DIRECTOR'S REPORT To The Members Kaiser Corporation Limited (Formerly Kaiser Press Ltd.) Mumbai. Your Directors are pleased to present the Twenty Second Annual Report of your Company with the Audited Accounts for the year ended March 31, 2015. FINANCIAL PERFORMANCE AND FUTURE PROSPECTS Your Company posted a total income of Rs.217, 307,397/- compared to the income of Rs. 182,589,508/- for the previous year and the net profit of Rs.5, 083,886/-compared to the net profit of Rs. 5,534,579/- for the previous year. The Turnover of the company has increased as compared to the previous year on account of increase in the business activities; however the net profit for the year reduced compared to the net profit to the previous year on account of increase in the overhead expenses. Your Directors are sure that the company will be able to show better results in the current year. The line of business activities of your company have changed and your company is presently in the business of Compounding for Heat shrinkable accessories, jointing kits, Trunkey project management, engineering services and printing of labels, packaging materials, Magazines and articles of stationery, but the printing business is not presently lucrative and the revenue from printing business is hardly 2.34% of the total turnover of the company Your Directors are aggressively looking towards other business activities by entering into various joint ventures and other business activities which will provide a good platform to your Company to expand globally. DIVIDEND: Your directors do not recommend any dividend for the year ended March 31 2015. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo: The particulars required to be stated as per the provisions of Section 134(3) (m) ofTheCompanies Act, 2013 relating to conservation of energy and technology absorption do not apply to your Company. FOREIGN EXCHANGE EARNINS AND OUTGO: Foreign Exchange Earnings: Export of Goods - Rs. 255.71 Lacs Foreign Exchange Outgo: - Rs.237.96 Lacs DEPOSITORY SYSTEM: Details of the depository system are given in the section 'Additional Information' which forms a part of the Corporate Governance Report and is attached with the Annual Accounts. Subsidiary Companies and consolidated financial statements. The company had two subsidiaries as on 31 March 2015. The consolidated financial statements of the company and all its subsidiaries is prepared in accordance with the accounting standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the consolidated financial statements of the company Pursuant to the provisions of Section 136 of the Act, the financial statements of the company consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the company. The annual accounts of the subsidiaries and related detailed information will be kept at the registered office of the company, as also at the registered offices of the respective subsidiary companies and will be available to Investors seeking information at any time. Directors: All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules framed there under and are independent of the management. Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors: Pursuant to the provisions of the Act and Clause 49 of the Listing Agreements, the Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors. 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, participation in the long-term strategic planning, 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. The Board reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and committee meetings, 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. TRAINING AND HUMAN RESOURCE MANAGEMENT: Morale of our professionals continued to be high. The Company continued to put concerted efforts in recruiting, Capacity building through leadership development programs and 'Train the Trainer' programs were other key focus areas during the year. AUDITORS: The Auditors M/s. Suresh Surana & Associates LLP Mumbai Chartered Accountants (ICAI Registration No.: 121750W/W-100010) hold the office until the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment as the Auditors. Members are requested to consider their re-appointment and to fix their remuneration for the year ended on 31 March 2016. There appointment will be as per the provisions of section 139 of The Companies Act, 2013 The Company has received a confirmation from M/S. Suresh Surana& Associates LLP to the effect that their appointment, if made, will comply with the eligibility criteria in terms of Section 141 (3) of The Companies Act, 2013. SECRETARIAL AUDIT: In terms of Section 204 of the Act and Rules made there under, Mr. G.S. Jambekar Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is annexed as Annexure I to this Report. The report is self-explanatory and does not call for any further comments. DISCLOSURES: i. Details of Board meetings During the year, 5 ( Five ) Board meetings were held. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report. ii. Composition of Audit Committee: The Board has constituted the Audit Committee comprising Mr. Bhushanlal Aroa as the Chairman and Mr. Rohinton Daroga and Mrs. Anagha Korde as the Members. Further details of the Committee are given in the Corporate Governance Report DETAILS OF SIGNIFICANT MATERIAL ORDERS: No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status and Company's operations in future EXTRACT OF ANNUAL RETURN: Pursuant to Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is annexed as Annexure II to this Report DIRECTOR'S RESPONSIBILITY STATEMENT: Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and Secretarial Auditors and external consultant(s) and the reviews performed by management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15 Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (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 profit of the Company for that year; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. VIGIL MECHANISM/ WHISTLEBLOWER POLICY: The Company has adopted a Whistleblower Policy, to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee Management Discussion and Analysis Report and Report of the Directors on Corporate Governance: Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report, as required under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report. Acknowledgments: The Company would like to acknowledge all its employees, customers, stakeholders, key partners for their support The Directors appreciate the continued guidance received from various regulatory Authorities including RBI, SEBI, Ministry of Corporate Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Excise Authorities, Income Tax and Sales Tax Authorities. On Behalf of the Board of Directors Jehangir R. Patel Chairman Place: Mumbai Date: 28/05/2015 |