To The Members
Your Directors have pleasure in presenting the 31st Annual Report of your Companytogether with the Audited Statement of Accounts for the financial year ended 31st March2015.
|FINANCIAL RESULTS || ||(Rs in millions) |
|PARTICULARS ||2014-15 ||2013-14 |
|Total Income (Gross) ||2537.05 ||2178.89 |
|Profit Before Finance Cost || || |
|Depreciation and Taxation ||333.06 ||217.40 |
|Finance Cost ||139.71 ||148.51 |
|Depreciation ||142.35 ||144.21 |
|Profit Before Tax ||51.00 ||(75.32) |
|LESS: || || |
|Tax expense ||(8.73) ||(20.43) |
|Profit/Loss After Tax (Loss) ||59.73 ||(54.89) |
|ADD: || || |
|Balance in Profit and Loss Account ||60.44 ||115.33 |
|Amount Available for Appropriation ||120.17 ||60.44 |
OPERATING RESULTS AND THE STATE OF COMPANY'S AFFAIRS
During the year under review the overall performance of the Company showed upwardmovement as compared to the previous year. The total revenue (gross) of the company forthe year ended 31st March 2015 was Rs. 2537.05 millions as compared to Rs. 2178.89millions in the previous year recorded a 16.80%. The profit before depreciation financecost taxation is increased to Rs. 333.06 millions from Rs. 217.40 millions in theprevious year. The net profit after depreciation and finance cost is Rs. 51.00 millionsfor the current financial year as compared to loss of Rs. 75.32 millions in the previousyear. The profit after tax is Rs. 59.73 millions in comparison to loss of Rs. 54.89millions in previous year.
The Directors express their inability to declare any dividend for the financial yearended March 31 2015 on account of loss during the year under review. The Company has notmade any transfer to General Reserve.
PROSPECTS FOR THE CURRENT YEAR
Although demand for vehicles in India increased over the past years but Inflation andconsumer sentiments do not induce great confidence either. Indian economy has beenexperiencing a slow growth phase and Low growth of GDP is expected to continue and YourCompany is expecting a modest growth for the coming financial year 2015-16.
The human resource profile of your Company is an optimal mix of industry experience andfresh blood from engineering and business institutions. During the year under review theCompany is continuously renewing and updating the knowledge and skill of its employees atall levels through training and development.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the Listing Agreement forms an integral partof this Report. The requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.
The shares of your Company continued to be listed at Mumbai Stock Exchanges. Thelisting fee has already been paid for the Financial Year 2014-15. The application forVoluntary delisting application is still pending at the Calcutta Stock Exchange. Furtherannual custody fee has been paid to NSDL and CDSL.
CASH FLOW STATEMENT
As required by Clause 32 of the Listing Agreement with Stock Exchanges a Cash FlowStatement is annexed.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Suresh Chandra Kapoor having director'sidentification number 00892934 retire by rotation at the ensuing Annual General Meetingand being eligible offer himself for reappointment.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website www.rasandik.com.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY AND SEXUAL HARASSMENT OF WOMEN
The Company has a vigil mechanism named Fraud and Risk Management Policy (FRM) to dealwith instance of fraud and mismanagement if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement; if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
No case iled under Section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
a) in the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2015 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. All related party transactions that were entered into during the financial yearwere on arm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
The Company does not have any subsidiary.
The Auditors M/s Awatar & Co. Chartered Accountants New Delhi (Firm RegistrationNo. 000726N) retire at the conclusion of the ensuing Annual General Meeting and beingeligible offer themselves for re-appointment.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. Arun Gupta & Associates a firm of company Secretaries in practice toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as "Annexure D"
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".
BUSINESS RISK MANAGEMENT:
Pursuant to section 134(3) (n) of the Companies Act 2013 & Clause 49 of thelisting agreement the company has constituted a business risk management committee. Thedetails of the committee and its terms of reference are set out in the corporategovernance report forming part of the Boards report. At present the company has notidentified any element of risk which may threaten the existence of the company.
The board subject to the approval of the Central Government has re-appointed M/s.Jitender Navneet & Co. Cost Accountants as a Cost Auditor for conducting Cost Auditfor the financial year 2015-16 in terms of the Companies (Cost Records and Audit)Amendment Rules 2014.
The Company has also received necessary certificate under Section 141 of the Act 2013from him conveying his eligibility. A sum of Rs.3 lakhs has been fixed by the board asremuneration in addition to reimbursement of service tax travelling and out-of-pocketexpenses payable to him and is also required to be ratified by the members at the ensuingAGM as per Section 148(3) of the Act 2013. The Company does not require to carry out CostAudit for the year 2014-15 and thereby filing of Cost Audit Report does not arise.
As required under the Cost (Cost Accounting Records) Rules 2011 the Company has filedthe Cost Audit Report for the year 2013-14 in XBRL format along with cost complianceReport.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014 for the yearended 31st March 2015.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act2013. The details of the investments made by company isgiven in the notes to the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
All the properties of the Company including Buildings Plant and Machinery and Stockshave been adequately insured.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.
ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure A to this Report.
Your Company has been certified as an ISO/TS 16949-2002 version Quality System Companyby AIB Vincotte Inter Belgium and also an ISO 14001 - Environment Management SystemCompany by British International Standard (BIS).
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
TRANSFER TO INVESTORS EDUCATION AND POTECTION FUND
The Company has transferred a sum of Rs.153337 during the financial year 2014-15 tothe Investor Education and Protection Fund established by the Central Government incompliance with Provision of the Companies Act 2013. The said amount represents unclaimeddividends which were lying with the Company for a period of seven years from theirrespective due dates of payment.
Statements in the Directors Report and the Management Discussion and Analysisdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expresses in the statement. Important factors that couldinfluence the Company's operations included: global and domestic demand new capacityadditions changes in government policies and tax laws and other factors which arematerial to the business operation of the Company.
Your Directors take this opportunity to express their deep sense of gratitude to thebankers employees shareholders customers and suppliers for their continued support andconfidence in the management.
Your Company is grateful for the co-operation and continued support extended by MarutiSuzuki Motors Ltd Tata Motors Ltd New Holland Tractors Honda Siel Fiat India GeneralMotors Mahindra Renault Swaraj Mazda Honda Motorcycles & Scooters Ashok LeylandForce Motors and all other Customers. Your Directors look forward to receive theircontinued confidence support and encouragement.
| ||For and on Behalf of the Board of |
| ||Rasandik Engineering Industries India Limited |
| ||Sd/- |
|Place: Gurgaon ||(S. C. KAPOOR) |
|Date : 13.08.2015 ||CHAIRMAN |