| Dear Members,
The Directors have pleasure in presenting the 28th Annual Report of
your Company and the Audited financial statements for the financial
year ended 31st March 2015 together with Auditors' Report thereon.
FINANCIAL RESULTS
The performance of the Company during the year has been as under:
(Amount in Rs.)
CURRENT YEAR PREVIOUS YEAR
ENDED ENDED
31.03.2015 31.03.2014
Turnover 185308713 208586314
Other Income 3078753 1434240
Profit/(Loss) before
exceptional, items 8801931 21376075
Profit/(Loss) before Taxation 8801931 21366400
Net Profit after Taxation 5836136 14087596
PERFORMANCE
During the year under review the turnover of the Company Rs.18.53
Crores in comparison to the previous year's figure at Rs.20.85 Crores.
The company has achieved net profit after tax which is reported at Rs.
58.36 lacs in comparison to profit of Rs.140.87 lacs in the previous
year. The company has been trying hard to reduce the interest and other
costs and to get more profits. In future after adopting all cost
cutting measures and by improving its overall sales the company is
hopeful of performing much better and improves its profitability
accordingly.
DIVIDEND
Your Directors are pleased to recommend for approval of the members a
dividend @5% (Rs. 0.50 Paisa per equity share of face value of Rs. 10/-
each) for the financial year 2014-15. The total cash outflow on account
of dividend on equity shares for the financial year 2014-15 would
aggregate Rs.19,14,463 (inclusive of tax thereon).
RESERVES
During the year the Company has transferred an amount of Rs.1,596 to
General Reserves.
FIXED DEPOSITS
The Company has not accepted or invited any Deposits and consequently
no deposit has matured / become due for re-payment as on 31st March
2015.
DIRECTORS
In terms of the provisions of Section 149 of Companies Act, 2013 and
clause 49 of the Listing Agreement, Smt. Kalpana Pokerna and Smt. Seema
Jain has been appointed as Additional Director of the Company in the
category of Independent Woman Directors w.e.f 30.03.2015 based on the
recommendation of Nomination and Remuneration Committee.
Pursuant to Section 161(1) of the Act, Smt. Kalpana Pokerna and Smt.
Seema Jain holds office up to the date of forthcoming Annual General
Meeting of the Company and is eligible for appointment as Directors.The
Board recommends their appointment and accordingly resolution seeking
approval of the members for their appointments has been included in the
Notice of forthcoming Annual General Meeting of the Company along with
their brief profile.
Shri Rajesh Kumar Jain, Director of the Company will retire by rotation
at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement. Further,
there has been no change in the circumstances which may affect their
status as independent director during the year.
The brief particulars of the Directors seeking appointment /
re-appointment at this Annual General Meeting are being annexed to the
Corporate Governance Report.
Pursuant to the provisions of Section 203 of the Act, the appointment
of Shri Sunil Kumar Jain and Shri Rajesh Pokerna and Shri Sanjay Kumar
Jain, Whole-time Directors, Shri. Sunil Kumar Jain Chief Financial
Officer, Shri Prakash Chand Jain, Managing Director were formalized as
the Key Managerial Personnel of the Company.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out performance evaluation
taking into consideration of various aspects of the Board's
functioning, composition of Board, and its Committees, execution, and
performance of specific duties, obligations and governance. The
Performance of evaluation of Independent Directors was completed. The
Performance evaluation of Chairman and the Non-Independent Directors
was carried out by the Independent Directors. The Board of Directors
expressed their satisfaction with evaluation process.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy which lays down a framework in relation to
selection, appointment and remuneration to Directors, Key Managerial
Personnel and Senior Management of the Company. The Remuneration Policy
is stated in the Corporate Governance Report.
MEETINGS
During the year 12(Twelve) Board Meetings and 4(Four) Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the meetings
was within the period of 120 days as prescribed under the Companies
Act, 2013 and Clause 49 of the Listing Agreement.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business.
There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the
interest of the Company at large. All Related Party Transactions are
placed before the Audit Committee as also the Board for approval, where
ever required. Prior omnibus approval of the Audit Committee is
obtained for the transactions which are of a foreseeable and repetitive
nature. A statement giving details of all related party transactions
entered into pursuant to the omnibus approval so granted are placed
before the Audit Committee and the Board of Directors on a quarterly
basis. The Company has developed a Policy on Related Party Transactions
for the purpose of identification and monitoring of such transactions.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website.
The particulars of contracts and arrangements with related parties
referred to in sub-section (1) of section 188 is prepared in Form AOC-2
pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the
same is annexed herewith as "Annexure-I" to this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There are no significant and material orders passed by the Regulators/
Courts that would impact the going concern status of the Company and
its future operations.
AUDITORS
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules
framed there under, M/s. Agarwal Gupta Nokari & Rustagi Associates,
Chartered Accountants (Firm Regn No: 310041E) of the Company to hold
office for a period of 3 years from financial year 2014-2015 until
financial year 2016-2017, on such remuneration as may be agreed upon by
the Board of Directors and the Auditors in addition to reimbursement of
all out of pocket expenses in connection with the audit of the accounts
of the Company for the financial years.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. Rakhi Agarwal &
Associates, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the Financial Year 2014-15. The
Report of the Secretarial Audit Report is annexed herewith as
"Annexure-II".
Internal Auditors
M/s. S.B. Kabra & Co., Chartered Accountants performs the duties of
internal auditors of the Company and their report is reviewed by the
Audit Committee from time to time.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the stock
exchanges, is presented in a separate section forms part of the Annual
Report.
CORPORATE GOVERNANCE
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges.
A separate report on corporate governance practices followed by the
Company together with a Certificate from the Company's Auditors
confirming compliances forms an integral part of this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure-III".
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of
the Audit Committee of the Board.
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 and its subsidiaries. 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 corrective actions thereon are presented to the
Audit Committee of the Board.
RISK MANAGEMENT
The Board of the Company has formed a Risk Management Committee to
frame, implement and monitor the risk management policy/plan for the
Company and ensuring its effectiveness. The Risk Management Committee
oversees the Risk Management process including risk identification,
impact assessment, effective implementation of the mitigation plans and
risk reporting. The Audit Committee has additional oversight in the
area of financial risks and controls. Major risks identified by the
businesses and functions are systematically addressed through
mitigating actions on a continuing basis. The development and
implementation of risk management policy has been covered in the
management discussion and analysis, which forms part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behaviour
the company has adopted a vigil mechanism policy.
HUMAN RESOURCES
Many initiatives have been taken to support business through
organizational efficiency, process change support and various employee
engagement programmes which has helped the Organization achieve higher
productivity levels. A significant effort has also been undertaken to
develop leadership as well as technical/ functional capabilities in
order to meet future talent requirement.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
a) That in the preparation of the accounts for the financial year ended
31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review;
c) 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 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) That the Directors have prepared the accounts for the financial year
ended 31st March 2015 on a 'going concern' basis;
e) That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
f) That devised proper systems to ensure compliance with the provisions
of all applicable laws were in place and were adequate and operating
effectively.
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and outgo required to be disclosed under
Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014 are provided in the Annexure forming
part of this Report.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed there under.
During the financial year 2014-15, the Company received no complaints
on sexual harassment. PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls
within the purview of the limits prescribed under the provisions of
Section 197 of the Companies Act, 2013, read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
PARTICULARS OF REMUNERATION
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197(12) of Companies Act, 2013 and Rule 5 (1)
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided as follows:
(i) The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year;
Name of the Director Ratio to Median Remuneration
Sanjay Kumar Jain, WTD 10:3
Prakash Chand Jain,MD 25:7
Sunil Kumar Jain, CFO/WTD 25:7
Rajesh Pokerna , WTD 26:3
(ii) The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year;
Name of Person % increase in remuneration
Sanjay Kumar Jain, WTD -
Prakash Chand Jain,MD -
Sunil Kumar Jain, CFO/WTD -
Rajesh Pokerna , WTD -
Anubha Samariya Company Secretary -
(iii) The percentage increase in the median remuneration of employees
in the financial year - 10%
(iv) The number of permanent employees on the rolls of company - 46
(v) The explanation on the relationship between average increase in
remuneration and company performance;
On an average, employees received an increase of 10% The increase in
remuneration is in line with the market trends.
(vi) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the company;
Particulars Rs
Remuneration of Key Managerial Personnel (KMP)
during financial year 2014-15 (aggregated) 2568000
Total Revenue 185308713
Remuneration (as % of Total Revenue) 1.38%
(vii) variations in the market capitalisation of the company, price
earnings ratio as at the closing date of the current financial year and
previous financial year;
Particulars Unit As at 31.03.2015 As at
31.03.2014*
Closing rate of share at BSE Rs. 47.05
EPS (Consolidated) Rs. 1.84
Market Capitalization Rs 14,95,34,310
Price Earnings ratio Ratio 25.57
The Company is listed in BSE from 19th Day of September, 2014
(viii) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration;
The average increase in salaries of employees other than managerial
personnel in 2014-15 was 10% Percentage increase in the managerial
remuneration for the year was Nil
(ix) Comparison of the each remuneration of the Key Managerial
Personnel against the performance of the company;
Name of Person Remuneration Total Remuneration
(Rs) Revenue as % of
Total(Rs)
Revenue
Sanjay Kumar Jain, WTD 3,60,000 185308713 0.19%
Prakash Chand Jain,MD 6,00,000 185308713 0.32%
Sunil Kumar Jain, CFO/WTD 6,00,000 185308713 0.32%
Rajesh Pokerna , WTD 9,00,000 185308713 0.48%
Anubha Samariya Company
Secretary 1,08,000 185308713 0.06%
(x) The key parameters for any variable component of remuneration
availed by the directors - No.
(xi) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year - Nil.
(xii) Affirmation that the remuneration is as per the remuneration
policy of the company - Yes.
Your Directors wish to place on record their appreciation to employees
at all levels for their hard work, dedication and commitment. The
enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the industry, despite increased
competition from several existing and new players.
CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion &
Analysis describing the Company's objectives, expectations or forecasts
may be forward-looking within the meaning of applicable securities laws
and regulations. Actual results may differ materially from those
expressed in the statement. Important factors that could influence the
Company's operations include global and domestic demand and supply
conditions affecting selling prices of finished goods, input
availability and prices, changes in government regulations, tax laws,
economic developments within the country and other factors such as
litigation and industrial relations.
ACKNOWLEDGEMENTS:
The Board desires to place on record its sincere appreciation for the
support and co-operation that the Company received from the suppliers,
customers, strategic partners, Bankers, Auditors, Registrar and
Transfer Agents and all others associated with the Company. The Company
has always looked upon them as partners in its progress and has happily
shared with them rewards of growth. It will be the Company's endeavor
to build and nurture strong links with trade based on mutuality,
respect and co-operation with each other.
For and on behalf of the Board of Directors
VASUNDHARA RASAYANS LIMITED
Sd/- Sd/-
Place: Hyderabad PRAKASH CHAND JAIN RAJESH POKERNA
Date: 15.07.2015 MANAGING DIRECTOR WHOLE TIME DIRECTOR
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