ONE HUNDRED & SEVENTH REPORT OF THE DIRECTORS We present our Annual Report of the Company with the audited statement of accounts for the year ended 31st March, 2015. 2. PERFORMANCE Your Directors are glad to inform that the Company has been able to wipe out its accumulated losses during the current year. The Company has achieved Revenue from Operations of Rs. 5484.08 lacs during the current financial year as against Rs. 4097.09 lacs in the previous year i.e. an increase of 34%. Profit after Tax has also increased to Rs. 132.90 lacs in the current year as against Rs. 29.99 lacs in the previous year. Power is a major cost input. The company has entered bilateral agreements which resulted into reduction of cost of Power by 15% approximate. 3. DIVIDEND Looking to the growing working capital requirements, the Directors do not propose dividend for the year. 4. DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 134(3) © of the Companies Act, 2013 your Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgment 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 March31, 2015 and of the profit of the Company for the year ended on that date; c) the Directors have 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 fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis. e) the Directors have laid down internal financial controls which are adequate and are operating effectively. f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively 5. DISCLOSURE REQUIREMENTS As per Clause 49 of the Listing agreement entered into with the stock exchange, corporate governance report with auditor's certificate thereon and management discussion and analysis are attached in Annexure-I, which forms part of the report. The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the listin agreement with stock exchange. 6. CURRENT OUTLOOK The economy is gaining ground. Steps taken by the Central Government to uplift the industry like simplifying labour laws, introducing GST, phase wise reduction of corporate taxes, etc will all provide positive environment. The Company intends to increase the quantum of power purchase through bilateral route. The Local Body Tax in Solapur is proposed to be abolished from August 2015 which will also help in better growth. The value added products initiated during the year should give result on long term basis. The Management is confident to further improve the productivity, sales and profitability in the current year and onwards. 7. DIRECTORS : During the year under review, the members approved the appointments of Smt. Rekha Thirani as a Non-executive Non-Independent Director who is liable to retire by rotation and of Shri S.K .Somany, and Shri E.A.K.Faizullabhoy as Independent Directors for 5 consecutive years for a term up to the conclusion of the 111th Annual General Meeting in the calendar year 2019. The members have also reappointed Shri N.R.Damani liable to retire by rotation. The members have also appointed Shri Rajesh Damani as Joint Managing Director Shri N. R.Damani Joint Managing Director, subsequently resigned from the office of Joint Managing Director and also from the office of Director w.e.f. 31st October,2014 . The Board places on record his contribution towards the working of the Company since his appointment on the Board on 2nd May 1978. The Board also recalled about his strenuous efforts during the difficult times of the Company by settling the dues of various creditors, getting the incentives sanctioned and bringing out the Company from the purview of B.I.F.R. and in the process making the Company virtually debt free. 8. INSURANCE Your Company's Buildings, Plant and Machinery, Tool, Electrical installations, Stock in Process, Finished Goods and Raw Materials have been adequately insured. 9. PUBLIC DEPOSITS The Company has not taken any Fixed Deposit from the Public. 10. Number of meetings of the Board Four meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of the report. 11. Declaration of Independence The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2103 read with the Schedules and rules issued thereunder as well as Clause 49 of the listing Agreement. 12. Board evaluation The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and exchange Board of India ("SEBI") under clause 49 of the listing Agreements. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board process, information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committee, effectiveness of committee meetings, etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual directors to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. in addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent directors, performance of non independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. 13. Policy on directors' appointment and remuneration and other details The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. 14. Internal financial control systems and their adequacy The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. During the year policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial information. 15. Audit Committee The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. 16. Auditors Pursuant to the provisions of Section 139 of the Act and the rules framed there under, Mittal & Associates, Chartered Accountants were appointed as statutory auditors of the Company from the conclusion of the one hundred and sixth annual general meeting (AGM) of the Company held on 18th September till the conclusion of the one hundred and ninth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. 17. Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act 2013, The Company has appointed Mr. Virendra Bhatt, Practicing Company Secretary as the Secretarial Auditor of the Company for the year 2014-15 18. Auditors' report and secretarial auditors' reports The auditors' report and secretarial auditors reports does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure II which forms part of this report. 19. Risk management The Board of the Company has formed a risk management committee to frame, implement and monitor risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risk and controls . Major risks identified by the businesses and function 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 form part of this report. 20. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments have been disclosed in the financial statements. 21. Transactions with related parties All transactions entered into with the related parties as defined under the Companies Act, 2013 and Clause 49 of the listing Agreement during the financial year were in the ordinary course of business and on arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no material related transactions during the year. Thus disclosure in Form AOC-2 is not required. 22. Corporate social responsibility The Company does not meet the criteria fixed for the Corporate Social Responsibility (CSR) under Section 135 of the Companies Act and as such there is no report on corporate Social responsibility during the year 23. Extract of annual return As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9 which forms part of this report. 24. Subsidiary/Associate Company The Company does not have any subsidiary, joint venture or associate company at the beginning, during the year or at the closing of the year 25. Particulars of employees The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel )Rules,2014 are given below: b. The percentage increase in remuneration of each director , CEO, CFO During the year Board has not increased the remuneration of any Executive Director or sitting fees to Non Executive Directors. c. The percentage increase in the median remuneration of employee in the financial year: 14% d. The number of permanent employees on the rolls of Company: 177 e. The explanation on the relationship between average increase in remuneration and Company performance: On an average, employees received an annual increase of 10%. The individual increments varied from 6% to h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: Your Company is listed in the BSE before Independence and in 1993 when the Company came out with the Public Offer due to substantial gap it is not justifiable to provide percentage change as on today's price. i. 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 annual increase was around 10% However during the course of the year, the total increase is approximately 14% after accounting for promotions and other event based compensation, revised increase in the managerial remuneration for the year was 6.5% m. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company and there is no employee stock option scheme. n. There is no Employee in receipt of remuneration exceeding Rs.5,00,000/- p.m. or part thereof or Rs.60,00,000/ - p.a. accordingly no particulars are furnished under Section 197(12) of the Companies Act,2013. 26. ACKNOWLEDGEMENTS Your Directors place on record their appreciation of contribution made by the employees at all levels for the operations of the Company during the year under review. 27. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EARNING AND OUTGO The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act are provided in Annexure !V to this Report. For and on behalf of the Board CHAIRMAN Place: MUMBAI Date : 26th May,2015 |