DIRECTORS' REPORT To The Members, The Directors have pleasure in presenting 29th Annual Report on the business and operations of the Company alongwith the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31st March, 2015. REVIEW OF OPERATIONS: Your company has shown sales turnover of Rs. 12,619.94 Lacs in this financial year ended on 31st March, 2015, a growth of around 7.56 % as against Rs. 11,732.76 Lacs for the previous financial year. The net profit after tax for this year is Rs. 454.88 Lacs, a growth of around 16.85% as compared to Rs. 389.29 Lacs for the previous financial year. Reserves & Surplus as on 31st March, 2015 will stand at Rs. 3,001.81 Lacs as against the paid-up capital of Rs. 253.83 Lacs. DIVIDEND: Your Directors recommend a final dividend of Rs. 6 per share (60%). The dividend payout, if approved in the forthcoming Annual General Meeting, will result in outflow of Rs. 184.16 Lacs inclusive of Rs. 31.87 Lacs on Dividend Tax. Dividend including dividend tax as a percentage of profit after tax before exceptional items is 40.49% as compared to 22.89 % in the previous year. TRANSFER TO GENERAL RESERVE: Your directors recommended a transfer of Rs. 45,00,000/-(Rupees Forty Five Lakhs) to the general reserves of the Company. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND: In terms of Section 125 of the Companies Act, 2013, no unclaimed dividend in relation to any financial year is due for remittance to the Investor Education and Protection Fund established by the Central Government. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the Managing Director. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company, accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control. MARKETING AND EXPORT: A modest pick in the Global economy boosted the export of the company from 1,813.97 Lacs to 2,870.32 Lacs in the year 2014-15. Aggressive marketing efforts and relentless focus on quality have been impressive and export performance enablers with nonetheless adding more customers in the clientele list of the Company. JOINT VENTURE: In order to expand the business activities, your Company has joined hands with Sypris (a USA based Company) for Cold Extrusion forging capability. The Joint Venture agreement will be finalized in the current fiscal. RATING: Your Company has been assigned a rating of BBB Stable for Fund based bank limits of Rs. 15 Crores and rating of A2 for Non Fund based bank limits availed from Indusind Bank Limited. The rating is assigned by ICRA Limited. SUBSIDIARIES: The Company is not having any subsidiary company. DIRECTORS: The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of Corporate functioning. Mr. Kartik Talwar, Non Executive Non Independent Director is liable to retire by rotation and being eligible offers himself for re-appointment. Your Directors recommend for his re-appointment. Further, the Nomination & Remuneration Committee of the Board of Directors has considered and recommended for the re-appointment and remuneration payable to Mr. Tarun Talwar, Managing Director, Mr. Sanjay Sharma, Executive Director and Mr. Vijay Kumar Sharma, Executive Director of the Company. Your Directors recommend to pass necessary resolution as set out in the item no. 5-7 of the notice of the annual general meeting. DECLARATION BY INDEPENDENT DIRECTORS: The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as clause 49 of the Listing Agreement. NUMBER OF MEETINGS OF THE BOARD: The Board met 6 (six) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013. BOARD EVALUATION: Pursuant to the provisions of Companies Act, 2013 and clause 49 of Listing Agreement, Independent Directors at their meeting without the participation of the Non-Independent Directors and Management, considered / evaluated the Boards' performance including the chairman. The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report. AUDIT COMMITTEE: The Company has constituted an Audit Committee w.e.f. 07th August, 2014 with 3 (Three) Directors and Independent Director as chairman of the Committee. During the year two meetings were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report. NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration has been constituted w.e.f. 07th August, 2014 with 3 (three) Non Executive Directors. During the year 1 (One) meeting has been held. The key areas of Committee has been detailed in Corporate Governance Report. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The details of investments made by the Company is given in the notes to the financial statements. RELATED PARTY TRANSACTIONS: The Company has entered into transactions with a related party for availing job work services. The said party is covered under the definition of related party as per Listing Agreement. The transactions entered into with the related party during the financial year were on 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 which may have a potential conflict with the interest of the Company at large. VIGIL MECHANISM / WHISTLE BLOWER POLICY: Pursuant to section 177(9) of the Companies Act, 2013, read with rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014 and clause 49 of the Listing Agreement, the Board of Directors have approved the policy on Vigil Mechanism/Whistle Blower and the same was hosted on the website of the Company. The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit. Your Company affirms that no complaints have been received during the year under review. STATUTORY AUDITORS: Comments of the Auditors in their report and the notes forming part of the Accounts, are self explanatory and need no comments. The Auditors can be appointed for two more years in term of section 139(2) of the Companies Act, 2013. Your directors request that the appointment of M/s Rakesh Raj & Associates, the Company's Auditors are required to be re-appointed for two more years and being eligible offers themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013 You are requested to appoint them as Statutory Auditors form the conclusion of this Annual General Meeting upto the conclusion of 31st Annual General Meeting. SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITOR: The Company has appointed M/s Sonal Agarwal & Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report for the financial year ended on 31st March, 2015 is being attached with the Director's Report as Annexure - B which is self explanatory and needs no comments. COST AUDITOR'S AND THEIR REPORT: Comments of the Cost Auditors in their report are self explanatory and the Company has filed the Cost Audit Report for the financial year 2013-14 to the Central Government on dated 13th January, 2015. M/s Jai Prakash & Co., the Company's Cost Auditors was appointed for the financial year 2014-15 and the Company has already obtained approval of Central Government. The Company has received a certificate from the cost auditors to the effect that their re-appointment is in accordance with the provisions of section 141 of the Companies Act, 2013. INSURANCE AND RISK MANAGEMENT: The assets of the Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management. DEPOSITS: During the year under review, the Company has repaid all deposits accepted and further has not accepted any deposit from the members of the general public as on 31st March, 2015. DIRECTORS' RESPONSIBILITY STATEMENT: In accordance with the provisions of section 134(5), the Board confirm and submit the Directors, Responsibility Statement:- (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures; (ii) the directors had 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 at the end of the financial year and of the profit of the company for that period; (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) the Directors had prepared the annual accounts on a going concern basis; (v) the Directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CORPORATE GOVERNANCE: Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor's Certificate date 27th June, 2015 in accordance with clause 49 of the Listing Agreement and report on Corporate Governance is annexed to and forming part of the Director's Report. Mr. Tarun Talwar, Managing Director and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in sub-clause V of clause 49 of the listing agreement. CORPORATE SOCIAL RESPONSIBILITY: The Company is committed to discharging its social responsibility as a good corporate citizen. As part of its social responsibility, the Company has contributed to various NGOs for promoting good education, building schools for under privileged childrens, contribution for softwares and hardwares required for providing good knowledge and education to the childrens. Further, the Company has also contributed to a NGO namely HMP foundation for promoting health in rural areas where people lack the right guidance for regular health check-ups and proper treatment. HMP foundation has conducted various community health centres and organized various Eye and General Check-up camps in interior rular areas of Bharuch and Narmada district villages. The NGO has also conducted various counseling projects to identify the aptitudes in childrens. The Company has also contributed to Parashar Foundation, a NGO which is engaged in organ donation activities and laid emphasis on creating organ receiving and giving awareness network in Delhi and nearby areas. Also, the Company has taken an initiative to maintain the flora around its Registered Office. The Board provide a brief outline of the Company's CSR Policy including the statement of intent reflecting the ethos of the Company, broad areas of CSR interest and an overview of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company. The Composition of the CSR committee is: 1. Mr. Tarun Talwar, Managing Director 2. Mr. Sanjay Sharma, Executive Director 3. Mr. Sunil Kumar, Independent Director The average net profit of the company for last three (3) financial years is Rs. 6.68 Crores (approx.). The threshold limit (2%) is Rs. 13.37 Lacs. The total amount spent by the Company in year 2014-15 is Rs. 12 Lakhs. However, the Company is planning to promote flora around the registered office area and will utilize the unspent amount of Rs. 1.37 Lakhs in next financial year. MANAGEMENT DISCUSSION AND ANALYSIS: A Management discussion and Analysis as required under the Clause 49 of the Listing Agreement is annexed and forming part of the Directors' Report. CONSERVATION OF ENERGY, REASEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO: The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Board's Report. PARTICULARS OF EMPLOYEES: In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee of the company has received the remuneration in excess to the limits set out in the rules. Further, pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Board's Report are provided in annexure forming part of the Annual Report. Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee. CORPORATE GOVERNANCE CERTIFICATE: The Compliance Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement has been annexed to this report. RISK MANAGEMENT POLICY: Pursuant to the provisions of section 134(3)(n) of the Companies Act, 2013 and 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 the Corporate Governance report. EXTRACTS OF THE ANNUAL RETURN: The Extracts of the Annual Return for the year 2014-15 being attached with the Directors Report as Annexure - C ACKNOWLEDGEMENT: Your Company outperformed the industry in a challenging year and continue to maintain its leadership position. It has also been surpassing all international quality and cost benchmarks and continues to build shareholders value. Your Directors look to the future with confidence. Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth. For and on behalf of the Board Sd/- Kartik Talwar Chairman Place: Faridabad Date : 27.06.2015 |