| The Directors have pleasure in presenting the Twenty Fifth Annual
Report on the business and opera- tions of the Company and the Audited
Accounts for the year ended 31st March, 2015 together with Auditors'
Report thereon.
1. FINANCIAL RESULTS:
The Financial Results for the year ended 31 st March, 2015 are
summarized below:
(Rs. In Lakhs)
PARTICULARS 2014-2015 2013-2014
Revenue from Operations 4599.58 4015.32
Other Income 119.39 44.12
Total Income 4718.97 4059.44
Total Expenditure 4301.68 3687.38
Profit before Interest, Depn. & Tax 417.29 372.06
Interest 43.94 51.45
Profit before Depn. & Tax 373.35 320.61
Depreciation 56.23 71.35
Goodwill written off 19.99 19.99
Profit before Tax 297.13 229.27
Add : Deferred Tax Liability (Net) -4.86 12.43
Provision for Tax 104.43 88.52
Profit after Tax 197.56 153.18
Add : Brought forward from previous year 129.68 36.16
327.24 189.34
Appropriations
Provision for Dividend 51.33 51.33
Tax on Dividend 10.45 8.33
Surplus carried to Balance Sheet 265.46 129.68
2. STATE OF COMPANY AFFAIRS:
During the year 2014-2015 you company achieved a turnover or Rs.4599.98
Lakhs against Rs.4015.32 Lakhs for the year 2013-2014 your company made
a net profit of Rs. 197.56 Lakhs during the year.
3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments affecting financial
position of the company between 31st March, 2015 and the date of
Board's Report.
4. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 is enclosed as Annexure "A"
to this report.
5. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/JV:
The Company does not have any subsidiary joint venture or associate
company.
6. DIVIDEND:
The Board of Directors recommended for your consideration a dividend on
equity share at 10% (Re. 1.00 per equity share) for the year ended 31st
March, 2015. The total amounts of outgo on account of these will
Rs.51.33 Lakhs towards dividend and Rs. 10.45 Lakhs towards tax on
dividend.
7. DIRECTORS
Smt. P.Himabindu having DIN: 06605646, retires by rotation at the
ensuing Annual General Meeting, and being eligible offers herself for
re-appointment.
Attention of the members is invited to the relevant items in the Notice
of the Annual General Meeting and the Explanatory statement thereto.
8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has not appointed Independent Directors and receiving
declaration from Independent Directors won't arise. The Company is
taking necessary step to appoint Independent Directors before the
closure of the current financial year.
9. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
For the purpose of selection of any Director, the Nomination &
Remuneration Committee identifies persons of integrity who possess
relevant expertise, experience and leadership qualities required for
the position and also takes into consideration recommendation, if any,
received from any member of the Board. The Committee also ensures that
the incumbent fulfills such other criteria with regard to age and other
qualifications as laid down under the Companies Act, 2013 or other
applicable laws. The Board has, on the recommendation of the
Nomination & Remuneration Committee framed a policy for selection,
appointment and remuneration of Directors & Senior Management.
10. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS:
The Board of Directors have carried out an annual evaluation of its own
performance, its various committees and individual directors pursuant
to the provisions of the Act and the Corporate Governance requirements
as prescribed under clause 49 of the Listing Agreement.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of various criteria such as
Board Composition, process, dynamics, quality of deliberations,
strategic discussions, effective reviews, committee participation,
governance reviews etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of criteria such
as Committee composition, process, dynamics, deliberation, strategic
discussions, effective reviews etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria
such as Transparency, Analytical Capabilities, Performance, Leadership,
Ethics and ability to take balanced decisions regarding stakeholders.
11. TRANSFER TO RESERVES
No amount was transferred to the reserves during the financial year
ended 31 st March, 2015.
12. NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors met 4 (Four) times on 26th May, 2014, 31 st July
2014, 31 st October, 2014 and 31st January, 2015 dates during this
financial year.
Name of the Director Number of meetings attended / total
meeting held during
the Financial Year 2014-2015
Sri C.Bhagavantha Rao 4 / 4
Sri P. Ram Rao 1 / 4
Smt. C.Neelima 4 / 4
Smt. PHimabindu 3 / 4
13. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company strongly believes in providing a safe and harassment free
workplace for each and every individual working for the Company through
various interventions and practices. It is the continuous endeavor of
the Management of the Company to create and provide an environment to
all its employees that is free from discrimination and harassment
including sexual harassment. During the year ended 31 March 2015, no
complaints pertaining to sexual harassment was received by the Company.
14. STATUTORY AUDITORS:
The Company's Auditors, M/s. Purnachandra Rao & Co. was appointed as
Statutory Auditors of your Company at the last Annual General Meeting
held on 27th September, 2014 for a term of three consecutive years. As
per the provisions of Section 139 of the Companies Act, 2013, the
appointment of Auditors is required to be ratified by Members at every
Annual General Meeting. They have confirmed their eligibility under
Section 141 of the Companies Act, 2013 and the Rules framed thereunder
for reappointment as Auditors of the Company.
The Report given by the Auditors on the financial statements of the
Company is enclosed as Annexure "B" to this Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report.
15. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors has appointed M/s.A.N.Sarma & Co., Company
Secretaries for conducting secretarial audit of the Company for the
financial year 2014 2015. The Secretarial Audit Report (Form MR-3) is
enclosed as Annexure "C" to this Report. The Remarks, Qualification and
Reservation of Secretarial Auditor have been mentioned in the Report
and the reasons for not appointing Independent Directors and Company
Secretary of the Company is explained as follows.
a. Company is engaged in a business where it finds difficult to find
Independent Directors who can understand and provide value addition to
the Company. And also, the company's registered office and factory is
located in a rural area to a building new capital of Andhra Pradesh and
it is finding difficult not only to appoint independent directors and
Company Secretary but also other resources.
b. Company undertakes to appoint Independent Directors and Company
Secretary of the Company in the current financial year and to comply
with all provisions of the Companies Act, 2013 and Listing Agreement.
16. LOANS, GUARANTEES & INVESTMENTS
The Company has not given loans, guarantees, securities and made
investments during the year under review, under the provisions of the
Companies Act, 2013 and the rules framed thereunder.
17. RELATED PARTY TRANSACTIONS:
There are no related party transactions made by the company with its
promoters, directors or the management, their relative conflicting with
company's interest during the year under review, under the provisions
of the Companies Act, 2013 and the rules framed thereunder.
18. COMPOSITION OF AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included
in the Corporate Governance Report which forms a part of this Report.
19. RISK MANAGEMENT POLICY:
The Company has developed and implemented a risk management policy
which identifies major risks which may threaten the existence of the
Company. The same has also been adopted by your Board and is also
subject to its review from time to time.
20. INTERNAL FINANCIAL CONTROLS :
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board & to the
Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company.
Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
21. CORPORATE SOCIAL RESPONSIBILTY:
The Provisions of Corporate Social Responsibility are not applicable to
the Company under the provisions of the Companies Act, 2013.
22. PUBLIC DEPOSITS
The Company has not accepted any deposit from the Public during the
year under review, under the provisions of the Companies Act, 2013 and
the rules framed thereunder.
23. VIGIL MECHANISM:
Pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013 and as per Clause 49 of the Listing Agreement, the Company
has Vigilance Mechanism comprising of Executive and Non Executive
Promoter Directors.
24. CORPORATE GOVERNANCE REPORT:
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. Report on Corporate
Governance is enclosed as Annexure "D" to this Report. Certificate
from the Statutory Auditors of the company confirming the compliance
with the conditions of Corporate Governance as stipulated under Clause
49 of the Listing Agreement is enclosed as Annexure "E" to this Report.
25. MANAGEMENT DISCUSSION ANALYSIS
The management discussion and analysis on the operations of the Company
as prescribed under clause 49 of the listing agreement is enclosed as
Annexure "F" to this Report.
26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Your Company strongly believes in providing a safe and harassment free
workplace for each and every individual working for the Company through
various interventions and practices. It is the continuous endeavor of
the Management of the Company to create and provide an environment to
all its employees that is free from discrimination and harassment
including sexual harassment.
During the year ended 31 March 2015, no complaints pertaining to sexual
harassment was received by the Company.
27. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134 of the Act, the Directors, based on the
representation received from the Directory hereby confirm that:-
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
b) They have, in the selection of the accounting policies, consulted
the statutory auditors and have 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 of the company for that period;
c) They have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of adequate accounting
records in accordance with the provisions of the Act, for safeguarding
the assets of the company and for preventing and detecting fraud and
other regulations
d) They have prepared the annual accounts on a going concern basis.
e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
a. Conservation of Energy:
( i ) the steps taken or impact on conservation of energy
The company does not belong to the category of power intensive
industries and hence consumption of power is not significant. However
the management is aware of importance of conservation of energy and
also reviews from time to time the measures taken/ to be taken for
reduction of consumption of energy. Your company continues its efforts
to conserve energy wherever practicable by econom izing on the use of
power through better utilization of equipment and proper production
planning.
( ii ) the steps taken by the company for utilizing alternate sources
of energy NIL the capital investment on energy
( iii ) conservation equipment's NIL
b. Technology Absorption :
(i) the effrorts towards technology absorption
Company is not based on any technology hence technological absorption
don't arise.
( ii ) the benefits derived like product improvement, cost reduction,
product development or import substitution NIL
( iii ) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)-
Company has not imported Foreign Technology
(a) the details of technology imported NIL
(b) the year of import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed, areas where absorption h as not taken place,
and the reasons thereof NIL
( iv ) the expenditure incurred on Research and Development NIL
29. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
No significant and material orders passed by the regulators or Courts
or Tribunals impacting the going concern status and the company's
operations in future.
30. RATIO OF REMUNERATION TO EACH DIRECTOR:
Details / Disclosures of Ratio of Remuneration to each Director to the
median employee's remuneration to this Annual Report -
( Rs. in Lakhs )
Remuneration Paid
Name Designation 2014-15 2013-14
Sri C.Bhagavantha Rao Managing 12.00 8.43
Director
Smt C.Neelima Whole time 9.60 6.00
Director
Name Increase in Ratio/Times per
Remuneration from Median of Emp.
previous year Remuneration
3.58 15 times
3.60 11 times
31. QUALITY SYSTEM:
Your Company's certificate for quality systems under ISO 9001:2008 from
ODC Standards Certification (India) Pvt. Ltd., Hyderabad continues to
be valid.
32. DISCLOSURE AS PER LISTING AGREEMENT: Clause 32:
The Cash flow statement in accordance with Accounting Standard and Cash
Flow Statement (AS3) issued by ICAI is appended to this Annual Report.
Clause 43A:
The Company's shares are listed on Bombay Stock Exchange Limited, Floor
25, P.J.Towers, Dalal Street, Mumbai - 400001. The annual listing fee
to BSE Limited for the year 2014-2015 has been paid.
33. PARTICULARS OF EMPLOYEES:
Information as per Section 197 (12) of the Companies Act, 2013, read
with rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 is provided in a separate annexure
forming part of this report. Further, pursuant to the proviso to
section 136 (1) of the Companies Act, 2013, the report and the accounts
are being sent to the members excluding the aforesaid annexure. In
terms of section 136 of the Act, the said annexure is open for
inspection at the Registered Office of the Company. Any shareholder
interested in obtaining a copy of the same may write to the registered
office address of the Company.
There are no employees drawing remuneration as prescribed in Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
34. ACKNOWLEDGEMENTS:
Your Directors wish to express their grateful appreciation for the
assistance and cooperation received from State Bank of India, State
Bank of Hyderabad, Customers and Suppliers. Cordial relations prevailed
during the year with all the employees. Your Directors wish to place on
record their deep sense of appreciation of the valuable work done and
co-operation extended by them at all levels.
Your Directors also wish to express their gratitude to investors for
the continued faith reposed by them in the Company.
By Order of the Board
For INCAP LIMITED
C.BHAGAVANTHA RAO
MANAGING DIRECTOR
DIN : 00218713
VIJAYAWADA
25th July, 2015
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