DIRECTORS' REPORT TO THE MEMBERS OF TAPARIA TOOLS LIMITED, Your Directors have pleasure in presenting the 49th Annual Report on the operations of the Company together with the Audited Financial Statements for the year ended March 31, 2015. DIVIDEND The Directors have not recommended any dividend for the year under review. The Company has retained the funds for expansion of the activities of the Company by introducing additional product range and purchase of Machinery & Equipments etc. REVIEW OF OPERATIONS Due to several factors, the Indian Economy witnessed sluggish growth in first half of 2014. On the domestic front, policy paralysis of last couple of years continued right up to the national elections in May 2014, added to the virtual stoppage of all infrastructure projects, both private and public sectors as well as through public-private partnership. Also, there were continuing inflationary pressures, interest rates remained far too high for financing long term projects. Thankfully, the second half of 2014 showed signs of improvement. For one, the Lok Sabha elections which brought the BJP, National Democratic Alliance into power at the center with the comfortable majority in the Lok Sabha created its own optimism. After a long time, there was a positive talk of growth; of infrastructure development; and promises of an ambitious 'Make in India'. Despite of varied Economic Scenario, the Company's working during the year is satisfactory. The Company's total revenue (Net of excise duty) were Rs.29,749.44 Lakhs that represent an increase of 11.26% over the sales of Rs.26,737.74 Lakhs in the previous year. Profit earned after tax is Rs.972.92 Lakhs in the current year against Rs.1,191.49 Lakhs in the previous year. The company has entered into a Wage Settlement Agreement with the Workers Union in the current year. Due to which the labour cost has been increased by 25% approx. which has increased the input cost of the company. Despite of the rise in input cost and keen competition in the hand tools market the current results of the Company are fair and satisfactory. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report. LISTING INFORMATION The equity shares of the company are listed on the Bombay Stock Exchange. The listing fees for the year 2015-2016 have been paid to BSE. PUBLIC DEPOSITS During the financial year 2014-15, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 ("the Act") read together with the Companies (Acceptance of Deposits) Rules, 2014. LOANS, GURANTEES AND INVESTMENT During the financial year 2014-15, the Company has not given any guarantee for loans taken by others from banks or other financial institutions. The Company has not taken any Term Loan. HUMAN RESOURCE DEVELOPMENT The well-disciplined workforce which has served the company for more than four decades lies at the very foundation of the company's major achievements and shall well continue for the years to come. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. Company's performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization. The management has undergone a Wage Settlement Agreement with the Union as increasing the wages at 25% approx. The company has always recognized talent and has judiciously followed the principle of rewarding performance. DIRECTORS AND KEY MANAGERIAL PERSONNEL The Board is sad to inform the Members that Shri M.V. Gore, Independent Director, passed away in November 2014. The Board wishes to place on record its appreciation for the valuable contribution made by him during his long tenure as a Director of the Company. Pursuant to the recommendation of the Nomination and Remuneration Committee, Shri H.N. Taparia was reappointed by the Board of Directors, subject to the approval of the shareholders, as the Chairman and Managing Director of the Company on August 8, 2015 for a further period of five years with effect from September 17, 2015. Shri J.K. Taparia Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Brief profile of Shri J.K. Taparia is given in the Annexure to the Notice. Miss Bhavna .S. Shamdasani was co-opted on the Board as Independent Director on November 10, 2014 and Shri Shyam Malpani was co-opted on the Board as Independent Director on January 31, 2015. They hold office as Independent Directors upto the date of Annual General Meeting. It is now proposed to appoint Miss Bhavna S. Shamdasani and Shri Shyam Malpani , as Independent Directors on the Board of the Company to hold office for 5 (five) consecutive years for a term up to the conclusion of the 54th Annual General Meeting of the Company in the calendar year 2020. Brief profile of these Directors is given in the Annexure to the Notice. During the year, the Independent directors of the Company had no pecuniary relationship or transactions with the Company. INDEPENDENT DIRECTORS' DECLARATION Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1st 2014, Shri P.N. Shah, Shri B.B. Ladda, Shri G.S. Manasawala and Shri Rajeev J. Mundra were appointed as independent directors at the annual general meeting of the Company held on September 24, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to section 134(3C) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: 1) in the preparation of the annual accounts for the year ended March 31st 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; 2) 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 at the end of the financial year and of the profit of the company for the same period; 3) 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; 4) the Directors have prepared the annual accounts on a 'going concern' basis; 5) the Directors have laid down internal financial controls in the company that are adequate and operating effectively. 6) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. 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 ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc. RELATED PARTY TRANSACTIONS There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. Also there were no materially significant Related Party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large. Thus disclosure in Form AOC-2 is not required. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. PARTICULARS OF EMPLOYEES The Information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 in respect of employees of the Company is annexed herewith as Annexure - 'A'. MEETINGS OF THE BOARD Four meetings of the Board of Directors were held during the year. For further details of the meetings, please refer to the corporate governance report, which forms part of this report. AUDIT COMMITTEE The composition, terms of reference etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report. There have been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review. AUDITORS AND AUDITORS' REPORT Statutory Auditors The Company's auditors M/s. Batliboi and Purohit, (Regd. No.101048W) Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting, have confirmed their eligibility and willingness to accept office, if re-appointed. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith. Auditors' report There are no qualifications, reservations or adverse remarks made by M/s. Batliboi and Purohit, Statutory Auditors in their report for the Financial Year ended March 31, 2015. The observations and comments given in the report of the Auditors read together with notes to accounts are self-explanatory and hence do not call for any further explanation or comments under Section 134(f)(i) of the Companies Act, 2013. Secretarial Audit 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 CS Dipti Chandratre, Practising Company Secretary, to undertake the Secretarial Audit of the Company. Secretarial Auditors' Report The secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. The Report of the Secretarial Audit in Form MR 3 for the Financial Year ended March 31, 2015 is annexed as Annexure - 'D' to the Report. NOMINATION AND REMUNERATION COMMITTEE The composition, key objectives etc. of the Nomination and Remuneration Committee is provided in Corporate Governance Report which forms part of this Annual Report. RISK MANAGEMENT The Board of the Company has formed a risk management committee to frame, implement and monitor the 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 risks and controls. CORPORATE SOCIAL RESPONSIBILITY (CSR) In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. CSR Committee of the Board has developed a CSR Policy which is enclosed as part of this report Annexure - 'B'. Additionally, the CSR Policy has been uploaded on the website of the Company at www.tapariatools.com ENERGY, TECHNOLOGY & FOREIGN EXCHANGE The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in the Annexure - 'C' and forms part of this Report. VIGIL MECHANISM In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tapariatools.com DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, the Company formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) during the year under review. The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence. An Sexual Harassment Committee has been constituted in accordance with the Act. The Sexual Harassment Committee is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy. During the year under review there were no complaints referred to the Sexual Harassment Committee. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return of the company is annexed herewith as Annexure - 'E' to this report. INTERIM ORDER BY SEBI The Company has received an Interim Order from SEBI on 20/05/2015 for the Non-Compliance of the Minimum Public Shareholding. The Audit Committee and Board of Directors are informed about the Order. Company has been legally advised that there is no violation of provisions relating to the promoters shareholding, further proceedings are pending. ACKNOWLEDGEMENT Your Directors express their sincere appreciation for the cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company's employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders. For and on behalf of the Board of Directors H.N. Taparia Chairman & Managing Director Place : Mumbai, date : 8th August, 2015 |