| Dear members,
The Directors hereby present the Forty Second Annual Report together
with audited financial statements for the year ended 31st March, 2015.
Financial Results
2014-15 2013-14
(Rs.in lacs) (Rs.in lacs)
GROSS REVENUE 18909 10828
Profit before Interest,
Depreciation and Tax (EBITDA) 144 636
Interest 361 220
Depreciation 324 (685) 234 454
Profit before Tax (PBT) (541) 182
Provision for Current tax - (67)
Provision for deferred tax
(Net of due to change in
Depreciation as per
Companies Act, 2013) (156) (156) 7 60
Profit after tax (PAT) (385) 122
Tax adjustment of earlier year 8 -
Add: Surplus brought forward
from last year 4043 3968
Profit available for appropriation 3666 4090
Appropriations:
General Reserve 10 10
Dividend 16 32
Dividend Distribution tax 3 5
Balance Carried Forward 3637 4043
DIVIDEND
Considering the accumulated surplus and future prospects, your
Directors are pleased to recommend a final dividend of Re. 0.50 per
equity share of face value of Rs.10/- each for the year ended 31st
March, 2015, for approval by the shareholders at the forthcoming
Annual General Meeting.
OPERATIONS AND FUTURE OUTLOOK
The year witnessed a sluggish market scenario with few new projects
coming up. Inspite of the adverse conditions, the Company has not only
been able to sustain, but has also been able to increase the business
volume and achieve positive earnings before interest, depreciation and
tax (EBITDA). However, the increase in total cost could not be
recovered in full, hence the operational results are negative.
Details about the performance as also the future outlook have been
given under the head Functional Highlights and Management Discussion
and Analysis in the annexed report on the Corporate Governance.
During the year, there has been no change in the nature of business
of the Company. The Company has no subsidiary or associated Company
therefore disclosures in this regard has not been provided in this
Report.
The details of refractories produced and dispatched by the units of the
Company are given as under:-
Dalmiapuram Works
FY15 FY14
Production (MT) 40895 41228*
Despatches (MT) 37761 -
*The production of refractories during the year 2013-14 were in
respect of the orders received from Dalmia Refractories (a division of
Dalmia Bharat Limited) pursuant to the Job work arrangement between
the Company and Dalmia Bharat Limited. However, as reported earlier,
the said arrangement has been discontinued w.e.f Is* April 2014.
INDUSTRIAL RELATIONS
Industrial relations at all the units of the Company remained
harmonious and cordial during the year under review. The Directors
wish to convey their sincere appreciation for the cooperation and
support provided by the employees of the Company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of the Companies Act, 2013, regarding the Corporate
Social Responsibility are not applicable to the Company. However, the
Company is fully aware of its social responsibilities and is providing
time to time assistance through the local institutions to benefit the
local residents of the nearby areas, where the Company's plants are
located.
LISTING OF SECURITIES
During the year, the Securities of the Company were listed at Calcutta
Stock Exchange, Delhi Stock Exchange and Madras Stock Exchange.
However, Securities and Exchange Board of India (SEBI) vide its order
dated 19th November, 2014 derecognized Delhi Stock Exchange and had
also passed exit orders dated 14th May, 2015 against Madras Stock
Exchange, which had sought voluntary exit from the stock exchange
activities. Now, the Company continues to remain listed at Calcutta
Stock Exchange for which the annual listing fees has been paid for the
year 2015-16.
Also, consequent to voluntary exit of Madras Stock Exchange from stock
exchange business, the agreement between National Stock Exchange and
the said exchange had been discontinued and therefore, the shares of
the Company are no more being traded on the trading platform of
National Stock Exchange.
DISCLOSURE
There were no significant and material orders passed by regulators or
courts or tribunals impacting the going concern status of the Company
and Company's operations in future.
CORPORATE GOVERNANCE
As required under Clause 49 of the listing agreement entered with the
Stock Exchanges, a separate Report on the Corporate Governance
practices followed by the Company have been annexed to and forms the
part of this Report. The Auditors' Certificate confirming compliance
of Corporate Governance Code is also attached as annexure and forms
part of this report.
DEPOSITS
During the year, the Company has not accepted deposits from public.
EXTRACT OF ANNUAL RETURN
As per provisions of Section 134 of the Companies Act 2013, the details
forming part of the extract of the Annual Return is attached to this
Report as 'Annexure I' in Form MGT 9.
DIRECTORS
The Board of Directors had on the recommendation of the Nomination and
Remuneration Committee appointed Smt. Leena Rawal as Woman
(Additional) Director w.e.f. 31st March, 2015, pursuant to the
provisions of Companies Act, 2013 and Listing Agreement entered with
the Stock Exchanges. In terms of section 161(1) of the Act, Smt. Leena
Rawal shall hold office upto ensuing Annual General Meeting of the
Company. The Company has received a requisite notice in writing from a
member proposing the candidature of Smt. Leena Rawal for appointment
as Director whose period of office shall be
Shri C. Nagaratnam, Director retires by rotation in terms of
provisions of the Companies Act, 2013 at the ensuing Annual General
Meeting of the Company and offers himself for re-appointment.
The above named Directors have furnished their respective declarations
in Form DIR-8 pursuant to the provisions of section 164(2) of the
Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014.
During the year, the members approved the appointment of Shri N.
Gopalaswamy, Shri P.D. Mathur and Shri M.K. Doogar as Independent
Directors who are not liable to retire by rotation.
Further, all Independent Directors have given their respective
declarations that they meet the criteria of independence as laid down
under section 149(6) of the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD
During the year, four Meetings of the Board and one meeting of
Independent Directors were convened and held. The time gap between two
consecutive meetings of the Board did not exceed one hundred and twenty
days. The details of such meetings are given in the Corporate
Governance Report annexed to this Report.
COMMITTEES
During the year under review, your Directors have
constituted/reconstituted the following Committees of the Board in
accordance with the requirements of the Companies Act, 2013 and Listing
Agreement. The composition, terms of reference and other details of
all Board level Committees have been elaborated in the Corporate
Governance Report annexed to this Report.
AUDIT COMMITTEE
The Committee comprises of four Non-Executive Directors as its members
with Independent Directors forming a majority. The Chairman of the
Committee is an Independent Director. The Audit Committee assist the
Board in the dissemination of financial information and in overseeing
the financial and accounting processes in the Company. During the
year, there were no such instances where the Board had not accepted
the recommendation of the Audit Committee.
In order to ensure that activities of the Company and its employees
are conducted in a fair and transparent manner, the Company has
adopted a Whistle Blower Policy & Vigil Mechanism. The details of
which are available on the Company's website
"www.dalmiarefractories.com".
NOMINATION AND REMUNERATION COMMITTEE
The Committee comprises of four Non-Executive Directors as its members
out of which two are Independent Directors. The Chairman of the
Committee is an Independent Director.
The Board had on the recommendation of the Nomination and Remuneration
Committee framed the Nomination and Remuneration Policy to comply with
the provisions of Section 178 of the Companies Act, 2013 and amended
Clause 49 of the Listing Agreement. The Company's Nomination and
Remuneration Policy has been annexed as 'Annexure II' of this Report
and is also available atthe Company's website.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Committee comprises of three Non-Executive Directors as its
members. The Stakeholders'Relationship Committee considers and
resolves the grievances of the security holders of the Company.
RISK MANAGEMENT COMMITTEE
The Committee comprises of three Non-Executive Directors as its
members. The Committee has been entrusted with the responsibility to
assist the Board in framing, implementing and monitoring the risk
management plan for the Company.
The Company has long been following the principle of risk
minimization, which now has become mandatory. Therefore, in accordance
with the statutory requirements, risk assessment and minimization
procedures were discussed and besides formulation of appropriate
strategies, steps are being taken for mitigating inherent risks in
Business.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Board has carried out an annual
evaluation of its own performance and that of the directors
individually. The Directors have diverse qualification and experiences
in the field of finance, accounts, engineering, legal etc which makes
the Board as a whole effective and efficient. The Board has also
evaluated the adequacy of composition and working of its Audit
Committee, Nomination & Remuneration Committee, Stakeholders'
Relationship Committee. The performance evaluation of the Non-executive
Directors was carried out by the Independent Directors and the
performance evaluation of Independent Directors was carried out by the
entire Board. The evaluation of every Director's performance was based
on parameters such as level of engagement, contribution in terms of
improving business performance etc. as laid down in the Nomination &
Remuneration Policy of the Company.
KEY MANAGERIAL PERSONNEL
Shri C.N. Maheshwari, Chief Executive Officer and Shri Sudhir Kumar
Srivastava, Chief Financial Officer held the respective positions in
terms of listing agreement entered with the Stock exchanges and have
been designated as Key Managerial Personnel in terms of Section 203 of
the Companies Act, 2013 read with Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014w.e.f. 29th May,
2014.
Ms. Akansha Jain was appointed as Company Secretary in terms of
section 203 of the Companies Act, 2013 effective from 26th August,
2014.
CEO/CFO REPORT ON ACCOUNT
As required under Clause 49 of the Listing Agreement, the CEO/CFO's
Annual certification of financial reporting and Internal controls is
attached in this report.
AUDITORS & AUDITORS' REPORT STATUTORY AUDITORS
M/s. S.S. Kothari Mehta &Co., Chartered Accountants, were re-appointed
as Statutory Auditor of the Company to hold office for a period of
three years effective from the conclusion of last Annual General
Meeting of the Company held on 12th August, 2014 in accordance with
the provisions of Section 139 of the Companies Act, 2013 subject to
ratification by the members at every Annual General Meeting. A
certificate to the effect that their re-appointment, if made, would be
within the prescribed limits under the Act has been obtained.
The notes on financial statement referred to in the Auditors' Report
are self explanatory and do not call for any further comments. The
Auditors' Report does not contain qualification, reservation or
adverse remark.
COST AUDITORS
M/s. HMVN & Associates, Cost Accountants, were appointed as the Cost
Auditors of the Company to conduct the audit of the cost accounting
records of specified products for the year ended 31st March, 2015 in
accordance with the Section 148 of the Companies Act, 2013 read with
Companies (Cost Accounting Records) Rules, 2011. However, with the
notification of 'Cost Records and Audit' Rules, 2014 effective from
30th June, 2014 and amendments thereof, cost audit is not applicable
to the Company.
SECRETARIAL AUDIT
Secretarial Audit was conducted during the year by the Secretarial
Auditor, Shri N.C. Khanna, Practicing Company Secretary, in accordance
with the provisions of section 204 of the Companies Act, 2013. The
Secretarial Auditor's Report has been annexed as 'Annexure III' of
this Report. There are no disqualifications or observations or remarks
made by the Secretarial Auditor in the Report.
Shri N. C. Khanna, Practicing Company Secretary has been appointed as
Secretarial Auditor of the Company for the financial year 2015-16.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control commensurate with
the size of the Company and nature of its Business which are reviewed
periodically.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans, directly or indirectly, to any
person or to other body corporates or given any guarantee or provided
any security in connection with a loan to any other body corporate or
person. The Details of Investments made by
CONTRACTS AND ARRANGEMENTS
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties 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/arrangement/transaction with related
parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website. None of the Directors has any
pecuniary relationships or transactions vis-a-vis the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The particulars as prescribed under sub-section(m) of Section 134(3)
of the Companies Act, 2013, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, are given in Annexure-A which forms part of the
Directors' Report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the employees drawing remuneration
in excess of the limits set out in the said rules are NIL.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has
been annexed as 'Annexure IV' of this Report.
Your Directors further state that during the year under review, there
were no cases filed pursuant to Sexual Harassment of woman at
workplace (Prevention, Prohibition and Redressal) Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of the provisions of Section 134(5) of the Companies Act, 2013,
your Directors declare that:
i) in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
ii) the Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company atthe end of the financial year and of the
profit of the Company for that period;
iii) the Directors had taken proper and sufficient care 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 frauds and other irregularities;
iv) the Directors had prepared the annual accounts on a going concern
basis.
v) 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.
vi) 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.
ACKNOWLEDGMENT
The Directors also take this opportunity to place on record their
sincere thanks and appreciation to the Bankers and various State and
Central Government agencies for their co-operation and continued
support to the Company.
For and on behalf of Board
Place: New Delhi Deepak Thombre P. D. Mathur
Dated: May 21,2015 DIRECTOR DIRECTOR
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