DIRECTORS' REPORT To The Members, The Directors of your Company have pleasure in presenting their Twenty First Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015. PERFORMANCE REVIEW / STATE OF AFFAIRS OF THE COMPANY During the year under review, the Company registered a modest increase in total revenue to 11,461 Lacs, up from 10,990 lacs in the previous year. The increasing cost however kept the profitability under pressure which led to a decline in the profits of the Company. The Company continues to embrace sustainability as a critical pillar of its business strategy with increased use of alternative energy source with an eye on both cost as well as environmental concern. Significant steps to reduce environmental pollution such as use of natural gas in place of fuel oils were taken during the year, besides identifying more such projects in the coming years. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report during the year under review. CHANGE IN THE NATURE OF BUSINESS During the year, there was no change in the nature of business of the Company. DIVIDEND Your Directors are pleased to recommend a dividend of Rs. 1.00 per equity share for the year ended 31.03.2015. The dividend, subject to approval of Members at the ensuing Annual General Meeting, will be paid within a period of thirty (30) days from the date of declaration of dividend, to those members whose names appear in the Register of Members of the Company as on close of business hours on Monday, 17th day of August, 2015. The dividend payout will be Rs. 87.92 lacs including dividend distribution tax of Rs. 14.65 Lacs. RESERVES & SURPLUS The Company doesn't propose to transfer any amount into the general reserve. The entire amount of Rs. 141 Lacs is proposed to be retained in the surplus. BOARD OF DIRECTORS Mr. R.C. Khandelwal, Director of the Company, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. Mr. Kishan Lal Gupta resigned from the services of the Company, effective from 13th August, 2014. The Board conveys its deep sense of appreciation for the services rendered by him during his tenure as Independent Director. Ms. Neha Gupta was appointed as Additional Independent Director of the Company w.e.f. 13th August, 2014 and the same was regularised by the shareholders of the Company in the 20th Annual General Meeting held on 23.09.2014. KEY MANAGERIAL PERSONNEL Pursuant to the provisions of Section 203 of Companies Act, 2013 and rules made thereunder, Mr. R.A. Sharma, has been designated as Chief Financial Officer of the Company w.e.f 13.08.2014 and Ms. Rupali Aggarwal, has been designated as Company Secretary & Compliance Officer of the Company w.e.f. 09.03.2015. Ms. Anu Kumari (Company Secretary) has resigned from the services of the Company, effective from 01st November, 2014 and in her place Mr. Niraj Kumar Jha was appointed as Company Secretary of the Company with effect from 01st November, 2014 who has resigned from the services of the Company, effective from 28th February, 2015. The Board conveys its deep sense of appreciation for the services rendered by them during their tenure as Company Secretary. COST AUDITORS The Board has appointed Mr. Ramawatar Sunar, Cost Accountant for conducting the Audit of Cost records of the Company for the financial year 2014-15. DEPOSITS The Company has not accepted any deposit during the Financial Year 2014-15 and ,as such, no amount of principal and interest was outstanding as on Balance Sheet date. NO DEFAULT The Company has not defaulted in payment of interest and repayment of loan to any of the financial institutions and /or banks during the period under review. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The Company has not given any loan or guarantee and has not made any investment covered under the provisions of section 186 of the Companies Act, 2013 in the securities of any other bodies Corporate during the financial year ended 31st March, 2015. RELATED PARTY TRANSACTIONS All the transactions done with Related parties for the year under review were on arm's length basis and are in compliance with the applicable provisions of the Act and Listing Agreement. There are no material 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. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee of the Company for its approval. The particulars of contracts entered during the year are shown in the prescribed Form AOC-2 which is enclosed as Annexure-1. The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website i.e. www.mcil.net AUDITORS AND AUDITORS' REPORT M/s Vinod Kumar & Associates, Chartered Accountants, the auditors of your Company will retire at the ensuing Annual General Meeting and being eligible are proposed to be re-appointed from the conclusion of the 21st Annual General Meeting to the conclusion of next Annual General Meeting. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with section 141 of the Companies Act, 2013. There are no auditors qualification in the audit report for the year ended 31st March, 2015. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed Manju Laur and Associates, a firm of Company Secretaries in Practice (F.R. No. 4557) to conduct the Secretarial Audit of the Company. The Secretarial Audit Report for the year 2014-15 forms part of this Annual Report and is annexed as Annexure-2. There is no secretarial audit qualification for the year under review. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES The Company doesn't have any subsidiary, joint venture or associate Company. CORPORATE GOVERNANCE In compliance with Clause 49 of the Listing Agreement with the stock exchange, a detailed Corporate Governance Report has been given in this report, along with the Management discussion and analysis report, which forms an integral part of the Annual Report. A certificate from Kailash Chandra Pandey, (C. P. No. 14348) a Company Secretary in Practice, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached and forms part of this Annual Report. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(3)(c ) of the Companies Act, 2013 your directors 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) 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 and loss of the company for that period; (c) the directors 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) the directors have prepared the annual accounts on a going concern basis; (e) proper internal financial controls were in place and that these internal financial controls were adequate and operating effectively. (f) 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. DECLARATION BY INDEPENDENT DIRECTORS The Company has received necessary declarations from all independent directors in accordance with the provisions of Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement. BOARD COMMITTEES ( COMPOSITION AND HIGHLIGHTS OF DUTIES AND RESPONSIBILITIES) a) Audit Committee: The Audit Committee comprises of Mr.V. K. Hajela, Chairman, Mr. S.K Gupta and Ms. Neha Gupta as members of the Committee. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013 and such other functions as may be specifically delegated to the Committee by the Board from time to time. b) Nomination and Remuneration Committee: The Nomination and Remuneration Committee comprises of Mr.V. K. Hajela, Chairman, Mr. S.K Gupta and Ms. Neha Gupta as members of the Committee. The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors. c) Stakeholders' Relationship Committee: The Stakeholders' Relationship Committee comprises of Mr. S.K Gupta, Chairman, Mr. Pramod Khandelwal and Mr. R. C. Khandelwal as members of the Committee. The Committee, inter-alia, reviews issue of duplicate certificates and oversees and reviews all matters connected with the Company's transfers of securities. It looks into redressal of shareholders'/investors' complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. and such other functions as may be specifically delegated to the Committee by the Board from time to time. BOARD EVALUATION Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report and forms part of this report. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees and Directors to keep high standards of ethical behaviour and provide safeguards to whistle blower. The Whistle Blower policy as approved by the Board has been uploaded on the website of the Company i.e. www.mcil.net CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The details of conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as Annexure-3 and forms an integral part of this report. RISK MANAGEMENT POLICY The Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The Risk Management policy has been uploaded on the website of the Company i.e. www.mcil.net EXTRACT OF ANNUAL RETURN According to the provisions of section 92(3) of the Companies Act, 2013 the prescribed Form MGT-9 (Extract of Annual Return) is annexed as Annexure-4 and forms an integral part of this report. DETAILS OF BOARD MEETINGS HELD DURING THE YEAR 6 Board Meetings were held during the year ended 31.03.2015. The dates on which the meetings were held are as follows: 30.05.2014, 13.08.2014, 14.11.2014, 07.01.2015, 11.02.2015 and 18.03.2015. The Company has held at least one meeting in every three months and the maximum time gap between any two meetings was not more than four months. POLICY OF APPOINTMENT AND REMUNERATION The policy of the company of appointment and remuneration of directors & KMPs, including criteria for determining qualifications, positive attributes, independence of a directors and KMPs and other matters provided under sub - section (3) of section 178 of the Companies Act, 2013 adopted by the Board is appended as Annexure-5 to the Directors' Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination & Remuneration policy of the Company. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The CFO Certification provided in the CFO certification section of the Annual Report discusses the adequacy of Internal Control system and procedures. ACKNOWLEDGEMENTS Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to retain its commanding position in the industry. The Directors also wish to place on record their appreciation to the Canara bank, The Hongkong and Shanghai Banking Corporation Limited, the suppliers and customers constituting the supply chain, and the shareholders of the Company for their continued support and co-operation. For and on behalf of the Board of Directors R.C. KHANDELWAL Chairman DIN:00124085 Date : 11.07.2015 Place : New Delhi |