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 |