Directors, Key Managerial personnel
involves a balance between fixed and incentive pay reflecting short and
long term performance objectives appropriate to the working of the
Company and its goals.
The Company does not have any Stock Option Scheme. No severance pay is
payable on termination of appointment.
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a business risk
management committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part
of the Boards report. At present the company has not identified any
element of risk which may threaten the existence of the company.
REGARDING KEY MANAGERIAL PERSONNEL:
The Company has appointed/designated the following as the Key
Managerial Personnel of the Company:
Mr. S.N. Kabra - Managing Director
Mr. Binod Sharma - Jt. Managing Director
Mr. P.D. Somani - Chief Financial Officer
Selection and appointment of key managerial persons was done on
recommendations of audit and remuneration committee.
EXTRACTS OF ANNUAL RETURN IN MGT- 9:
The details forming part of the extract of the Annual Return for the
year ended on 31.03.2014 in Form MGT-9, as required under Section 92 of
the Companies Act, 2013, is included in this Report as Annexure- III
and forms an integral part of this Report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
Annexure as mentioned below, together with the Certificate from the
auditors of the Company regarding compliance with the requirements of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement.
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges,
the following form part of this Annual Report:
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO:
Details regarding the present energy consumption including captive
generation, technology absorption, foreign exchange earning and outgo
are furnished in Annexure-'A' as per the requirements of the Companies
(Disclosure of particulars in the report of the Board of Directors)
Rules, 1988, other reports includes:
(i) Report on Corporate Governance - (Annexure 'B');
(ii) Management Discussion & Analysis Report - (Annexure 'C').
ACKNOWLEDGEMENT AND APPRECIATION:
The Board wishes to place on record their sincere thanks to the
Employees of the Company for their sincere and hard work. The Board
also wish to place on record their sincere thanks to the Company's
Bankers the ALLAHABAD BANK, KOLKATA and convey their gratitude and
thanks to the Company's esteemed share holders, customers and other
business associates for their support.
Place: Kolkata For and by Order of Board
Dated : The 21st day of August, 2015
S. N. Kabra Binod Sharma
Managing Director JT. Managing Director |