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Directors Report of Acrysil Ltd.

Mar 31, 2015

The Members,

The Directors have pleasure in presenting their Twenty Eighth Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31, 2015.

1. Financial summary/Performance of the Company

The summary of standalone (Company) and consolidated (Company and its subsidiaries) operating results for the financial year under review along with the figures for previous year are as follows:

(Rs.in Lacs) Standalone Consolidated

31.03.2015 31.03.2014 31.03.2015 31.03.2014

1. Net Sales/Income from Operations 11640.56 10370.96 12710.40 10646.07

2. Other Income 112.11 76.62 68.73 64.76

3. Total Income (1 2) 11752.67 10447.58 12779.13 10710.83

4. Total Expenditure 9596.02 8632.31 10356.21 8790.94

5. Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4) 2156.65 1815.27 2422.92 1919.89

6. Finance Cost 481.04 343.58 679.75 402.21

7. Depreciation 359.07 419.61 426.68 481.70

8. Profit before Tax and Minority Interest(5-6-7) 1316.53 1052.08 1316.49 1035.99

9. Provision for Taxation 368.70 253.98 415.51 262.01

10. Net Profit after Tax and before Minority Interest (8-9) 947.83 798.11 900.98 773.98

11. Minority Interest - - 27.88 (1.71)

12. Profit after Tax (10 11) 947.83 798.11 873.10 772.27

Notes: 1 The Previous year figures has been regrouped wherever necessary

2. Performance Review

- Standalone

Once again, sales are the highest ever. During the current financial year, your Company took various growth initiatives to improve its volumes which helped the Company in posting an impressive performance for the year. Sales turnover for the year was Rs.11640.56 Lacs against Rs.10370.96 Lacs in the previous year. The net profit for the year was Rs.947.83 Lacs compares to Rs.798.11 in the previous year.

- Consolidated

On the consolidated basis, Sales turnover of your Company for the year was Rs.12710.40 Lacs as against Rs.10646.07 Lacs in the previous year. The Consolidated Profit before Taxation and Minority was Rs.1316.49 Lacs against Rs.1035.99 Lacs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs.873.10 Lacs against Rs.772.27 Lacs in the previous year.

3. Dividend

Your company has a consistent dividend policy of balancing the dual objective of appropriately rewarding shareholders through dividends and retaining capital to maintain a healthy capital adequacy ratio to support future growth. It has a consistent track record of moderate but steady increases and expansions in dividend declarations over its history.

Considering the achievement of targets for the year and growth of the business, Directors are pleased to recommend dividend of 40% (Rs.4.00 per Equity Share of Rs.10/- each) on Equity Shares of Rs.10/- for the financial year ended March 31,2015 subject to approval of shareholders at the ensuing Annual General Meeting.

4. Material Changes, Transaction and Commitment/Change in the nature of business, if any

There is no change in the nature of the business of the Company for the year under review.

During the year under review, no significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. Management Discussion and Analysis (MDA)

MDA, for the year under review, is presented in a separate section, which forms part of the Annual Report

6. Share Capital

During the year under review, 1,50,000 equity shares of the face value of Rs.10/- each were issued and allotted on conversion of preferential warrants allotted to Promoter Group company. Consequent thereto, total paid up equity share capital of the Company as on 31st March 2015 stands at Rs.4,65,80,000 divided into 46,58,000 equity shares of Rs.10/- each.

During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. Transfer to Reserves

The Company proposes to transfer Rs.314.35 Lacs to the General Reserves. An amount of Rs.721.65 Lacs is proposed to be retained in the Statement of Profit and Loss of standalone financials.

8. Subsidiary companies

As on 31st March, 2015, the Company has eight subsidiaries, including three subsidiaries overseas, two step down subsidiaries overseas. All the said subsidiaries of the Company remained operational during the year under review. There has been no material change in the nature of the business of the subsidiaries. Financials of subsidiaries are disclosed in the consolidated financial statements, which forms part of this Annual Report. Pursuant to sub-section (3) of section 129 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statements of a Company's subsidiaries in Form AOC-1 is attached to the Accounts.

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

The following companies have become Company's Subsidiaries, joint ventures or associate companies during the year;

9. Directors and Key Managerial Personnel

The Board of Directors of the Company is led by the Executive Chairman and comprises six other Directors as on 31st March 2015, including one Chairman and Managing Director, five Independent Directors and one Non-Executive Director (other than Independent Directors).

During the year under review, the members, in their Annual General Meeting held on 24th September, 2014, approved the appointments of Mrs. Shetal Chirag Parekh as a non-executive Non-Independent Director who is liable to retire by rotation and of Mr. Shyam H. Mariwala, Mr. Pradeep H. Gohil, Mr. Jagdish R. Naik and Mr. Ajit Sanghvi as Independent Directors who are not liable to retire by rotation.

During the year under review, Mr. Arjun S. Handa was appointed as Additional Director (Independent) on the Board with effect from February 10, 2015. We seek your confirmation for appointment of Mr. Arjun S. Handa as Independent Director for a term upto five consecutive years i.e. from September 25, 2015 to March 31, 2020, on non-rotational basis. Based on disclosures provided by him, he is not disqualified from being appointed as Directors as per section 164 of the Companies Act, 2013.

All the Independent Directors of the Company have furnished declarations that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Agreement with Stock Exchanges.

Mrs. Shetal Chirag Parekh, Non Executive Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers herself for re-appointment.

At the Board Meeting held on August 12,2014, Mr. Chirag A. Parekh, Chairman and Managing Director and Mr. Damodar Sejpal, Company Secretary were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Apart from this, there were no changes in the Directors or Key Managerial Personnel during the year under review.

The brief resumes and other relevant documents of the Directors being appointed / re-appointed are given in the Explanatory Statement to the Notice convening the Annual General Meeting, for your perusal.

a. Board meetings

During the year, eight Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report which forms part of the Annual Report.

Board meeting dates are finalised in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. A detailed presentation is also made to apprise the Board of important developments in industry, segments, business operations, marketing, products etc.

b. Independent Director's familiarization Programme

As per requirements under the Listing Agreement, the Company undertook directors' familiarization programme for Independent Directors in order to familiarise them with business model, management structure, product portfolio, Industry overview, manufacturing operations, internal control system and processes, FOREX management, risk management framework, functioning of various divisions, HR Management, CSR activities etc. Details of such familiarization programme is placed on the Company's website at www.acrysilcorporateinfo.com(http://www.acrysilcorporateinfo.com/ public/upload/pdf/9390 Familiarisation Programme for Independent directors.pdf).

c. Evaluation of Board, Committees and Directors

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors.

Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report which forms part of the Annual Report.

d. Policy on appointment and remuneration of Directors

The Board, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The Board has formulated Nomination and Remuneration Policy and the same is uploaded on the Company's website at www.acrysilcorporateinfo.com(http://www.acrysilcorporateinfo.com/ public/ upload/ pdf/2328 Nomination %20&%20Remuneration %20Policy.pdf)

10. Auditors

a. Statutory Auditors

Your Company's statutory auditors, M/s. Sanghavi & Co., Chartered Accountants, Bhavnagar, retire at the conclusion of ensuing Annual General Meeting. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of section 139 & 141 of the Act, and are eligible for re-appointment, holding peer review certificate.

Audit Committee and the Board recommend their reappointment.

The remarks as contained in the Auditor's Report read with Notes forming part of the accounts are self-explanatory.

b. Cost Auditors

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Kitchen Sinks under other manufacturing activity are required to be audited by cost auditors. The Board has on the recommendation of the Audit Committee, appointed M/s. S. K. Rajani & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs.60,000/-, subject to ratification by members. Accordingly, a resolution seeking Member's ratification for the remuneration payable to M/s. S. K. Rajani & Co., Cost Accountants is included at Item No. 6 of the Notice convening the Annual General Meeting.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

c. Secretarial Auditors

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. P.P.Shah & Company, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure VI". The Secretarial Audit Report is self explanatory in nature and do not require any further comments and explanations.

11. Internal Control System And Compliance Framework

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Company has appointed M/s. Pramod Shah & Associates as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such system are adequate and operating effectively.

12. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

13. The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

There has been no complaint related to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year.

14. Risk Management and Policy on Risk Management Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

Major risks identified for the Company by the management are Currency fluctuation, Compliance, Regulatory changes, Manufacturing & Supply, Litigation, Information Technology and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialise.

The Board has formulated Policy on Risk Management and the same is uploaded on the Company's website at www.acrysilcorporateinfo.com(http://www.acrysilcorporateinfo.com /public/upload/pdf/1902risk-management-policy.pdf)

15. Vigil Mechanism

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. It is posted on the intranet of the Company. The same is reviewed by the Audit Committee from time to time.

16. Related party transactions and Policy on Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Details on Related Party Transactions in Form AOC - 2 has been enclosed as Annexure III.

The Board has formulated Policy on Related Party Transactions and the same is uploaded on the Company's website at www.acrysilcorporateinfo.com(http://www.acrysilcorporateinfo.com/public /upload/pdf/5203related-party-transcation-policy.pdf).

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees and commission payable to them.

17. Managerial Remuneration and Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and statement of particulars of employees is annexed as Annexure IV.

18. Insurance

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which are considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

19. Loans, Guarantees Or Investments

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

20. Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Act, read with CSR Rules, the Company has constituted CSR committee and formulated CSR policy. During the year, the Company undertook several initiatives under the CSR program. The details of CSR policy and CSR activities undertaken during the year are annexed herewith as Annexure II.

21. Deposits

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

22. Extract of the Annual Return

The extract of the Annual Return in form MGT 9 is annexed herewith as Annexure I.

23. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm:

a. that in the preparation of the annual accounts for the year ended 31st March 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected 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 ended 31st March 2015 and of the profit of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d . that the annual accounts/financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that 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.

24. Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo

The information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134 of the Act, read with the Companies (Accounts) Rules, 2014 is given as Annexure VII and forms part of this report.

25. Corporate Governance

As required by Clause 49 of the Listing Agreement, a separate Report on Corporate Governance forms part of the Annual Report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of this report

26. Human Resource

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in-house training programs to develop leadership as well as technical/ functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

27. Disclosures under Section 134(3)0) of the Companies Act, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

28. Gratitude & Acknowledgments

Your Directors place on record their earnest appreciation for the unstinted commitment, dedication, hard work and significant contribution made by employees across the globe in ensuring sustained growth of the Company.

Your Directors also sincerely thanks all the stakeholders, business partners, government, other statutory bodies, banks, financial institutions, analysts and shareholders for their continued assistance, co-operation and support.

For and on behalf of the Board of Directors

Mumbai Chirag A. Parekh

August 14, 2015 (DIN: 00298807)

Chairman & Managing Director

Registered Office:

704, Centre Point, J. B. Nagar, Andheri-Kurla Road,

Andheri (East), Mumbai - 400 059 (India)

Phone: (022) 66711101, 66711105 - Fax: (022) 66711109 CIN: L26914MH1987PLC042283 www.acrysilcorporateinfo.com www.acrysil.com


Mar 31, 2014

THE MEMBERS OF THE COMPANY

The Directors have pleasure in presenting the Twenty Seventh Annual Report and the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The summary of consolidated (Company and its subsidiaries) and standalone (Company) Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Rs. in Lacs) Particulars Standalone Consolidated

As on 31.03. 2014 As on 31.03.2013 As on 31. 03.2014 As on 31.0 3.2013

1. Net Sales/ Income from Operations 10370.96 7844.93 10646.07 7957.81

2. Other Income 76.62 80.51 64.76 55.50

3. Total Income (1 2) 10447.58 7925.44 10710.83 8013.31

4. Total Expenditure 8632.31 6564.16 8790.94 6632.69

5. Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4) 1815.27 1361.28 1919.89 1380.62

6. Finance Cost 343.58 265.71 402.21 327.29

7. Depreciation 419.61 379.41 481.70 437.01

8. Profit before Tax and Minority Interest (5-6-7) 1052.08 716.16 1035.99 616.32

9. Provision for Taxation 253.98 165.70 262.01 134.78

10.Net Profit after Tax and before Minority Interest (8-9) 798.11 550.46 773.98 481.54

11. Minority Interest - - (1.71) 1.81

12. Profit After Tax (10 11) 798.11 550.46 772.27 483.36

Notes: 1. The previous year figures has been regrouped, wherever necessary.

OPERATIONS OF THE COMPANY

PERFORMANCE

- Standalone

First time in history, sales are the highest ever. During the current financial year, your Company took various growth initiatives to improve its volumes, which helped the Company in posting an impressive performance for the year. Sales turnover for the year was Rs.10370.96 Lacs against Rs.7844.93 Lacs in the previous year. The net profit for the year was Rs.798.11 Lacs compared to Rs.550.46 Lacs in the previous year.

- Consolidated

On a consolidated basis, Sales turnover of your Company for the year was Rs.10646.07 Lacs against Rs.7957.81 Lacs in the previous year. The Consolidated Profit before Taxation and Minority Interest was Rs.1035.99 Lacs against Rs.616.32 Lacs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs.772.27 Lacs against Rs.483.36 Lacs in the previous year.

DIVIDEND

Your company has a consistent dividend policy of balancing the dual objective of appropriately rewarding shareholders through dividends and retaining capital to maintain a healthy capital adequacy ratio to support future growth. It has a consistent track record of moderate but steady increases and expansions in dividend declarations over its history.

Considering the achievement of targets for the year and growth of the business, Directors are pleased to recommend dividend of 40% (Rs.4.00 per Equity Share of Rs.10/- each) on Equity Shares of Rs.10/- for the financial year ended 31st March, 2014 subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

Your company proposed to transfer Rs.200.00 Lacs to the General Reserves. An amount of Rs.387.14 Lacs is proposed to be retained in the Statement of Profit and Loss of standalone financials.

EXPORT MARKET

The Company has continued to maintain focus on high potential markets and avail of export opportunities based on economic considerations. During the year, the Company has income from Export Sales at Rs.7632.70 Lacs compared to previous year figure i.e. Rs.6102.42 Lacs. The export revenue, as a percentage of net sales stood at 73.59% in fiscal 2013-2014.

DOMESTIC MARKET

Sales jumped from Rs.1742.51 Lacs to Rs.2738.26 Lacs, recording 57.14% growth as compared to previous year. We plan to further increase domestic sales by launching new models, catering to new projects and aggressive promotion.

REVIEW OF OPERATIONS

- Standalone:

The Company has achieved Turnover of Rs.10370.96 Lacs compared to previous year of Rs.7844.93 Lacs, recording 32.20% higher. The Operating Profit before Interest, Depreciation and Tax is Rs.1815.27 Lacs against Rs.1361.28 Lacs in the previous year. The Profit before Tax is Rs.1052.08 Lacs against Rs.716.16 Lacs in the previous year. The Net Profit after Tax for the year is Rs.798.11 Lacs compared to Rs.550.46 Lacs in previous year.

- Consolidated:

The Company has achieved Turnover of Rs.10646.07 Lacs against Rs.7957.81 Lacs in the previous year. The Operating Profit before Interest, Depreciation, Tax and Minority Interest is Rs.1919.89 Lacs against Rs.1380.62 Lacs in the previous year. The Profit before Tax and Minority Interest is Rs.1035.99 Lacs compared to Rs.616.32 Lacs in previous year. The Net Profit after Tax and minority interest for the year is Rs.772.27 Lacs compared to 483.36 Lacs in previous year.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

MDA, for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section, which forms part of the Annual Report.

NEW PRODUCTS

Your Company has launched bathroom products (wash basins) and cooking range during the year and received tremendous response from the market.

SUBSIDIARY COMPANIES

Your Company has interests in several businesses and is having global presence with operations in various countries across the globe either directly or through its following Subsidiary Companies:

1. Acrysil Steel Limited

2. Sternhagen Bath Private Limited (formally known as Acrysil Quartz Private Limited)

3. Acrysil GmbH, Germany

4. Acrysil Appliances Limited

ACCOUNTS OF SUBSIDIARIES

In pursuant to conditions specified in General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs and other applicable provisions, if any, of the Companies Act, 1956, the Company has been exempted for attaching individual Annual Accounts of all the Indian and International subsidiaries for the year ended 31st March, 2014 have not been attached to the Annual Report. Copies of these annual accounts and related information will be made available on request. The annual accounts of the subsidiary companies will be available at the registered office of the Company and also at the venue during the Annual General Meeting.

EXPANSION/DIVERSIFICATION

Company has successfully increased its installed capacity of manufacturing Quartz Kitchen Sinks to 2,75,000 Nos. per annum.

CERTIFICATION

1) ISO 9001: 2008

Your Company is having status of ISO 9001:2008 Certification, which is internationally recognized for the production, quality control and other qualities. The scope of certificate is design, manufacture, supply, installation and commissioning of fluid couplings and flexible fluid couplings. The ISO certification will give international reorganization and will help boost export turnover.

2) ISO 14001:2004 OHSAS & BIS-18001:2007 FOR ENVIRONMENT, HEALTH AND SAFETY POLICY, BSCI (BUSINESS SOCIAL COMPLIANCE INITIATIVES) – CODE OF CONDUCT:

Your Company has got ISO 14001:2004 OHSAS & BIS-18001:2007 for Environment, Health and Safety Policy Certification and BSCI (Business Social Compliance Initiatives) – Code of Conduct. Your company considers the environment, health and safety performance criterion as an integral part of our business and essential for long term success.

COMPLYING STANDARDS

Your Company is also complying standards including CE Marking, CSA, IAPMO, USA – International Association of Plumbing and Mechanical Officials and EN 13310.

DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Ashwin M. Parekh (DIN: 00295001), Executive Chairman of the Company has resigned w.e.f. 31st October, 2013. The Board of Director placed on record the invaluable contributions of Mr. Ashwin M. Parekh towards the progress of the Company. He was conferred designation of "Chairman Emeritus" of the Company so that his counsel and advise emanating from his vast experience would continue to be available to the Board and the Company.

Dr. Minoo D. Daver (DIN: 00024709), Director of the Company has expired on 20th January, 2014. The Board of Directors had expressed their condolence for sad demise of the Director Dr. Minoo D. Daver. The Board of Director placed on record the invaluable contributions of Dr. Minoo D. Daver towards the progress of the Company.

Mr. M. Nageswara Rao (DIN: 01009445), Director of the Company has resigned w.e.f. 29th January, 2014. The Board of Director placed on record the invaluable contributions of Mr. M. Nageswara Rao towards the progress of the Company.

Mr. Rustam N. Mulla (DIN: 00328070), Director of the Company has resigned w.e.f. 25th April, 2014. The Board of Director placed on record the invaluable contributions of Mr. Rustam N. Mulla towards the progress of the Company.

Mr. Chirag A. Parekh (DIN: 00298807), Chairman & Managing Director, retires by rotation and being eligible, offer himself for re-appointment.

The Board at its meeting held on 12th August, 2014, subject to approval of the shareholders, appointed Mr. Jagdish R. Naik (DIN 00030172), Mr. Ajit R. Sanghvi (DIN 00340809), Mr. Pradeep H. Gohil (DIN 03022804) and Mr. Shyam Mariwala (DIN 00350235), existing Independent Directors, as Independent Directors on the Board of Directors of the Company, for a period of five consecutive years from 1st April, 2014 upto 31st March, 2019, pursuant to the provisions of Sections 149, 150, 152, 178 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder ("the Act") read with Schedule IV of the Act.

Mrs. Shetal C. Parekh (DIN: 03018222) was appointed as an Additional Director of the Company w.e.f. 12th August, 2014. It is proposed to appoint her as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting. The Board recommends her appointment.

Brief resume, area of expertise and other details of terms of appointment of these Directors forms integral part of the Notice of the Annual General Meeting.

All the Independent Non-Executive Directors of the Company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

Pursuant to the provisions of Sections 203, 178 and other applicable provisions of the Companies Act, 2013 and Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board at its aforesaid meeting also appointed Mr. Chirag Parekh, Chairman & Managing Director, Mr. Damodar Sejpal, Company Secretary, as Whole-time Key Managerial Personnel of the Company.

PARTICULARS REGARDING CONVERSATION OF ENERGY, ETC:

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are annexed hereto and form part of this Report.

AUDITOR''S AND THEIR REPORT

STATUTORY AUDITORS

M/s. Sanghavi & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent and relevant certification from the Auditors proposed to be re-appointed.

The Company has received letters from M/s. Sanghavi & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

COST AUDITOR

Your Company had appointed M/s. S. K. Rajani & Co., Cost Accountants, Bhavnagar as the Cost Auditor of your Company for the financial year 2014-15 to conduct the audit of the cost records of your Company.

As per Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Company has appointed M/s. S. K. Rajani & Co., Cost Accountants, Bhavnagar as the Cost Auditor of your Company for the financial year 2014-15 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs.50,000 (Rupees Fifty Thousands only) excluding out of pocket expenses, if any.

The Board of Directors has, on recommendation of the Audit Committee, at its meeting held on 26th May, 2014 appointed M/s. S. K. Rajani & Co., Cost Accountants, Bhavnagar as the Cost Auditor of the Company for audit of cost accounting records of its activities for manufacturing of Quartz Kitchen Sinks for the financial year 2014-15 and has also fixed the remuneration for audit of cost accounting records for the said financial year. In terms of Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit & Auditors) Rules, 2014, it is proposed by the Board to recommend the remuneration approved in its meeting, for ratification by the shareholders in the ensuing Annual General Meeting of the Company.

INSURANCE

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which are considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

FIXED DEPOSITS

In compliance with the applicable provisions of Section 73 & 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, your Directors report that all the fixed deposits due for repayment/renewal on or before 31st March, 2014 were either paid or renewed and e-forms DPT-3 and DPT-4 filed with Registrar of Companies, Mumbai, Maharashtra.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:- 1. In the preparation of accounts, the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2014 and the profit of the Company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

4. The Annual Accounts of the company have been prepared on a going concern basis.

CORPORATE GOVERNACE

Your Company is committed to the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreements with the Stock Exchanges and pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors'' Certificate regarding compliance of the same are annexed as a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

In line with the provisions of the Companies Act, 2013 and rules made thereunder ("the Act"), a Corporate Social Responsibility (CSR) Committee has been formed by the Board of Directors in their meeting held on 13th March, 2014.

Mr. Chirag A. Parekh (DIN:00298807), Chairman and Managing Director, Mr. Pradeep H. Gohil (DIN:03022804), Director and Mr. Shyam H. Mariwala (DIN:00350235), Director, are the members of the CSR Committee. The Board of Directors at their meeting held on 13 th March, 2014 approved a CSR policy as recommended by the CSR Committee which include, inter alia, the CSR activities falling under the purview of Schedule VII of the Act.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards AS – 21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in this Annual Report.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO IEPF

Pursuant to the provisions of Section 205(A) of the Companies Act, 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

PERSONNEL

The Company continued to have cordial relations with its employees. Since no employee of the Company is drawing remuneration in excess of the ceilings prescribed under the Companies (Particulars of Employees) Rules, 1975 as amended, read with Section 217(2A) of the Companies Act, 1956 information for the same is not furnished.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from 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 of Directors

Mumbai Chirag A. Parekh

12th August, 2014 Chairman and Managing Director

Registered Office:

704, Centre Point,

J.B. Nagar, Anadheri – Kurla Road,

Andheri (East), Mumbai – 400 059

Tel.: 022-6671 1101/05

Fax: 022- 6671 1109

CIN: L26914MH1987PLC042283

Website: www.carysil.com


Mar 31, 2013

To, THE MEMBERS OF THE COMPANY

The Directors have pleasure in presenting the Twenty Sixth Annual Report and the audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The summary of consolidated (Company and its subsidiaries) and standalone (Company) Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Rs. in Lacs)

Particulars Standalone Consolidated As on As on As on As on 31.03.2013 31.03.2012 31.03.2013 31.03.2012

1. Net Sales/Income from Operations 7844.93 6215.58 7957.81 6262.26

2. Other Income 80.51 89.10 55.50 63.96

3. Total Income (1 2) 7925.44 6304.68 8013.31 6326.22

4. Total Expenditure 6564.16 5238.03 6639.91 5504.05

5. Operating Profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4) 1361.28 1066.65 1373.40 822.17

6. Finance Cost 265.71 204.17 327.29 267.42

7. Depreciation 379.41 331.81 437.01 381.19

8. Profit before Tax and Minority Interest (5-6-7) 716.16 530.67 609.10 173.56

9. Provision for Taxation 165.70 136.50 134.78 23.73

10. Net Profit after Tax and before Minority Interest (8-9) 550.46 394.17 474.32 149.82

11. Minority Interest - - 9.03 13.59

12. Profit After Tax (10 11) 550.46 394.17 483.35 163.41



Note: The previous year figure has been regrouped, wherever necessary.

OPERATIONS OF THE COMPANY

PERFORMANCE

- Standalone

Once again, sales are the highest ever. During the current financial year, your Company took various growth initiatives to improve its volumes, which helped the Company in posting an impressive performance for the year. Sales turnover for the year was Rs.7844.93 Lacs against Rs.6215.58 Lacs in the previous year. The net profit for the year was Rs.550.46 Lacs compared to Rs.394.17 Lacs in the previous year.

- Consolidated

On a consolidated basis, Sales turnover of your Company for the year was Rs.7957.81 Lacs against Rs.6262.26 Lacs in the previous year. The Consolidated Profit before Taxation and Minority Interest was Rs.609.10 Lacs against Rs.173.55 Lacs in the previous year. The Consolidated Profit after Tax and Minority Interest was Rs.483.35 Lacs against Rs.163.41 Lacs in the previous year.

DIVIDEND

Your company has a consistent dividend policy of balancing the dual objective of appropriately rewarding shareholders through dividends and retaining capital to maintain a healthy capital adequacy ratio to support future growth. It has a consistent track record of moderate but steady increases and expansions in dividend declarations over its history.

Considering the achievement of targets for the year and growth of the business, Directors are pleased to recommend dividend of 33% (Rs.3.30 per Equity Share of Rs.10/- each) on Equity Shares of Rs.10/- for the financial year ending 31st March, 2013 subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

Your company proposed to transfer Rs.342.60 Lacs to the General Reserves. An amount of Rs.25.85 Lacs is proposed to be retained in the

Statement of Profit and Loss of standalone financials.

EXPORT MARKET

The Company has continued to maintain focus on high potential markets and avail of export opportunities based on economic considerations. During the year, the Company has income from Export Sales at Rs.5994.25 Lacs compared to previous year figure i.e. Rs.4945.05 Lacs. The export revenue, as a percentage of net sales stood at 76.40% in fiscal 2012-2013.

DOMESTIC MARKET

Sales jumped from Rs.1335.47 Lacs to Rs.1899.17 Lacs, recording 42.21% growth as compared to previous year. We plan to further increase domestic sales by launching new models, catering to new projects and aggressive promotion.

REVIEW OF OPERATIONS

- Standalone

The Company has achieved Turnover of Rs.7844.93 Lacs compared to previous year of Rs.6215.58 Lacs, recording 26.21% higher. The Operating Profit before Interest, Depreciation and Tax is Rs.1361.28 Lacs against Rs.1066.65 Lacs in the previous year. The profit before tax is Rs.716.16 Lacs against Rs.530.67 Lacs in the previous year. The Net Profit After Tax for the year is Rs.550.46 Lacs compared to Rs.394.17 Lacs in previous year.

- Consolidated

The Company has achieved Turnover of Rs.7957.81 Lacs against Rs.6262.26 Lacs in the previous year. The Operating Profit before Interest, Depreciation, Tax and Minority Interest is Rs.1373.40 Lacs against Rs.822.17 Lacs in the previous year. The Profit before Tax and Minority Interest is Rs.609.10 Lacs compared to Rs.173.56 Lacs in previous year. The Net Profit After Tax and minority interest for the year is Rs.483.35 Lacs compared to Rs.163.41 Lacs in previous year.

NEW PRODUCTS

Your Company has launched series of kitchen appliances products during the year and received tremendous response from the market. The products launched are Chimneys, Cooktops, Hoods, Hobs, Ovens, Dish Washers and Wine Chillers.

SUBSIDIARY COMPANIES

Your Company has interests in several businesses and is having global presence with operations in various countries across the globe either directly or through its following Subsidiary Companies:

1. Acrysil Steel Limited

2. Acrysil Quartz Private Limited

3. Acrysil GmbH, Germany

4. Acrysil Appliances Limited (Incorporated on 4th April, 2013 and received Certificate of Commencement of Business on 19th April, 2013)

ACCOUNTS OF SUBSIDIARIES

In pursuant to conditions specified in General Circular No. 2/2011 dt. 8th February, 2011 issued by Ministry of Corporate Affairs and other applicable provisions, if any, of the Companies Act, 1956, the Company has been exempted for attaching individual Annual Accounts of all the Indian and International subsidiaries for the year ended 31st March, 2013 have not been attached to the Annual Report. Copies of these annual accounts and related information will be made available on request. The annual accounts of the subsidiary companies will be available at the registered office of the Company and also at the venue during the Annual General Meeting.

EXPANSION/DIVERSIFICATION

Company has successfully increased its installed capacity of manufacturing Quartz Kitchen Sinks to 2,75,000 Nos. per annum.

CERTIFICATION

1) ISO 9001:2008

Your Company is having status of ISO 9001:2008 Certification, which is internationally recognized for the production, quality control and other qualities. The scope of certificate is design, manufacture, supply, installation and commissioning of fluid couplings and flexible fluid couplings. The ISO certification will give international reorganization and will help boost export turnover.

2) ISO 14001:2004 OHSAS & BIS-18001:2007 FOR ENVIRONMENT, HEALTH AND SAFETY POLICY

Your Company has got ISO 14001:2004 OHSAS & BIS-18001:2007 for Environment, Health and Safety Policy Certification. Your Company considers the environment, health and safety performance criterion as an integral part of our business and essential for long term success.

COMPLYING STANDARDS

Your Company is also complying with standards including CE Marking and CSA.

DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Apurva Shah, Director of the Company has resigned w.e.f 31st August, 2012. The Board notes with appreciation the contribution of Shri Apurva Shah to the Company in its formative years.

Mr. Pradeep H. Gohil was appointed as Additional Director of the Company w.e.f 28th January, 2013. It is proposed to appoint him as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting. The Board recommends his appointment.

Mr. Shyam Mariwala was appointed as Additional Director of the Company w.e.f 27th July, 2013. It is proposed to appoint him as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting. The Board recommends his appointment.

Mr. Jagdish R. Naik and Mr. Ajit R. Sanghvi retire by rotation and being eligible, offer themselves for re-appointment.

PARTICULARS REGARDING CONVERSATION OF ENERGY, ETC

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the board of directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are annexed hereto and form part of this Report.

AUDITOR''S AND THEIR REPORT

STATUTORY AUDITORS

M/s.Sanghavi & Co. Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting 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 224(1B) of the Companies Act, 1956. The directors recommend the re-appointment of M/s. Sanghavi & Co. as Statutory Auditors for the financial year 2013-14.

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no clarification.

INSURANCE

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which are considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the company for providing against the Public liability arising out of Industrial accidents for employees working in plants.

FIXED DEPOSITS

In compliance with the Companies (Acceptance of Deposits) Rules, 1975, your Directors report that all the fixed deposits due for repayment/renewal on or before 31st March, 2013 were either paid or renewed.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies (amendment) Act, 2000 the Directors confirm that:- 1. In the preparation of accounts, the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2013 and the profit of the Company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

4. The Annual Accounts of the company have been prepared on a going concern basis.

CORPORATE GOVERNACE

Your Company is committed to the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreements with the Stock Exchanges and pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors'' Certificate regarding compliance of the same are annexed as a part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards AS–21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated

Financial Statements in this Annual Report.

PERSONNEL

The Company continued to have cordial relations with its employees. Since no employee of the Company is drawing remuneration in excess of the ceilings prescribed under the Companies (Particulars of Employees) Rules, 1957 as amended, read with Section 217(2A) of the Companies Act, 1956 information for the same is not furnished.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from 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 of Directors

Mumbai Ashwin M. Parekh

27th July, 2013 Executive Chairman

Registered Office:

704, Centre Point,

J. B. Nagar,

Andheri–Kurla Road,

Andheri (East),

Mumbai - 400 059 (India).

 
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