DIRECTORS' REPORT To The Members, Your Directors are pleased to present their Report on your company's business operations alongwith the Audited Statement of Accounts for the financial year ended March 31, 2015. The Year Under Review: Consolidated Gross sales and other income for the consolidated entity increased to Rs. 26678.96 Mn, as against Rs. 23683.99 Mn in the previous year, registered an impressive growth of 12.65% .The Net Profit stood at Rs. 1096.09 Mn as compared to the previous year Rs. 954.27 Mn showing an increase of 14.86%. Standalone Gross sales and other income for the standalone entity increased to Rs. 14867.18 Mn, as against Rs. 13507.96 Mn in the previous year, registered a growth of 10.06%. Dividend: Your Directors are pleased to recommend 50% Dividend (being Rs. 0.50 per share) (Previous Year: 45% - final) on 210,117,750 Equity Shares of Rs. 1/- each, subject to the approval by the Shareholders and this will absorb about Rs. 126.45 Mn including dividend tax and surcharge thereon (Previous year: Rs. 110.62 Mn). Reserves: The Board of Directors proposes to transfer Rs. 135 Mn to Reserves (Previous year Rs. 135 Mn). Directors: At the 24th Annual General Meeting (AGM) of the company held on September 29, 2014, the members of the company have appointed Mr. K.N. Venkatasubramanian, Mr. Sanjaya Kulkarni, Mr. M.K. Wadhwa and Mr. Kartik Parija as independent directors for a term of 5 years as per the provisions of Companies Act, 2013. The Board of Directors of the Company had appointed Ms. Monika Srivastava as Additional Director of the Company w.e.f. 13.08.2014. However at the Annual General Meeting (AGM) of the company held on 29th September, 2014, members of the Company appointed her as Non- Executive Director of the Company. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Bharat Vageria, Whole Time Director is liable to retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. All independent directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In compliance with the requirements of the clause 49 of the Listing Agreement, the Company has put in place a familiarization program for the Independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The Company has formulated a policy on 'Familiarisation programme for independent directors' which is available on the Company's website, www.timetechnoplast. com Subsidiaries, Associates and Joint Ventures: The Company has Subsidiaries and Joint Venture Companies. As per sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements and performance of the Company's subsidiaries, associate company and joint ventures for the year ended March 31, 2015, is included as per the prescribed format in this Annual Report. Pursuant to Section 136 of the Companies Act, 2013 ("the Act"), the Company is exempted from attaching to its Annual Report, the Annual Report of the Subsidiary Companies. The Company shall provide the copy of the financial statement of its subsidiary companies to the shareholders upon their request. The financial statement of the subsidiary company is kept open for inspection by the shareholders at the Corporate Office of the Company. The Company shall provide the copy of the financial statement of its subsidiary company to the shareholders upon their request. Extract of Annual Return: The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 ('the Act') in prescribed Form MGT-9 is enclosed as Annexure "A" to this report. Policy on Directors Appointment and Remuneration: For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation, if any, received from any member of the Board. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. Number of Meetings of the Board: The Board of Directors of the Company met four times during the previous financial year on 29th May, 2014, 13th August, 2014, 12th November, 2014 and 31st January, 2015. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Performance Evaluation: In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Nomination and Remuneration Committee has laid down the criteria for evaluation of individual Directors, the Board as a whole. Based on the criteria the exercise of evaluation was carried out through as structured process covering various aspects of the Board functioning such as composition of Board and Committees, experience and expertise, performance of specific duties and obligation, governance and compliance issues attendance, contribution at meeting etc. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting which the performance of the Board as a whole evaluated was reviewed. The performance of the Independent Directors was carried out by the entire Board (Excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation. Auditors: Statutory Auditor The Company's Auditors, M/s. Raman S. Shah & Associates, Chartered Accountants, Mumbai (Firm's Regn No. 119891W), were appointed as the Statutory Auditors of the Company for a period of three years, upto the conclusion of the AGM to be held for F.Y. 2016-17, subject to ratification by members at every Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Cost Auditor As per the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014, the Company's Cost Records for the year ended March 31, 2015 are being Audited by Cost Auditors, M/s. C. G. Pampat & Co. The Cost Audit Report for the year ended March 31, 2014 was filed within the stipulated due date. The Board of Directors of the Company has, at its meeting held on 30th May 2015 appointed M/s. C. G. Pampat & Co. as the Cost Auditors for the year ending March 31, 2016. The members will be required to ratify the remuneration proposed to be paid to the Cost Auditors in terms of relevant provisions of the Companies Act, 2013. Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Arun Dash & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Statutory Auditors' Report: The Auditors' Report for the year ended March 31, 2015 does not contain any qualification, reservation or adverse remark. Loans, Guarantees & Investments: The particulars of loans, guarantees and investments have been disclosed in the financial statements. Related Party Transactions: All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013 (as amended). During the year, the Company had not entered into any contract/ arrangement/ transactions with related parties which can be considered as material in nature. Accordingly, no disclosure is made in respect of the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 of the Act. The related party transactions are disclosed in the Notes to Financial Statements. Material Changes: There is No Material Changes affecting the financial position of the company which have occurred between the end of the financial year of the company to which this financial statement relate on the date of this report. Risk Management: The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. Your Company follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Board. The Company's Risk Management Policy has been developed to include various categories such as Human Resources, Financial, Business Processes and Systems, Corporate Governance, Compliance and Information Security. A detailed exercise has been carried out to identify, evaluate, manage and monitor the risks which shall help the Company to take pro-active decisions and avoid all financial implications. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Audit Committee Composition: The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms a part of this Report. Corporate Social Responsibility: In compliance with the requirements of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility Committee. The details of membership of the Committee & the meetings held are detailed in the Corporate Governance section of the Annual Report. The CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the company. The objective of Policy is not just mere spending of amount but working towards social welfare and strengthening its bond with the communities local thereto. Company is giving preference to the local area where it operates, for spending on Account of Corporate Social Responsibility. Company is endeavoring to identify the nature of activities where the CSR spending can be made, which could have a maximum impetus. However, implementation of the same is in the progress. The report on CSR is annexed herewith as "Annexure C". Directors' Responsibility Statement: Pursuant to the requirements under section 134(5) read with section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that: a) In the preparation of the annual accounts for the financial year ended 31st March 2015, 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 as at 31st March 2015 and of the loss of the Company for the year ended on that date; 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) 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 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. Corporate Governance: Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Corporate Governance Report forms an integral part of Annual Report. The requisite certificate from Auditor of the Company confirming compliance with the condition of Corporate Governance is attached to the Report on Corporate Governance. Management discussion and analysis: The management discussion and analysis on the operations of the Company as prescribed under clause 49 of the listing agreement is provided in a separate section and forms a part of this report. Public Deposits: The Company has not accepted any deposit from the Public during the year under review, under the provisions of the Companies Act, 2013 and the rules framed thereunder. Significant and Material Orders Passed by the regulators or Courts or Tribunals: No significant or material Orders were passed by the Regulators or Courts or Tribunals during the previous year which may impact the Going Concern Status of the Company's Operation in the future. Internal Financial Controls: The Company has in place a well defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of intellectual property, resources and assets, and the accurate reporting of financial transactions in the financial statements. The company continually upgrades these systems. The internal control system is supplemented by extensive internal audits, conducted by independent firms of chartered accountants. Vigil Mechanism/ Whistle Blower Policy: To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the company has formulated a Vigil Mechanism/ Whistle Blower Policy. This Policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) that affect Company's interest / image. The Policy is available on the website of the Company. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace. The Company has not received any complaint on sexual harassment during the financial year 2014-15. Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure D". Acknowledgements: The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and co-operation received from Banks, Financial Institutions, Government Departments and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support. For and on behalf of the Board ANIL JAIN MANAGING DIRECTOR DIN-00183364 BHARAT VAGERIA DIRECTOR- Finance DIN-00183629 Place : Mumbai Date : 30.05.2015 |