DIRECTORS' REPORT Your 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. 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: 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/- Hiitesh Topiiwaalla Managing Director Dated: 10th August, 2015 Place: Bangalore |