| Dear Members,
The Directors have pleasure in presenting their Twentieth Annual
Report together with the Audited Statement of Accounts for the year
ended as at March 31, 2015.
FINANCIAL RESULTS
Rs. in '000
Financial Year Financial Year
2014-15 2012-13
(15 months) (15 months)
Total Incomes 1,11,17,203 1,08,03,774
Rs. Profit before Depreciation & Tax 1,00,848 1,00,993
Less: Depreciation 7,854 7,802
Profit before Tax 92,994 93,191
Less: Provision for Tax 29,665 31,304
Profit available for appropriation 63,328 61,887
Appropriation
Profit(Loss) carried forward 63,328 61,887
FINANCIAL PERFORMANCE
During the year under review, your Company has achieved a turnover of
Rs. 1117.20 Crores (15 months) on a standalone basis as against Rs.
1077.80 Crores in the previous year(15 months), a 3.65% increase over
the previous year. The net profit after tax stood at Rs. 6.33 Crores as
against Rs. 6.19 Crores in the previous year.
We can see clearly that the Company performed significantly better in
the financial year 2014-15.
CHANGE IN FINANCIAL YEAR
To align the financial year of the company with the provisions of the
Companies Act 2013, the current Financial Year of the Company was
extended by 3 months. Accordingly, the audited financial statements for
the current financial year have been prepared for a period of fifteen
months beginning January 1, 2014 and ending on March 31, 2015.
DIVIDEND
The Board has decided not to recommend payment of dividend. Though the
Board had recommended the payment of dividend in its earlier board
meeting held on June 6, 2015, after considering and approving the
Audited Financial Statements for the year ended March 31,2015. But in
supersession of the earlier recommendation and keeping in view its
financial position at present the Board has taken aback its
recommendation. The company is going through severe financial
constraints at the moment and it had incurred unexpected losses in the
last quarter ended June 30, 2015. So, the Board of Directors have
decided to retain the profits for the future and have considered it
financially prudent in long-term interests of the Company to reinvest
the profits as at the end of the financial year into the business of
the Company and to utilize the reserves base for the future projects in
hand and grow the business of the Company. In the view of the above no
dividend therefore been recommended for the Financial Year ended March
31, 2015. The Directors submit that it would enhance the shareholders
value in long term.
FIXED DEPOSITS
During the year under review, your Company has not accepted/renewed any
deposits from the public in terms of Section 58A of the Companies Act,
1956 read with Companies (Acceptance of Deposit) Rules, 1975 and Rules
amended thereafter.
PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act 2013, in the prescribed Form
AOC -2, is appended as Annexure I to the Board's Report.
With reference to Section 134(3) (h) of the Companies Act, 2013, all
contracts and arrangements with related parties under Section 188(1) of
the Act, entered by the Company during the financial year, were in the
ordinary course of business and on an arm's length basis. During the
year, the Company had not entered into any contract or arrangement with
related parties which could be considered 'material' according to the
policy of the Company on Materiality of Related Party Transactions.
LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans, guarantees and investments made by the Company
pursuant to Section 186 of the Companies Act, 2013 are given in the
Notes to the Financial Accounts.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as AnnexureII
CORPORATE SOCIAL RESPONSIBILTY
Today, Corporate Social Responsibility has become a worldwide concept
whereby organizations consider the interests of society by taking
responsibility for the impact of their activities on customers,
employees, shareholders, communities and the environment in all aspects
of their operations.
As per Section 135 of the Companies Act 2013, a Corporate Social
Responsibility (CSR) Committee has been formed by the Company. Your
Company undertakes its Corporate Social Responsibility (CSR) activities
through a variety of effective programs. The main areas of CSR
activities are women safety and empowerment.
Even though the Company has implemented the CSR but due to operational
constraints the management could not insure its due compliance an
execution, hence worth the management has decided to tighten its belt
to ensure timely execution of CSR in the next financial year.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on the Management Discussion & Analysis of the
financial position and the results of the operation of the Company for
the year under review is annexed to this Report as required under
Clause 49 of the Listing Agreement with the Stock Exchanges.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors at its Meeting held on March 31, 2015, had
appointed Mr. Abhishek Mishra, Mr. Sumedh Khanna Bharadwaj, as an
Additional Director (Non Executive & Independent) Mr. Mukesh Jain and
Mr. Vishal Bakshi as Independent Directors of the Company for a term of
five years w.e.f. March 31, 2015 to March 30, 2020 subject to the
members of the Company. The Company has received declarations from all
Independent Directors that they meet the criteria of independence as
laid down under Section 149(6) of the Act and Clause 49 of the Listing
Agreement.
The Board of Directors at its Meeting held on July 7, 2015, had
appointed Mrs. Abhilasha Agarwal as Whole Time Director for a period of
5 years with effect from July 7, 2015 to July 6, 2020 subject to the
approval of members of the Company.
In the same Board Meeting held on July 7, 2015 the Board of Directors
also accepted the resignation tendered by Mr. Trinadh Kiran Vemuri from
the Post of Whole Time Director and Mr. Vishal Bakshi from the post of
Independent Director due to their personal and unavoidable
circumstances.
Mr Ravi Joshi retires at the AGM and has offered himself for
re-appointment.
Necessary resolutions for the appointment of the aforesaid Directors
have been included in the Notice convening the ensuing AGM and details
of the proposal for appointment are mentioned in the Explanatory
Statement to the Notice.
The Board of Directors at its Meeting held on July 15, 2015, had
appointed Mr. Manish Kant Agarwal as Chief Executive Officer and Key
Managerial Personnel ("KMP") of the Company and had re-appointed Mr.
Praveen Kumar Chowdhary as Chief Financial Officer and Key Managerial
Personnel of the Company.
Mrs. Abhilasha Agarwal, Whole Time Director; Mr. Manish Kant Agarwal,
Chief Executing Officer(w.e f July 15, 2015), Mr. Praveen Kumar
Chowdhary, Chief Financial Officer and Mrs. Deepti Dabral, Company
Secretary are the KMPs of the Company as per the provisions of the Act.
CORPORATE GOVERNANCE
Your Company has ensured continued compliance of Corporate Governance
requirements during the period under review. Your Company lays strong
emphasis on transparency, disclosures and independent supervision to
increase various stakeholders' value. Responsible corporate conduct is
integral to the way we do our business. Our actions are governed by our
values and principles, which are reinforced at all levels within the
Company. Our Company fully confirm to standards set out by SEBI and
other regulatory authorities and has implemented and complied with all
of its major stipulations. Our Directors are committed to conduct the
business of the Company with the highest level of integrity and
transparency.
As per Clause 49 of Listing Agreement, a report on corporate governance
along with Compliance Certificate from the Chartered Accountants forms
part of the Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Board of Directors of your
Company state:
(i) that in the presentation of the annual accounts, the applicable
accounting standards have been followed.
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments that are 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 March
31, 2015and of the profit and loss of the Company for the year ended
march 31, 2015.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, safeguarding the assets of the
Company and for preventing fraud and other irregularities.
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
(v) that the proper internal financial controls were followed by the
Company and such internal controls are adequate and were operating
effectively
(vi) that proper systems are devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and were operating effectively.
AUDITORS
M/s L M S C, Chartered Accountants, Auditors of the Company retire at
the ensuing Annual General Meeting and being eligible offer themselves
for re-appointment. The Board of Directors has recommended their
re-appointment as auditors.
The Auditors of the Company have made following remarks/observation in
their report:
1. As per "Point 2(c) of the Annexure"- "On the basis of our
examination of the records, we are of the opinion that the Company
should maintain site-wise real time record of stocks for better
control. At present company is maintaining inventory records at head
office in accounting software which are not real time and some
desirable information like goods in-out time, vehicle details etc. are
also not available in these records. In our opinion, company need to
improve record keeping with respect to the inventories"
2. As per "Point 9(a) of the Annexure" -"According to the records of
the company, we have noticed delays in payment of undisputed statutory
dues including Employees ' State Insurance, Income-tax, Sales- tax/VAT,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent
applicable and any other statutory dues as applicable. Following is
detail of such dues outstanding for more 6 months or more on close of
books of the company for the year:"
Nature of Nature of Dues Amount Period to which
Statute the amount
relates
Finance Act, Service Tax 0.61 Lacs FY 2013-14
1994
Finance Act, Service Tax 0.67 Lacs FY 2014-15
1994
Income Tax Income Tax in 228.38 Lacs FY 2013-14
Act,1961 relation to AY
2014-15
Nature of Due Date Date of
Statute Payment
Finance Act, Various dates Not paid till
1994 upto date of Audit
31.03.2014 Report
Finance Act, Various dates Not paid till
1994 upto date of Audit
05.10.2015 Report
Income Tax 30-Sep-14 Not paid till
Act,1961 date of Audit
Report
The Companies views:
The Company has taken the facility of go-downs all over India and all
the information regarding the stocks is received from go-downs. So,
afterwards the computerized records of the same are maintained at the
head office as per the information so received. However, for better
management and control the Company has started maintaining the detailed
records of the stock at the head office.
For the delay in payment of statutory dues: Even though the company has
made adequate turnover but the realization from its debtors has been
delayed. Hence there has been a delay in payment of due taxes.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act, the Board of
Directors has appointed M/s K.C. Singhal & Associates, Chartered
Accountants as the Internal Auditors for conducting Internal Audit of
the Company for the financial year 2014-2015.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act, the Board of
Directors has appointed Mr Umesh Agarwal, M/s Agarwal U. & Associates,
practicing Company Secretary for conducting secretarial audit of the
Company for the financial year 2014-2015. The Secretarial Audit Report
is annexed herewith as Annexure III.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
CONSERVATION OF ENERGY, TECHNOLOGY, & FOREIGN EXCHANGE
Since the Company is not involved in any manufacturing activity, the
particulars regarding conservation of energy and technology absorption
are not provided.
Particulars of Foreign Currency earning and outgo, during the year, are
annexed as Annexure IV
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 of the Companies Act,
2013 ("the Act") read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, will be provided upon request. In terms of
Section 136 of the Act, the Report and Accounts are being sent to the
members and others entitled thereto, excluding the information on
employees' particulars which is available for inspection by the members
at the Registered Office of the Company during business hours on working
days of the Company up to the date of the ensuing AGM. If any member is
interested in obtaining a copy thereof, such member may write to the
Company Secretary of the Company in this regard.
ACKNOWLEDGEMENT
Your Directors take on record their sincere appreciation to the
contributions made by the employees through their hard work,
dedication, competence, support and co-operation towards the success of
your Company. Your Directors wish to place on record their deep
appreciation and gratitude for the cooperation and assistance extended
to your Company by banks, government agencies, investors and business
associates. Your Directors are thankful to the members and investors
for their whole hearted support and for providing continuous strength
to the Company and its management.
Date: September 01, 2015 By Order of the Board
Place: New Delhi For FE (India) Limited
Sd/- Sd/-
Mukesh Jain Mukund Sharan
(Director) (Director)
DIN: 00059649 DIN: 00004881
| 