Your Directors present the 43rd Annual Report of your Company comprising of the AuditedFinancial Statements for the year ended 31st March 2015.
| ||Rs in Lacs |
| ||Year ended March 31 2015 ||Year ended March 31 2014 |
|Sales & Other Income (Net) ||11580.39 ||11265.55 |
|Profit before interest Depreciation || || |
|tax and extra ordinary items ||450.28 ||692.69 |
|Less: (i) Financial expenses ||213.75 ||240.97 |
|(ii) Depreciation / Amortization ||224.74 ||228.25 |
|Profit / (Loss) before tax ||11.79 ||223.47 |
|Less: Tax-Provision: || || |
|- Current Tax ||3.15 ||45.08 |
|-Deferred tax liabilities/ (Assets) ||3.66 ||(1.01) |
|- MAT Adjustments ||2.32 ||31.77 |
|Profit / (Loss) after tax ||2.66 ||147.63 |
|Add/ (Less): Excess (Short) ||1.61 ||0.97 |
|tax provision of earlier years || || |
|Add: Balance b /f from last year. ||1103.29 ||954.69 |
|Amount available for appropriation: ||1107.56 ||1103.29 |
|Appropriation: || || |
|Depreciation adjusted against opening balance of retained earnings (refer Note No. 9A-(ii) ||(32.46) ||0.00 |
|Amount carried to Balance Sheet ||1075.10 ||1103.29 |
During the year under review sales and other income of the Company were Rs 11580.39lacs (previous year Rs 11265.55 lacs) profit before interest depreciation and tax was Rs450.28 lacs (previous year Rs. 692.69 lacs) and the Net Profit was placed at Rs 2.66 lacs(previous year Rs 147.63 lacs).
There is a general slowing in the Indian economy which includes the Indian AutomobileIndustry also. Due to this slowdown sales in the first quarter were not very encouraging.However since July there are indications of some improvement and your Directors arehopeful that the next 9 months will be far better. In spite of the slowdown your Companyhas to continue with constant up gradation of its manufacturing and test facilities asthat is the constant requirement of the customer. Your Directors are confident that withthis up gradation the company will be in a better position to secure additional businessboth from existing as well as new customers.
Company's Exports during the year were better at Rs 1606.41 lacs as compared to Rs1442.77 lacs in the previous year.
REMSONS (EUROPE) our Marketing set up in Europe continues to provide excellentEngineering & logistics Support to our overseas OEM customers. Mr. Geoffrey HillDirector - Business Development and Mr. John Glover Director Engineering being inthe Automotive Cable and Gear Shift business since long are well versed with the overseasOEM Market and have been a good support to our export business. They continue and endeavorto seek additional business from existing and new customers. We are hopeful that duringthis year we should be able to effect a further increase in our export business.
Your Company endeavors its best to secure more and more export orders.
In view of inadequate profit your directors do not recommend any dividend for the yearended 31st March 2015.
SHARE CAPITALOFTHE COMPANY:
The paid up equity share capital of your Company as on 31st March 2015 is Rs57133570/- (Rupees Five Crore Seventy One Lakhs Thirty Three Thousand Five HundredSeventy only) divided into 5713357 Equity shares of the face value of Rs 10/- (RupeeTen) each.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the
Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT2013:
The details of loans guarantee or investment under Section 186 of the Companies Act2013 is given under Notes to Accounts of financial statements.
TheAudit Committee evaluates the efficacy and adequacy of financial control system inthe Company its compliance with operating systems accounting procedures and policies atall locations of the Company and strives to maintain the standard in Internal FinancialControl.
The Company did not have any Holding or Subsidiary Company during the financial year.
The Company also does not have any associate or joint venture company.
The Equity shares of the Company continue to be listed at the BSE Limited (BSE) and theNational Stock Exchange of India Limited (NSE). The Company has paid the requisite listingfees to the said stock exchanges for the financial year 2015-16.
D I R E C T O R S A N D K E Y M A N A G E R I A L PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management andAdministration) Rules 2014 andArticles ofAssociation of theCompany Mrs. Chand Kejriwal Whole time Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible offers herself for re-appointment.Board recommends her re-appointment.
The Board of Directors of the Company in its meeting held on 30 th March 2015re-appointed Mr. Sitaram B. Parwal and Mr. Ming Ching Tan as Independent Directors of theCompany for a period up to 31 st March 2019. Members of the Company approved theirappointments by way of Postal Ballot. the result of which were declared on 27 th May 2015.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and under Clause 49 of the Listing Agreement enteredinto with the Stock Exchanges where the shares of the Company are listed.
As stipulated under Clause 49 (VIII)(E) of the Listing Agreement with BSE Limited andThe National Stock Exchange Limited brief resume of Mrs. Chand Kejriwal Whole-timeDirector of the Company proposed to be re-appointed is given in the Annexure to the Noticeconvening 43 rd Annual General Meeting.
MEETINGS OFTHE BOARD:
The Board meets at regular intervals to discuss and decide on Company's business policyand strategy apart from other Board business.Atentative annual calendar of the Board andCommittee Meetings is informed to the Directors in advance to facilitate them to plantheir schedule and to ensure meaningful participation in the meetings. However in case ofa special and urgent business need the Board's approval is taken by passing resolutionsthrough circulation as permitted by law which are confirmed in the subsequent Boardmeeting.
The notice of Board meeting is given well in advance to all the Directors of theCompany. The Meetings of the Board are held in Mumbai Maharashtra. The agenda of theBoard / Committee meetings is circulated 7 days prior to the date of the meeting. Theagenda for the Board and Committee meetings includes detailed notes on the items to bediscussed at the meeting to enable the Directors to take an informed decision.
The Board met six times during the year the details of which are given in the Reporton Corporate Governance. The intervening gap between the two consecutive meetings waswithin the period prescribed under the CompaniesAct 2013.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(3)(c) ofthe CompaniesAct 2013 state that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any; b.the directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofits of the Company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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 were operatingeffectively; and
f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Report on Corporate Governance.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD:
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Stakeholders'Relationship and Nomination and Remuneration Committees. The Board has evaluated theperformances of each of executive non-executive and Independent Directors considering thebusiness of the Company and the expectations that the Board have from each of them. Theevaluation framework for assessing the performance of Directors comprises of the followingkey areas:
i. Attendance of Board Meetings and Board Committee Meetings; ii. Quality ofcontribution to Board deliberations; iii. Strategic perspectives or inputs regardingfuture growth of Company and its performance; iv. Providing perspectives and feedbackgoing beyond information provided by the management.
The manner in which the evaluation has been carried out has been explained in theReport on Corporate Governance.
The Company has laid down a well defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.
An extract of Annual Return in Form MGT 9 is appended to this Report asAnnexure I.
P A R T I C U L A R S O F C O N T R A C T S O R ARRANGEMENTS WITH RELATED PARTIESREFERRED TO IN SECTION 188(1) OF THE COMPANIESACT 2013:
All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material Related Party Transactions i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements were entered during the year by your Company. Accordinglythe disclosure of Related Party Transactions as required under Section 134(3) of theCompaniesAct 2013 in FormAOC-2 is not applicable.
Pursuant to the provisions of Section 204 of the Companies Act 2013 the SecretarialAudit Report received from M/s. Manish Ghia & Associates Company Secretaries Mumbaiis appended as Annexure II and forms part of this report.
During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act 2013 and Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as Annexure III tothis Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Details regarding Conservation of energy technology absorption foreign exchangeearnings and outgo is given as in Annexure IV.
WHISTLE BLOWER POLICY / VIGILMECHANISM POLICY:
The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance offraud and mismanagement if any. The mechanism also provides for adequate safeguardsagainst victimization of directors and employees who avail of the mechanism and alsoprovide for direct access to the Chairman of the Audit Committee in the exceptional cases.The details of the Vigil Mechanism Policy is explained in the Report on CorporateGovernance and also posted on the website of the Company. We affirm that during thefinancial year 2014-15 no employee or director was denied access to theAudit Committee.
The Company has appointed M/s. M. K. Jain & Co CharteredAccountants as itsInternalAuditors. The Internal Auditors have given their reports on quarterly basis to theAudit Committee.
Based on the internal audit report the management undertakes corrective action inrespective areas and thereby strengthens the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSORTRIBUNALS IMPACTINGTHE GOING C O N C E R N S TAT U S A N D C O M PA N Y ' S OPERATIONSIN FUTURE:
There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.
AUDITCOMMITTEEAND ITS COMPOSITION
The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process.
As on 31 st March 2015 the Audit Committee comprised of Mr. S B Parwal Mr. Paresh N.Bhagat Mr. S. K. Agarwal and Mr. V. Harlalka.
Mr. S B Parwal is the Chairman of Audit Committee of the Company. Mr. Sukhdeo PurohitCompany Secretary of the Company acts as Secretary of theAudit Committee.
REPORT ON CORPORATE GOVERNANCE :
Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchangesthe following have been made a part of theAnnual Report and are annexed to this report:
Management Discussion andAnalysis Report
Report on Corporate Governance
Auditors' Certificate regarding compliance of conditions of Corporate Governance
COMMITTEES OFTHE BOARD:
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees. There are currently three Committees of the Board as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the 'Report on Corporate Governance' forming part ofthis Annual Report.
M/s. Kanu Doshi Associates Chartered Accountants Mumbai Statutory Auditors of theCompany hold such office up to the conclusion of the ensuing Annual General Meeting andare eligible for re-appointment. The Company has received letters from them to the effectthat their reappointment if made would be within the prescribed limits under Section 141of the Companies Act 2013 and that they are not disqualified for re-appointment.
M/s. G. P. Agrawal & Co Chartered Accountants New Delhi Branch Auditors of theCompany also hold such office up to the conclusion of the ensuing Annual General Meetingand are eligible for re-appointment. The Company has received letters from them to theeffect that their re-appointment if made would be within the prescribed limits underSection 139 of the Companies Act 2013 and that they satisfy the criteria as providedunder Section 141 of theAct.
Your Directors recommend re-appointments of M/s. Kanu Doshi Associates CharteredAccountants Mumbai as Statutory Auditors of the Company to audit financial statements forthe financial year 2015-16 and M/s. G. P. Agrawal & Co Chartered Accountants NewDelhi as Branch Auditors for Gurgaon Unit of the Company both to hold office from theconclusion of the ensuing Annual General Meeting up to the conclusion of next AnnualGeneral Meeting of the Company.
I N F O R M AT I O N U N D E R T H E S E X U A L HARRASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. There was no case of sexual harassment reported during the yearunder review.
The Board of Directors express its appreciation and gratitude to the Bankers CustomersSuppliers employees and above all the Shareholders of the Company for their valuablesupport and co-operation at all the times.
|For and on behalf of the Board of Directors || |
|Place : Mumbai ||V Harlalka |
|Date: 8th August 2015 ||Chairman |