| Dear Members,
The Directors have pleasure in presenting the 30th Annual Report of
your Company, together with the business and operations for the year
ended 31st March, 2015.
financial results
Your Company's performance during the year as compared with that during
the previous year is summarized below:
(Figures in Lakh)
Particulars Year ended Year ended
31.03.2015 31.03.2014*
Sales and other Income 4,852.81 4,757.16
Profit before Depreciation,
Interest, Exceptional Items,
Extraordinary 509.09 473.71
Items and Tax
Depreciation 79.79 60.48
Interest and Finance Charges 191.86 187.88
Exceptional Items and Extraordinary Items 00.15 00.25
"Profit before Tax 237.29 225.61
Net Profit 173.56 150.18
Surplus 840.93 703.07
Appropriations 60.47 35.70
Balance carried forward to
the Balance Sheet 780.46 667.37
* Previous year's figures have been regrouped / reclassified, wherever
necessary to confirm to the current year presentation.
PERFORMANCE DURING THE YEAR
Sales and other Income of the Company for the year is Rs. 4852.81 lakhs
as compared to Rs.4757.16 lakhs in the previous year, showing an
increase of 2.01 %. Profit after tax is Rs.173.56 lakhs which is 15.57%
higher than the preceding year which stood at Rs. 150.18 lakhs due to
increase in sales volume.
DIVIDEND
The Board of Directors are pleased to recommend a final dividend on
Equity shares of Rs. 0.60/- per Equity share (i.e. at the rate of 6%),
subject to approval by the Shareholders at the Annual General Meeting.
The Final Dividend, subject to the approval of Members at the Annual
General Meeting on 30th September, 2015, will be paid to the Members
whose names appear in the Register of Members, as on 23rd September,
2015.
SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2015 stood at
Rs.485.50 Lakhs. During the year under review, the Company has not
issued shares with differential voting rights nor has granted any stock
option or sweat equity. As on March 31, 2015, none of the Directors of
the Company hold instruments convertible into equity shares of the
Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and rules
made thereunder, Ms. Aartii Topiwaala would retire by rotation at the
ensuing Annual General Meeting and, being eligible, offers herself for
re-appointment.
During the year under review, the members approved the appointment of
Mr. Mukesh Kumar Tyagi as Independent Director for a period of five
consecutive years.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Companies Act and Clause 49
of the Listing Agreement with the Stock Exchange.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the performance 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 the evaluation
process.
The details of programmes for familiarisation of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are forming part of the Corporate
Governance Report.
Details of Key Managerial Personnel
Following are the Details of Key Managerial Personnel who were
appointed or have resigned during the Financial Year 2014-15:
Name of KMPs Designation Date of Appointment
Deepika Shrinivas Company Secretary 01st March, 2013
Nitya Babu Company Secretary 08th May, 2014
S Chakravarthi Chief Financial 01st April, 2014
Officer
Hansraj Rathor Chief Financial 13th February, 2015
Officer
Name of KMPs Date of Cessation
Deepika Shrinivas 17th April, 2014
Nitya Babu 13th January, 2015
S Chakravarthi 28th August, 2014
Hansraj Rathor -
BOARD COMMITTEES
The details of following committees of the Board are provided in the
Corporate Governance Report.
a) Audit Committee
b) Nomination and Remuneration Committee
c) Share Transfer Committee
d) Stakeholders Relationship Committee
e) Risk Management Committee
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed alongwith proper explanation relating to
material departures, if any;
b) they 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 at the end of the financial year and of the profits of the
Company for that period;
c) they 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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls for the Company and
such internal financial controls are adequate and operating
effectively; and
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
AUDITORS AND AUDITORS' REPORT
M/s. S.S. Jain & Associates, Chartered Accountant, Statutory Auditor of
the Company, hold office till the conclusion of the 34th Annual General
Meeting subject to the ratification in the ensuing Annual General
Meeting. They have confirmed their eligibility to the effect that their
re-appointment, if made, would be within the prescribed limits under
the Companies Act, 2013 and that they are not disqualified for re-
appointment.
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 any qualification, reservation or
adverse remark.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
rules made thereunder, the Company has appointed M/s. G.R. &
Associates, a firm of Company Secretaries (C P No.6526) to undertake
the Secretarial Audit of the Company. The Secretarial Audit Report is
included as an Annexure 1 forming part of this Annual Report.
There is no Secretarial Audit Qualification for the year under review.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by Securities Exchange Board of India (SEBI).
The report on Corporate Governance as stipulated under the Listing
Agreement is presented in a separate section forming part of the Annual
Report.
The requisite certificate from the Practicing Company Secretary, M/s.
G.R. & Associates confirming compliance with the conditions of
Corporate Governance as stipulated under Clause 49 is presented in a
separate section forming part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
POLICIES OF THE COMPANY
The Board of Directors has framed the following policies. The details
of these policies are explained in the Corporate Governance Report.
a) Code of Conduct
b) Risk Management Policy
c) Policy for selection of Directors and Performance Evaluation
d) Remuneration Policy for Directors, Key Managerial Personnel and
Other Employees
e) Whistle Blower Policy
f) Related Party Transactions
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
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 entered into contract / arrangement / transaction with
related parties which could not be considered material in accordance
with the policy of the Company on materiality of Related Party
transactions.
Your Directors draw attention of the members to Note 30 to the
financial statement which sets out related party disclosures.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Audit Committee of the Board and to the Managing
Director of the Company.
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.
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
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The particulars required in terms of the provisions of Section 197(12)
of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended as Annexure 2 to this Report.
In terms of Section 136 of the Companies Act, 2013, the reports and
accounts are being sent to the members and others entitled thereto.
DISCLOSURES
1) Your Directors state that no disclosure or reporting is required in
respect to the Deposits covered under Chapter V of the Companies Act,
2013 and rules made thereunder as there were no transactions on these
items during the year under review.
2) No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
3) Extract of the Annual Return
The extract of the Annual Return in Form MGT 9 as required under
Section 92(3) and Rule 12 of the Companies (Management and
Administration) Rules, 2014 is appended as an Annexure 3 to this
Report.
4) Number of Meetings of the Board
The details of the number of meetings of the Board held during the
financial year 2014-15 forms part of the Corporate Governance Report.
5) Explanations or comments by the Board on every qualification,
reservation or adverse remark or disclaimer made under the Auditors
Report and Secretarial Audit Report
The Auditors Report and Secretarial Audit Report do not contain any
qualification, reservation or adverse remark.
6) 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 Financial Statements.
7) Particulars of contracts or arrangements with related parties
referred to in sub-section (1) of section 188 in the prescribed form;
The Particulars of contracts or arrangements with related parties
referred to in sub-section (1) of section 188 and Rule 8 of the
Companies (Accounts) Rules, 2014 in Form AOC-2 is appended as an
Annexure 4 to this Report.
8) The amounts which it proposes to carry to any reserves
NIL
9) The amount which it recommends should be paid by way of Dividend
Rs.29,13,000/- (Rupees Twenty Nine Lakhs Thirteen Thousand Only)
10) Material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the
financial year of the Company to which the financial statements relate
and the date of the Report
NIL
11) The Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Companies Act, 2013, is appended as Annexure 5 to
this Report.
ACKNOWLEDGEMENTS
Your Directors wish to take this opportunity to express their
appreciation and gratitude for the continued support extended by its
Customers, Investors, Partners, Vendors, Financial Institutions,
Bankers, Suppliers and various Government and Statutory Authorities for
the Company's growth.
Your Directors also express sincere appreciation for the commitment and
dedicated services rendered by each employee of the Company at all
levels.
On behalf of Board of Directors
Sd/-
Dated: 10th August, 2015 Hiitesh Topiiwaalla
Place: Bangalore Managing Director
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