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Ceeta Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 46.92 Cr. P/BV 1.80 Book Value (Rs.) 18.00
52 Week High/Low (Rs.) 39/16 FV/ML 1/1 P/E(X) 0.00
Bookclosure 11/09/2023 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2015-03 
Dear Members

The Directors have pleasure in presenting their report on business and operations together with the Audited Accounts of your company for 2014-2015.

FINANCIAL RESULTS                              All figures in Rs. lacs

Particulars                                Current Year   Previous Year

Total Revenue                                   820.49        684.54

Profit before Interest & Depreciation           203.03        147.24

Interest                                          0.00          0.10

Depreciation                                     14.70         20.41

Profit before taxation                          188.33        126.73

Provision for Tax                                38.68         26.02

Profit after tax                                149.65        100.71
REVIEW OF OPERATIONS:

The Company's manufacturing activity of granite products in its 100 % Export Oriented Unit (EOU) at Tumakuru had to be kept at its lower level due to continued unfavourable trading condition for granite products in the export market. The company, however undertook other activities such as trading, transportation, investments, short term lending of surplus fund etc. During the current financial year total revenue of the company increased to Rs.820.49 lacs from Rs.684.54 lacs as in previous year. The above increase was mainly caused by clearance of old finished stock of the company at cost or at very marginal profit. Since the plant facilities mostly remain inoperative during the year, for reasonably long period and due to technological obsolescence it would be prudent to dispose of this facility in future and diversify its activities.

PROSPECT:

The company continues to make effort to diversify its activities. Towards this end the company is exploring the viability of a plant of cement moulded product, mainly electric poles to be manufactured and supplied in Uttar Pradesh or Bihar.

DIVIDEND AND RESERVE:

In view of the business growth, your Directors deem it proper to preserve the resources and refrain from dividend distribution in this financial year. During the financial year 2014-15, the Company did not transfer any amount to Reserve.

DIRECTORS:

The Company appointed Smt. Uma Poddar (DIN 07140013) as additional director with effect from 30th March, 2015 and complied with the Section 152 of the Companies Act, 2013 read with rules, relating to appointment of Woman Director. She vacates her office in the ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013.

Your directors are of the view that the Company would be benefited by the wealth of knowledge of Smt. Uma Poddar and therefore recommend her name for appointment as director of the company. The same is now put up for approval of members at the ensuing annual general meeting subject to the compliance of the Act and rules made there under. She does not hold any shares of the Company in her own name. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

With deep regret it is informed that Sri Shanker Lal Singhania, Independent Director of the Company, expired on 16th April, 2015 and hence ceased to be director of the Company. He was also member of the Committees of the Company, which were re-constituted accordingly after his sudden demise.

Sri Om Prakash Kedia (DIN 03596892), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Director, pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company. He does not hold any share in his own name.

All the Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information obtained, Directors states:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and there are 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 as at 31st March, 2015 and of the profit of the company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis; and

(v) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD EVALUATION

The Board Evaluation was carried out on the basis of various factors as composition of Board and its Committees, its functioning, performance of specific duties and obligations. The performance evaluation of the Independent Directors was done by the entire Board of Directors (excluding the director being evaluated). The performance evaluation of the Non-Independent Directors was carried out at separate meeting of Independent Directors. The Board of Directors expressed their satisfaction with the evaluation.

MANAGERIAL REMUNERATION

The ratio of the remuneration of Mr. Krishna Murari Poddar, Managing Director, to the median remuneration of the employees of the company, for the financial year 2014 - 2015 is 5.56 times. There is no increase in remuneration of Key Managerial Personnel in the financial year 2014 - 15 as compared to last financial year 2013 - 14. No other Director is drawing any remuneration from the Company.

The percentage increase in the median remuneration of the employees of the Company for the financial year is 14.87% which is in line with the rise in the company's total revenue by 19.86% during the current financial year. The factors considered while recommending increase in remuneration are financial performance of the Company comparison with peer companies, industry benchmarking, contribution made by the employee and regulatory guidelines as applicable to Managerial Personnel. The variables pay is as per policy of the Company The remuneration including other perquisites of Mr. Krishna Murari Poddar, Managing Director, is 1.00% of the gross revenue for the financial year 2014 - 2015. The remuneration of other two KMP (CFO & CS) is for the part of the year and so data is incomparable. The remuneration paid is as per the remuneration policy of the Company. There were 25 employees as on March 31, 2015.

Total Market Capitalization of the Company as on 31st March, 2015 is Rs.623.60 lakhs which is higher than previous financial year by Rs.217.53 lakhs. The price earning ratio on the closing date of financial year 2014 - 15 is 4.17 as compared to 4.06 in the previous financial year.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

For the Financial Year 2014-15, the Company held 6 meetings of the Board of Directors on the following dates : - 30th May, 2014, 8th August, 2014, 30th September, 2014, 14th November, 2014, 6th February, 2015 and 30th March, 2015.

RECONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT, 2013

The company has reconstituted all the exiting committees of the board as per the provisions of Companies Act, 2013 with proper composition of its members more specifically described in Corporate Governance Report which forms integral part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Section 129(3) of the Companies Act, 2013 read with rules and Accounting Standard 21 on Consolidated Financial Statements, the Annual Report also includes Consolidated Financial Statement for the financial year 2014-15.

SUBSIDIARY COMPANY

The company has a unlisted subsidiary company namely Kingstone Krystals Ltd. In terms of the provision 129(3) of the Companies Act, 2013 read with rules, a report on performance and financial position of the subsidiary company for the financial year ended 31st March, 2015 is annexed. The Annual Report of the subsidiary company is not attached to this annual report, however, the same shall be made available to any member for inspection at the registered office, head office of the company and of its subsidiary.

AUDITORS & AUDITORS' REPORT:

The Auditors, M/s. G.K. Tulsyan & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend their reappointment subject to compliance of Section 139 of the Companies Act, 2013 and the rules made there under.

Report of the Auditors, including reference made therein, to the notes forming part of the Statement of Accounts, are self explanatory and does not require to be elucidated further.

INTERNAL FINANCIAL CONTROL

Adequate internal financial controls are in place to manage the business affairs of the Company. Proper procedures are adopted ensuring the orderly and efficient conduct of business, including safeguarding of its assets, prevention and detection of errors and frauds, accuracy and completeness of the accounting records and timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon situation of business of Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

For the period under review, all the transactions entered with related parties were on arm's length price and in the ordinary course of business and that the provisions of the Section 188 of the Companies Act, 2013 is not attracted. Further, there are no materially significant related party transactions during the year under review 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. Thus disclosure in Form AOC-2 is not required. Further all transactions with related parties are given in the notes to Financial Statements.

PARTICULARS OF LOANS, ADVANCES & INVESTMENTS

Details of loans & investments are given in the notes to Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established vigil mechanism policy to report genuine concerns and grievances. It has been posted at Company's website www.ceeta.com

RISK MANAGEMENT

The purpose of risk management is to identify evaluate and mitigate the operational, strategic and external environment risk. The Board has overall responsibility of monitoring and mitigating the risks through regular review of its overall operations.

PUBLIC DEPOSITS

Your company did not accept any deposits from the public under section - 73 of the Companies Act, 2013 read with rules, during the year under review.

PERSONNEL

Your Directors would like to put on record their appreciation of the sincere and dedicated services rendered by the loyal employees of the Company There was no employees drawn remuneration of or in excess of the amount prescribed under the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 134(3) of the Companies Act, 2013 read with Rules are given in the 'Annexure - A' as forming part of the report.

CORPORATE GOVERNANCE

The Company believes in and has practiced good Corporate Governance. The spirit of Corporate Governance is being gradually built up in the Company and is not just restricted to ensuring compliance with regulatory requirements but also meeting higher standards of transparency, accountability and integrity in respect of all its transactions. Based upon the above philosophy your Directors present a report on corporate governance as 'Annexure - B' to their report.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return as on the financial year ended March 31, 2015 in Form No. MGT-9, as required under section 92 of the Companies Act, 2013 is annexed to this report.

SECRETARIAL AUDIT REPORT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Drolia & Co., a Company Secretary in practice as Secretarial Auditor of the Company The secretarial audit report is annexed to this report. Report of the Secretarial Auditor including reference made therein are self explanatory and does not require to be elucidated further.

GENERAL

The other disclosures, not commented upon in this report pursuant to Section 134 of the Companies Act, 2013 read with rules, are not applicable to the Company for the financial year under review.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation to the esteemed employees, shareholders, various customers and their consultants, Company's bankers for their continued support, assistance and co-operation to Company

                                               On behalf of the Board

Place : Kolkata                                          K. M. Poddar
Dated : 30/05/2015                                  Managing Director

                                                          Arabinda De
                                                             Director

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