DIRECTORS' REPORT TO THE SHAREHOLDERS Dear Shareholders, Your Directors have pleasure in presenting the 28th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2015. REVIEW OF OPERATIONS During the year 2014-2015 total revenue of the Company is Rs..444.36 crores as compared to Rs..444.89 crores in the previous year. The net profit is Rs.7.28 crores as compared to Rs.5.86 crores in the previous year. DIVIDEND Your Directors are pleased to recommend a Dividend of Rs.1.50 per equity share (same as previous year) i.e.15 %, which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting. WIRE RODS & CONDUCTORS During the year 2014-15 Aluminium Division of the Company has contributed total Rs.441.45 crores as compared to Rs. 441.77 crores in the previous year in the total revenue of the Company MINING BUSINESS During the year Mining Division of the Company has not carried out any activity. POWER GENERATION Your Company have two Wind Turbine Generators (WTG), one is of 1.25 Mega Watts Located at District Nandurbar and another is 1.50 Mega Watts located at Sangli, both are in Maharashtra State. During the year both WTG contributed Rs. 2.45 Crores in the total revenue of the Company as Compared to Rs. 2.51 Crores in the previous year. Your Company also have two Solar Plants, one is of 100 KWP located at Pune and another is 522 KWP, located at Bengaluru. During the year both solar power plants contributed Rs.39.00 Lacs in the total revenue of the Company. ISO 9001:2008 The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2008 certified and the Company is committed to maintain and improve quality. 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 Exchange in India, is presented in a separate section forming part of the Annual Report. SUBSIDIARY AND JOINT VENTURE COMPANIES Details of Subsidiary and Joint Venture Companies has mentioned on page No. 36 of the Annul Report. Your Directors draw attention of the members to see Note No. 10B and 10C (c) the Financial Statement. CORPORATE SOCIAL RESPONSIBILITY The CSR Committee evaluated few proposals and at the time of finalisation suggested to consider some better projects which are under process. DIRECTORS & KEY MANAGERIAL PERSONNEL In accordance with the provision of the Act and the Articles of Association of the Company, Shri Sudhir Goel, Director of the Company, retire by rotation at the ensuing Annual General Meeting and the eligible offered himself for re-appointment. Shri Sudhir Goel is a qualified Chartered Accountant and has over 32 years of experience in the Aluminium Industries. He is a Director of this Company from the date of its incorporation. He is looking after the financial affairs of the Company as a Whole-Time Director. He holds 3000 equity shares in the Company.Pursuant to Section 149(1) and all other applicable provisions of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement with Stock Exchange, a class or class of company as may be prescribed shall have at least one women director. Mrs. Renu Somani was appointed as Additional Independent Director of the Company with effect from 23.03.2015. She is a Bachelor in Arts (B.A) from Chennai University and has over 18 years experience of social sector. The terms & conditions of her appointment as independent director as per schedule iv of the Act. She has submitted a declaration that she meets the criteria of independence as provided in section 149 (6) of the Companies Act, 2013. Shri Mahendra Kumar Jain has been appointed as Chief Financial Officer of the Company as per Section 203 of the Companies Act, 2013. An experienced team of Senior Executive of the Company including a practicing Company Secretary are looking after all Company Law and Listing Agreement related compliances, however the Company is also looking for a qualified Company Secretary. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(5) of Companies Act 2013, with respect to Directors' responsibility statement, it is hereby confirmed that: a. in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the directors had 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 as at 31st March, 2015 and of the profit of the Company for the said period; c. the directors have taken proper and sufficient care of 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. the directors have prepared the Annual Accounts on a going concern basis. e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. CORPORATE GOVERNANCE In compliance with Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its Compliance forms an integral part of this report. MEETING OF THE BOARD Eight meetings of the Board of Directors were held during the year. For further details, please refer page no.18 of this annual report. POLICY ON DIRECTORS' APPOINTEMENT AND REMUNERATION AND OTHER DETAILS The Company's policy on directors' appointment and remuneration and other matter provided in Section 178(3) of the Act has been disclosed in the corporate governance report on page no.20, which forms part of directors' report 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 arms length basis. Your Directors draw attention of the members to Note no. 29 of the financial statement which set out related party transactions. INTERNAL FINANCIAL CONTROLS The Board of Directors have taken necessary steps for internal financial control and its adequacy during the financial year 2014-15. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company. SECRETARIAL STANDARDS OF ICSI During the year under review, Secretarial Standard specified by the Institute of Company Secretaries of India (ICSI) from time to time were recommendatory in nature. Your Company however complied with the same. RISK MANAGEMENT During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place of capable of addressing those risks. However there are no risks which in the opinion of the Board threaten the existence of your Company. VIGIL MECHANISM Your Company is committed to highest standard of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provide a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report. SECRETARIAL AUDITOR The Board has appointed M/s Arun Dash & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. COST AUDITOR An experienced team of Senior Executives of the Company is looking after cost accounting related functions of the company, however the Company is also looking for a suitable qualified Cost Auditor. AUDITORS Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Motilal & Associates (Firm Reg.No. 106584W), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 27thannual general meeting of the company till the conclusion of the 32nd Annual General Meeting of the Company to be held in the calendar year 2019 subject to ratification of their appointment at every Annual General Meeting CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO The information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report. EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as Annexure I to this Report, PARTICULARS OF EMPLOYEES The information required under section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During the year 2014-2015, the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under aforesaid section / rule. ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members / Share holders of the company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by Company's executives, staff and workers. For and on behalf of the Board Lalit Kumar Daga Chairman Date : 30th May, 2015 Place : Mumbai. |