DIRECTORS REPORT The Directors take pleasure in presenting the Twelfth Annual Report on the business and operations of the company and its financial results for the year ended 31st March, 2015. PERFORMANCE REVIEW During the year under review, our Company has achieved sales revenue of Rs. 1197.63 lacs as thereby registering a marginal increase of 5.29% over the previous year. However, the company has gained profit in the recent year due to increase in sales volume and minimized the cost of the raw material, stores and consumables, fuel and power cost. It is significant to note that the directors have fulfilled their assurance given in the last year's report of improving the situation and bring the profit in the current year. FUTURE PROSPECTS Barring any unforeseen circumstances, the company hopes not only to maintain its current level of operations but to make a significant improvement thereon. SAFETY The company continues to adopt safety measures to protect the health of workers. Company has complied with the measures to be taken regarding hazards or risks to safety and health from the production of iron and steel, including appropriate standards, codes and guidelines as prescribed, approved or recognized by the competent authority. Company is properly maintaining its workplaces, plant, equipment, tools and machinery, and also organizes work in such a manner so as to eliminate and control hazards and risks in the production of iron and steel, which is in consistent with national laws and regulations. Company in consultation with workers and their representatives, looks after: (i) assessment of the hazards and risks to the safety and health of workers arising from the production of iron and steel, (ii) effective use of the information provided by the supplier of equipment or materials and from other reasonably available sources; and (iii) measures to reduce exposure to eliminate or control risks to safety and health identified in the above risk assessment. POLLUTION CONTROL MEASURES The company has installed Waste Heat Recovery Boilers (WHRB) equipped with 3 kilns 100 X 3 MT per day capacity, which helps to generate 12 Mw power/hour preventing the waste, heat and fumes to dilute in the atmosphere. Emission Stream Pre-treatment (ESP) machines are implemented to filter the gases from the all the chimneys of the industry. Plantation is a vivacious step taken by the company to cover most of the area near the industry. DIVIDEND With a view to conserve the liquid resources and to strengthen the financial position of the Company, we have decided not to recommend the dividend for the financial year ended 31st March 2015. LISTING The Company is listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The company is duly complying with Listing Agreement from time to time. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION & FOREIGN EXCHANGE EARNING OUTGO In accordance with the requirements of section 134 (3) (m) of the Companies Act, 2013 read with the companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, a statement showing the information relating to the Conservation of Energy, Research and Development, Technology absorption and foreign exchange earnings and is enclosed in Form- A and should be treated as a part of this report. PROVISION FOR TAX Liability of tax have been determined on the basis of Accounting Standard - 22 which is accounting for taxes on income and accordingly, the tax expenses comprising of deferred tax liability have been calculated. PERSONNEL No employee was in receipts of remuneration exceeding the limits set out under Section 134 of the Companies Act, 2013. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Company has been practicing good Corporate Governance over the time. In addition to basic governance issue the board lays strong emphasis on transparency, accountability and integrity for building investor confidence, improving investor's protection and maximizing long-term shareholder value. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, the followings form part of this Annual Report: (i) Managing Director's declaration regarding compliance of Code of Conduct by Board Members and Senior Management personnel; (ii) Management Discussion and Analysis; (iii) Report on the Corporate Governance; (iv) Auditors' Certificate regarding compliance of conditions of Corporate Governance. INDUSTRIAL RELATIONS: Industrial relations in the company during the year were peaceful, cordial and healthy. Company had been able to maintain peaceful industrial atmosphere and mutual trust between the management and the employees. PUBLIC DEPOSITS The Company has not accepted Public Deposit within the meaning of Section 73 of the Companies Act, 2013 after complying necessary formalities. There are no overdue or unclaimed deposits. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement Under Section 134 (5) of the Companies Act 2013, with respect to Directors, Responsibility Statement, it is hereby confirmed that:- (a) in the preparation of the annual accounts, the applicable accounting standards had 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 at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had 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 had prepared the annual accounts on a going concern basis; and (e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) 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. SECRETARIAL AUDIT Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as annexure to this report. No adverse comments have been made in the said report by the Practicing Company Secretary. ANNUAL RETURN The Extract of Annual Return in form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 duly certified by the Practising Company Secretary is annexed hereto and forms part of this report. Further the Disclosure in the Board Report under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 is also annexed hereto and forms part of this report. COST AUDIT COMPLIANCE Pursuant to Sec. 209 (1)(d) of the Companies Act, 1956, Cost Audit Report for the financial year ended 31/03/2014 was submitted to the Central Government on 30/09/2014 Extracts of Annual Return and other disclosures under Companies (appointment & Remuneration) Rules, 2014. DECLARATION ON INDEPENDENT DIRECTORS The Board of Directors declare that the Independent Directors Mr. Lekhu T Mulchandani, Mr. Ashok Suri & Mr. Sanjay Jadwani are : (a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience; (b) (i) who were or were not a promoter of the company or its holding, subsidiary or associate company (ii) who are not related to promoters or directors in the company, its holding, subsidiary or associate Company; (c) Who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year; (d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; (e) Who, either himself nor any of his relatives - (i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed; (ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of - (A) a firm of auditors/company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or (B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm; (iii) holds together with his relative two per cent, or more of the total voting power of the company; or (iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or (f) who possesses such other qualification as may be prescribed. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Your company has not directly or indirectly a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any, b) given any guarantee or provide security in connection with a loan to any other body corporate or person and c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more. RELATED PARTY TRANSACTIONS A detailed report on contracts and arrangements made during the year 2014-15, being arm's length transactions have been mentioned in form AOC-2 annexed hereto in this report. RISK MANAGEMENT POLICY IMPLEMENTATION In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company's risk management is embedded in the business processes. The Risk Management Policy is being displayed on our website www.vaswaniindustries.com. CORPORATE SOCIAL RESPONSIBILITY (CSR ) Discharging Corporate Social Responsibility (CSR) is now statutorily recognized in India. Section 135 of companies Act, 2013 specifies that: Every company having net worth of Rs 500 crore or more, or turnover of Rs 1000 crore or more, or net profit of Rs 5 crore or more during any of the three preceding financial years (as per circular no. 21/2014 dated June 18, 2014) should spend, in every financial year, at least 2 per cent of the average net profits of the company made during the three immediately preceding financial years. Here our company is not covered by the condition mentioned above. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ( PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has been employing about 6 women employees in various cadres within the factory premises. The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 201415 and hence no complaint is outstanding as on 31.03.2015 for redressal. DIRECTORS In accordance with the Companies Act, 2013, Mr. Yashwant Vaswani retires by rotation and being eligible offers himself for reappointment. Mr. Sanjay Jadwani was appointed as Independent Directors as per provisions of Companies Act, 2013, though he was already Independent Directors under listing agreement. Your Directors recommend the appointment of Mrs. Saraswati Parashar as Independent Directors for a period of two years w.e.f 04.09.2015. Mr. Ravi Vaswani, Chairman & Managing Director whose term ends on 01.03.2015 and your Directors recommend Mr. Ravi Vaswani's re-appointment for a further period of five years upto 03.09.2020, in order to comply with the provisions of the Companies Act, 2013. Your company recommends appointment of Mr. Pramod Vaswani, Whole-time Director whose term ends on 01.03.2015 and your Directors recommend Mr. Pramod Vaswani's re-appointment for a further period of five years upto 03.09.2020 subject to retirement by rotation. Your company recommends appointment of Mr. Yashwant Vaswani, Whole-time Director whose term ends on 01.03.2015 and your Directors recommend Mr. Yashwant Vaswani's re-appointment for a further period of five years upto 03.09.2020 subject to retirement by rotation. AUDITORS The Auditors, M/s Sunil Johri & Associates, Chartered Accountants, Raipur will retire at the conclusion of the ensuing Annual General Meeting and they being eligible, have offered themselves for reappointment. The Company has received letter from the auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 & 142 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act^ During the year, the Central Government prescribed the Cost Accounting Records to be maintained by the Company and also mandated that Cost Audit of eligible products/services be carried out. Therefore, the Board had appointed M/s. Sanat Joshi & Associates, Raipur as Cost Auditors for the year 2015-2016 pursuant to Section 148 of the Companies Act 2013. The Company has received letter from the Cost Auditor to the effect that their appointment and re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 148 read with section 139 and section 141 of the said AcL AUDITORS QUALIFYING REMARKS The notes to the accounts are self explanatory in respect of remarks of the auditors appearing in their report. INTERNAL AUDITORS Under Section 138 read with the Rule 13 of the Companies (Accounts) Rule, 2014, Mr. Pawan Kumar Jha is appointed as internal auditor of the company for five consecutive years with effect from the date of ensuing Annual General Meeting. Mr. Pawan Kumar Jha, Costs & Woks Accountant, being employee of the company is responsible for the internal audit and related work. ACKNOWLEDGEMENT The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, bankers, employees, government agencies, local authorities, and the immediate society for their un-stinted support and co-operation during the year. For and on behalf of the Board of Directors Ravi Vaswani (Chairman & Managing Director) Place : Raipur, date : 30th May 2015 |