DIRECTORS' REPORT Dear Members, Your directors have pleasure in submitting their 21st Annual Report together with the Audited Statements of Accounts for theyear ended on 31st March 2015. The financial position of the company is reflected hereunder DIVIDEND Your directors are pleased to recommend payment of dividend @7.5% (Previous year 15%) on the paid up Equity Share Capital of the Company. Your directors feel that members will appreciate the same. The dividend payout will result in a total outflow of Rs.50,39,288/- (Previous Year Rs.98,61,679/-). OPERATIONS During the current year under report the Indian economy witnessed challenges on account of global depression and the business confidence index was at low ebb. Despite all out efforts of the company management, the company's operations have resulted in lower revenue of Rs.37,21,27,483/- (Previous year Rs.43,25,21,584/-). This lower revenue has affected the profitability adversely. However, considering the difficult times prevailing in the country's economy, the company has posted satisfactory profits after tax at Rs.3,11,87,633/- (Previous year Rs.5,71,42,060/-). The company management hopes to achieve better performance in the years ahead. GRATUITY The Company has already established a Group Gratuity Fund for the benefit of the employees of the company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs.1075546/- was made towards this fund (Previous year Rs.5,00,000/-). ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO Pursuant to Section134 and the companies (Accounts) Rules 2014, as amended, the information required in respect of Energy Conservation, Technology Absorption and Foreign Exchange Earnings &Outgo is given in the Annexure - I annexed to this report. PARTICULARS OF THE EMPLOYEES The schedule giving information regarding the names and other particulars of employees in accordance with the provision of section 197 (12) of the Companies Act, 2013, read with Rule 5 (1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure - II to this report. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section134 (3) ( C ) and 134 (5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: I. In the preparation of the accounts for the financial year under report, the applicable accounting standards have been followed along with proper explanation relating to material departures. II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year under report, and of the profit of the Company for the year under review. III. 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. IV. The Directors have prepared the annual accounts of the company on a 'going concern' basis. V. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS AND KEY MANAGERIAL PERSONNEL Dr.Chimanbhai K. Patel,, Director of the Company retires by rotation and being eligible offers himself for the reappointment at the ensuing annual general meeting. You are requested to appoint the Director. During the year, Mr.M. D. Fosi was appointed as the Company Secretary u/s 204 of the Companies Act, 2013. Subsequently he resigned as Company Secretary and in his place Shri Maheshkumar K. Shah (Membership No.-ACS3015) was appointed as Company Secretary. Mr. M.D.Fosi, Chartered Accountant (Membership No.32269) was appointed as Chief Financial Officer of the Company. REAPPOINTMENT OF MANAGING DIRECTOR AND EXECUTIVE DIRECTOR The Board of Directors have reappointed Shri Dhirajlal K. Patel, Managing Director, for the further period of three years from 25-09-2015. The Board has also reappointed Dr.Chimanbhai K. Patel, Executive Director, for the further period of five years from 1-08-2015. Necessary special resolutions have been proposed in the Notice of Annual General Meeting, for your approval. DEMATERIALISATION OF SHARES To provide better and smooth services to the shareholders, the Company's Equity shares are made available for dematerialization in electronic form in the Depository System operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). In order to avail this service, shareholders, who have not yet converted their shares in dematerialized form, are advised to dematerialize the shares in the electronic form as quickly as possible. INSURANCE The assets of the company are adequately insured against various risks. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend, Fixed Deposits and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013. FIXED DEPOSITS Your company has not accepted any deposits within the meaning of section 73 of the companies Act,2013 and the Companies (Acceptance of Deposits) Rule 2014. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS No Significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in future. EXTRACT OF ANNUAL RETURN In accordance with section 134 (3) (a) of the Companies Act, 2013, an extract of Annual Return of the company in prescribed format MGT-9 is attached as Annexure - III to this Report. DECLARATION BY INDEPENDEND DIRECTORS Pursuant to section 149 (7) of the Companies Act, 2013, all independent directors have given the declarations that they meet the criteria of independence as laid down in section 149 (6) of the companies Act 2013 and clause 49 of the Listing Agreement. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the company which has been approved by the Board. The CSR Policy may be accessed in the investors section on the company's website at the link <http://www.vikramthermo.com.>This being the first year of implementation of the CSR Policy, the company was exploring various options and it could not spend Rs.11,40,920/- being 2% of the average net profits of last three financial years towards the CSR activity. However, the provision for such expenses has been made in the Profit and Loss Account for the year ended 31-03-2015. The company is pleased to inform the members that an amount of Rs.11.50 lacs towards its CSR obligation for 2014-15 has been spent in May 2015 and it is committed to further spend appropriate amount towards its obligation of the current financial year during 2015-16 as well. The Report on CSR activity is annexed as Annexure IV VIGIL MECHANISM The Vigil mechanism of the company which also incorporates a whistle Blower Policy in terms of the section 177 of the companies Act 2013 as well the Listing Agreement has been formulated by the company. Protected disclosures can be made by a Whistle Blower through and e-mail of dedicated phone line or a letter to the Chairman of the Audit Committee. The Policy on Vigil Mechanism (including Whistle Blower Policy) may be accessed on the company's website at link <http://www.vikramthermo.com.> CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreements with the Bombay Stock Exchange, the report of the Corporate Governance and the Certificates of the Managing Director and Auditors of the Company in respect of compliance thereof are appended here to and form part of this report. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK There is no qualification, reservation or adverse remark or disclaimer made - (i) by the auditor in his report; and (ii) by the Company Secretary in practice in his secretarial audit report. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The company has not given any loans or guarantees covered under the provisions of section 186 of the companies Act 2013. The company has not made any investments during the financial year 2014-15. INTERNAL FINANCIAL CONTROL The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. RELATED PARTY TRANSACTIONS Particulars of contracts of arrangements with related parties referred to in section 188 (1) of the Companies Act, 2013 in the prescribed form AOC-2 is annexed as Annexure -V to the Directors Report. All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons who may have a potential conflict with the interest of the Company at large. SUBSIDIARY COMPANIES The company does not have any holding or subsidiary company. SECRETARIAL AUDIT Pursuant to section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the company has appointed Mr.S.R.Sanghvi,Company Secretary in Whole time in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure - VI to the Directors Report. BUSINESS RISK MANAGEMENT Pursuant to section 134(n) of the companies Act 2013 & clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in corporate governance report forming part of the Directors Report. At present the company has not identified any element of risk which may threaten the existence of the company. PREVENTION OF INSIDER TRADING The company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the company. The code requires pre-clearance for dealing in the company's shares and prohibits purchase or sale of company's shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The board is responsible for the implementation of the code. All Directors and Designated employees have confirmed compliance with the code. BOARD EVALUTION Pursuant to the provisions of the companies Act, 2013 and clause 49 of the Listing Agreement, the Board carried out an evaluation of its own performance, the director individually as well as the evaluation of the working of its Audit, Appointment and Remuneration committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. REMUNERATION POLICY The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The remuneration policy is stated in the Corporate Governance Report. MEETINGS During the year 4 Board Meetings and 4 Audit Committee Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the companies Act, 2013. Necessary meetings were also held by Nomination and Remuneration Committee, CSR Committee, Share Transfer and Grievance Committee. AUDITORS You are requested to appoint auditors from the conclusion of the ensuing Annual General Meeting up to the conclusion of next Annual General Meeting and fix their remuneration. Present Auditors M/s.B.A.Rajpara& Co. are eligible for re appointment and have confirmed their eligibility to be appointed as Auditors in terms of the provisions of section 141 of the Companies Act, 2013 read with rule 4 of the companies (Audit and Auditors) Rule 2014. ACKNOWLEDGEMENT The Board places on record the appreciation of the sincere and devoted services rendered by all the employees and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Punjab National Bank, Government and Semi Government Authorities and all other well wishers for their support and contribution towards the growth of the Company. On behalf of Board of Directors FOR VIKRAM THERMO (INDIA) LIMITED Dr.CHIMANBHAI K. PATEL CHAIRMAN Registered Office: 101, Classic Avenue, Opp. Sales India, Ashram Road, Ahmedabad - 380009 Date: 12th August, 2015 |