Mar 31, 2018
Directors'' Report
The Directorsâ have pleasure in presenting the 30th Annual Report together with Audited Accounts of the Company for the year ended on 31st March 2018.
FINANCIAL RESULTS
(Rs. in lacs)
31.03.2018 |
31.03.2017 |
|
Gross Profit before Depreciation |
993.63 |
2547.88 |
Depreciation |
865.03 |
909.55 |
Profit before Tax |
128.60 |
1638.33 |
Provision for Tax |
- |
- |
Current |
54.02 |
640.21 |
- MAT Credit |
- |
243.94 |
- Deferred |
(42.75) |
(20.25) |
Surplus available for appropriation |
117.33 |
1262.31 |
Dividend (including Dividend Tax) |
- |
184.15 |
Amount transferred to General Reserve |
- |
200.00 |
Surplus carried to Balance Sheet |
112.35 |
878.16 |
WORKING RESULTS
Financial year 2017-18 was a tough year with many macro headwinds impacting the operational performance of the Company. The revenue of your Company declined by 15.89% from Rs.238.65 Cr in FY16-17 to Rs. to Rs.200.72Cr in FY17-18.The profitability of the Company was also impacted, with its EBITDA declining by 55.08% from Rs.30.68 Cr in FY16-17 to Rs.13.78 Cr in FY17-18. Our Net Profit declined from Rs 12.62 Cr in FY16-17 to Rs 1.17 Cr in FY17-18. We commenced commercial production from our 72 wire - Multi Wire which has enabled us to enter the high value market of Quartzite''s. These quartzite have a lower level of competition where focus is more on Quality than Price. Due to the Cash Flow crunch caused by the delayed refunds of Input Credit in the GST regime, we are taking several steps into our cash flow management, the effect of which will be seen in FY 2018-19. Our Cut to Size division is picking up with over 40 projects being completed during the year. This will help us further in the coming years as our reputation in this line grows.
Though the Industry is going through its most difficult time in over three years, we have been able to maintain above industry average sales and that is largely due to the success of our new warehouse. The 11,000sqm showroom enables us to display all our stocks which helps us make sales even better in these difficult times.
DIVIDEND
In view of the lower profitability, the Board of Directors of the Company has not recommended any Dividend for the year 2017-18. FIXED DEPOSIT
The Company has not accepted any fixed deposit from the public.
LOANS, GUARANTEES AND INVESTMENTS
The Company has not granted any Loans, Guarantees and made any Investments during the year.
RELATED PARTY TRANSACTIONS
All contracts/arrangements and transactions entered by the Company with related parties were in ordinary course of business and on armâs length basis. Your Directors draw attention of the members to Notes to accounts of financial statement which sets out related party disclosures. The Related Party Transactions Policy as approved by the Board is available on the website of the Company www.arotile.com.
DIRECTORS
During the year Shri Sahil Arora (DIN 07970622) appointed as an Additional Director with the Designation of Whole Time Director for the period of three years with effect from 01.11.2017. Shri Sundareshwara G. Sastry (DIN 00165762) appointed as an Independent Director for a period of Five years with effect from 28.10.2017.
Shri Kanwaljit Singh, Independent Director resigned from Board of Directors of the Company with effect from 16th November 2017. The Board records its appreciations for the valuable services contributed by him.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the accounting policies have been selected and applied consistently and judgments and estimates made 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and
f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR policy may be access from the website of the Company i.e. www.arotile.com. The Annual Report on CSR activities is annexed herewith marked as Annexure I.
AUDITORS AND AUDITORS'' REPORT (a) Statutory Auditor
M/s VAPS & Company., Chartered Accountants, New Delhi was appointed as the Statutory Auditors of the Company for a period of Five Years from the Conclusion of Twenty Ninth Annual General Meeting. The Notes on the financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualifications, reservations or adverse remark.
(b) Secretarial Auditor
Practicing Company Secretary Ms. Latika Jetley (CP No. 3074) was appointed as the Secretarial Auditor by the Board for the finanial year 2017-18 to conduct the Secretarial Audit. The Secretarial Audit Report for the year 2017-18 is annexed herewith as Annexure II. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.
(c) Internal Auditor
The Board had appointed M/s Sreekantha & Co., Chartered Accountants, Hosur as the Internal Auditor of the Company for the year 2017-2018.
Auditors'' Certificate on Corporate Governance
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Auditorsâ Certificate on Corporate Governance is enclosed as Annexure III to the Boardsâ Report. The Auditorsâ Certificate for the year 2017-18 does not contain any qualifications, reservations or adverse remarks.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the period under review, there were no significant and material orders passed by the Regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required as per the provisions of Companies Act 2013 and Rules there under is annexed herewith in Annexure IV and form part of this report.
EXTRACT OF THE ANNUAL RETURN The Extract of annual return of the Company in form MGT 9 is annexed herewith as Annexure V to this report.
PARTICULARS OF REMUNERATION
Statement of particulars of employee pursuant to the provisions of section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31stMarch 2018.
Employed throughout the financial year, ended 31st March 2018 in receipt of remuneration not less than One Crore two Lakh rupees per annum.
Name |
Age |
Qualification |
Experience |
Date of Commencement Employment |
Designation |
Remuneration |
Last Employment |
Mr. Sunil K Arora |
59 Years |
B.Sc |
31 Years |
03.05.1988 |
Managing Director |
16488088 |
Since Inception |
Pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the details regarding the ratio of remuneration of each Director to the median employeeâs remuneration and such other details as required therein are as under:
1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: The Board of Directors of the Company comprises of Non-Executive Directors who has been paid commission in the form of
Remuneration and sitting fee from the Company.
SI. No. |
Name |
Ratio to median remuneration |
1 |
Shri Sunil K Arora, Managing Director |
659.392 |
2 |
Shri Sundareshwara G Sastry |
3.999 |
3 |
Shri Dinesh Chandra Kothari |
2.599 |
4 |
Shri Rahul Gupta |
8.798 |
5 |
Smt. Sujata Arora |
5.999 |
6 |
Shri K Raghavendra Acharya, Executive Director |
63.333 |
7 |
Smt. Vanita Sood |
7.998 |
8 |
Shri Sahil Arora |
35.993 |
2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, in the financial year: The Board of Directors of the Company comprises of Non-Executive Directors who has been paid Commission and sitting fee from the Company.
SI. No. |
Name |
% Increase in Remuneration |
1 |
Shri Sunil K Arora, Managing Director |
-3.46 |
2 |
Shri Dinesh Chandra Kothari |
44.44 |
3 |
Shri Rahul Gupta |
15.79 |
4 |
Smt. Sujata Arora |
-86.82 |
5 |
Shri K Raghavendra Acharya, Executive Director |
4.14 |
6 |
Smt. Vanita Sood |
1.00 |
7 |
Shri Sabyasachi Panigrahi, Company Secretary |
4.14 |
8 |
Shri S Sundara Rajan, CFO |
4.14 |
3. The percentage increase in the median remuneration of employees in the financial year: (-) 14.17.
4. The number of permanent employees on the roll of Company: 137
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year ended 31st March 2018 was 7.00%.
6. The Company affirms that the remuneration is as per the remuneration policy of the Company.
CORPORATE GOVERNANCE including details pertaining to Board Meetings, Nomination and Remuneration Policy, Audit Committee and Vigil Mechanism
Your Company re-affirms its Commitment to the highest standards of Corporate Governance practices. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Management Discussion and Analysis, Corporate Governance Report and Auditorsâ Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.
The Corporate Governance Report which form part of this report also covers the following:
a) Particulars of the Four Board Meetings held during the financial year under review.
b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management.
c) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements and no material reportable weakness was observed in the system. Further, the Company has in place adequate internal financial controls commensurate with the size and nature of its operations. The Company also has robust Budgetary Control System and Management Information System (MIS) which are backbone of the Company for ensuring that your Companyâs assets and interests are safeguarded.
LISTING
The Equity Shares of the Company are listed in BSE Limited and National Stock Exchange of India Limited. Listing fees for the year 20182019 have already been paid to BSE Limited and National Stock Exchange of India Limited.
ACKNOWLEDGEMENT
Your Directors wish to thank and acknowledge the Banks, Government Authorities, Dealers, Suppliers, Business Associates and the Companyâs Valued Customers for their assistance and cooperation and the esteemed Shareholders for their continued trust and support. The Directors also wish to acknowledge the committed and dedicated team of Aro Granite whose unstinted work, efforts and ideas have taken the Company on a path of steady growth and development.
For and on behalf of the Board
Place: Hosur Sunil K Arora Sujata Arora
Date: 21.04.2018 Managing Director Director
Mar 31, 2016
The Directorsâ have pleasure in presenting the 28th Annual Report together with Audited Accounts of the Company for the year ended on 31st March 2016.
FINANCIAL RESULTS
(Rs. in lacs)
31.03.2016 |
31.03.2015 |
|
Gross Profit before Depreciation |
1590.32 |
2755.11 |
Depreciation |
912.08 |
858.75 |
Net Profit before Tax |
678.24 |
1896.36 |
Provision for Tax |
- |
- |
Current |
312.46 |
738.47 |
- MAT Credit |
132.39 |
336.43 |
- Deferred |
(87.97) |
(174.53) |
Surplus available for appropriation |
586.14 |
1668.85 |
Dividend (including Dividend Tax) |
184.15 |
179.00 |
Amount transferred to General Reserve |
200.00 |
200.00 |
Surplus carried to Balance Sheet |
201.99 |
1289.85 |
WORKING RESULTS
During the financial year 2015-16, the turnover was declined by 18% to Rs 216.00 Crores. This was largely due to fall in the exports by 20% to Rs.202.00 Crores financial year 2015-2016 as compared to financial year 2014-2015. EBDITA margins also dropped from
11.18% in 2014-15 to 9.25% in 2015-2016. This was mainly due to stiff competition from Brazil, irregular supply of rough granite blocks and increasing popularity of engineered stone i.e. Quartz. Our profitability was impacted due to high competition in our major markets especially USA and Poland, and extra cost in sourcing raw material from new sources due to closure of traditional quarries in Tamil Nadu. Sales to USA, which is a major part of our total sales, was hit by Brazilian exporters which now account for more than 80% of US granite imports. The depreciation Brazilian currency against US Dollar has allowed Brazilian exporters to offer heavy discounts. Our sales to Europe were also hit due to the Euro Depreciating. The situation with the closure of over 100 quarries in Tamil Nadu has not changed. More than 25 traditional colours in White, Cream, Ivory and Gold based are still not available and there is no respite in sight. With the current trend around the world, only Black, Grey and White material are selling and the portfolio of colours that we can offer has been greatly reduced. Colours like green and brown are almost out of the market. This has created a spike in the rough block prices and also limited the range of shades we can offer to our customers.
In-spite of the tough business conditions, we took steps which will benefit our business in years to come. We have started sourcing raw material from Rajasthan for some newer shades. Though the transport cost for these materials are high, we have been able to command a reasonable price for these new colours. We have added a few new colours to our portfolio from Rajasthan in white and blue tonalities which are in line with current Market trends. We started a new segment, "CUT-TO-SIZE" and have received positive response from our existing customers. We have partially commissioned our 11,000 square meter Granite studio, with a capacity to store over one lakh square meters of finished granite slabs. We will be able to better display our inventory, which will help us better serve our customers in a shorter period of time. Post the full commissioning of the warehouse we further aim to expand our products offerings. We continue to search for new business and foray into new countries like Slovakia, Mongolia & Iran. Response from these markets was encouraging and we expect more business from these countries in year to come.
We have been awarded the Top Export Award for our exports in Natural Stone making us the largest exporter of granite Tiles and Slabs from India. Though the business conditions in granite industry remain challenging, we are tracking them closely and aim to counter them by improving our internal efficiency and productivity.
DIVIDEND
Your Directors have recommended a dividend of Re. 1 /- (i.e. 10%) per Equity Share of Rs. 10/- each (last year Re. 1 /- per Equity Share) for the financial year ended 31st March 2016 amounting to Rs.184.15 lacs /- (inclusive of tax of Rs.31.15 lacs ). The Dividend payout is subject to approval of members at the ensuing Annual General Meeting.
The dividend will be paid to the members whose names appear in the Register of Members as on 10.09.2016 and in respect of shares held in dematerialized forms, it will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on that date.
FIXED DEPOSIT
The Company has not accepted any fixed deposit from the public.
LOANS, GUARANTEES AND INVESTMENTS
The Company has not granted any Loan, Guarantees and made any Investments during the year.
RELATED PARTY TRANSACTIONS
All contract/arrangements and transactions entered by the Company with related parties were in ordinary course of business and on armâs length basis. Your Directors draw attention of the members to Notes to accounts of financial statement which sets out related party disclosures. The Related Party Transactions Policy as approved by the Board is available on the website of the Company www.arotile.com.
DIRECTORS
Shri Pradeep Kumar Jain, resigned from Board of Directors of the Company with effect from 4th August, 2015. The Board record its appreciations for the valuable services contributed by him.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:-
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the accounting policies have been selected and applied consistently and judgments and estimates made 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and
(f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR policy may be access from the website of the Company i.e www.arotile.com. The Annual Report on CSR activities is annexed herewith marked as Annexure I.
AUDITORS AND AUDITORS'' REPORT (a) Statutory Auditor
M/s Alok Mittal & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.
The Notes on the financial statements referred to in the Auditorsâ Report are self explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservations or adverse remark.
(b) Secretarial Auditor
The Board has appointed Ms Latika Jetley, Practising Company Secretary, (CP No. 3074) to conduct the Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year 2015-16 is annexed herewith as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.
(c) Internal Auditor
The Board has appointed M/s Sreekantha & Co., Chartered Accountants, Hosur as the Internal Auditor of the Company for the year 2016-2017.
Auditors'' Certificate on Corporate Governance
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Auditorsâ Certificate on Corporate Governance is enclosed as Annexure III to the Boardsâ Report. The Auditorsâ Certificate for the year 2015-16 does not contain any qualifications, reservations or adverse remarks.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the period under review, there were no significant and material orders passed by the Regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required as per the provisions of Companies Act 2013 and Rules there under is annexed herewith in Annexure IV and form part of this report.
EXTRACT OF THE ANNUAL RETURN
The Extract of annual return of the Company in form MGT 9 is annexed herewith as Annexure V to this report.
PARTICULARS OF REMUNERATION
Statement of particulars of employee pursuant to the provisions of section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March 2016.
Employed throughout the year ended 31st March 2016 in receipt of remuneration not less than Sixty Lakh rupees per annum.
Name |
Age |
Qualification |
Experience |
Date of Commencement Employment |
Designation |
Remuneration |
Last Employment |
Mr. Sunil K Arora |
58 Years |
B.Sc |
29 Years |
03.05.1988 |
Managing Director |
1,44,00,000/- |
Since Inception |
Pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the details regarding the ratio of remuneration of each Director to the median employeeâs remuneration and such other details as required therein are as under:
1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: The Board of Directors of the Company comprises of Non-executive Directors who does not draw any Remuneration form the Company except sitting fee.
SI. No. |
Name |
Ratio to median remuneration |
1. |
Shri Sunil K Arora, Managing Director |
494.285 |
2. |
Shri Kasturi Lal Arora |
1.888 |
3. |
Shri Dinesh Chandra Kothari |
5.320 |
4 |
Shri Rahul Gupta |
6.865 |
5 |
Shri Kanwaljit Singh |
3.433 |
6 |
Smt Sujata Arora |
4.806 |
7 |
Shri K Raghavendra Acharya, Executive Director |
49.956 |
8 |
Smt Vanita Sood |
3.604 |
2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, in the financial year: The Board of Directors of the Company comprises of Non-executive Directors who does not draw any Remuneration form the Company except sitting fee.
SI. No. |
Name |
% Increase in Remuneration |
1. |
Shri Sunil K Arora, Managing Director |
6.25 |
2. |
Shri Kasturi Lal Arora |
-35.29 |
3. |
Shri Dinesh Chandra Kothari |
58.06 |
4 |
Shri Rahul Gupta |
55.00 |
5 |
Shri Kanwaljit Singh |
0.00 |
6 |
Smt. Sujata Arora |
42.86 |
7 |
Shri K Raghavendra Acharya, Executive Director |
8.61 |
8 |
Smt. Vanita Sood |
52.38 |
9 |
Shri Sabyasachi Panigrahi, Company Secretary |
8.61 |
10 |
Shri S Sundara Rajan, CFO |
8.61 |
3. The percentage increase in the median remuneration of employees in the financial year: 7.32
4. The number of permanent employees on the rolls of company: 133
5. The explanation on the relationship between average increase in remuneration and Company performance: The average increase in remuneration of employees is in line with the Companyâs performance. The average increase in remuneration of employees is
0.13%. The average increase in Companyâs performance is -15.38%.
6. Comparison of the Remuneration of the Key Managerial Personnel against the performance of the Company for the financial year 2015-16: (in Lacs)
Aggregate remuneration of Key Managerial Personnel (KMP) |
186.46 |
Revenue |
21558.84 |
Remuneration of KMP (as % of revenue) |
0.86 |
Profit Before Tax |
678.24 |
Remuneration of KMP (as % of PBT) |
27.49 |
7. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:
Particulars |
31st March 2016 |
31st March 2015 |
% Change |
Market Capitalization (Rs. in Crores) |
63.27 |
93.33 |
-32.21 |
Price Earnings Ratio |
10.80 |
5.59 |
93.20 |
8. Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:
Particulars |
31st March 2016 |
9th January 1995 |
% Change |
Market Price |
Rs. 41.35 |
Rs. 20.00 |
106.75 |
9. Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year ended 31st March 2016 was 3.06%.
10. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:
(in Crores)
Sunil Kumar Arora Managing Director |
K Raghavendra Acharya Executive Director |
S Sundara Rajan CFO |
Sabyasachi Panigrahi Company Secretary |
|
Remuneration in FY 2015-16 |
1.44 |
0.138 |
0.138 |
0.138 |
Revenue |
215.59 |
215.59 |
215.59 |
215.59 |
Remuneration as % of Revenue |
0.67 |
0.067 |
0.064 |
0.064 |
Profit before Tax (PBT) |
6.78 |
6.78 |
6.78 |
6.78 |
Remuneration as % of PBT |
21.24 |
2.13 |
2.05 |
2.05 |
11. No variable component of remuneration was availed by the directors during the financial year ended 31st March 2016.
12. The ratio of the remuneration of the highest paid director to that of the employee who are not directors but receive remuneration in excess of the highest paid director during the year: Not applicable.
13. The Company affirms that the remuneration is as per the remuneration policy of the Company.
CORPORATE GOVERNANCE-including details pertaining to Board Meetings, Nomination and Remuneration Policy, Audit Committee and Vigil Mechanism
Your Company re-affirms its Commitment to the highest standards of Corporate Governance practices. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Management Discussion and Analysis, Corporate Governance Report and Auditorsâ Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.
The Corporate Governance Report which form part of this report also covers the following:
(a) Particulars of the Four Board Meetings held during the financial year under review.
(b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management.
(c) The details with respect to composition of Audit Committee and establishment of Vigil mechanism.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate Internal financial controls with reference to financial statements and no material reportable weakness was observed in the system. Further, the Company has in place adequate internal financial controls commensurate with the size and nature of its operations. The Company also has robust Budgetary Control System and Management Information System (MIS) which are backbone of the Company for ensuring that your Companyâs assets and interests are safeguarded.
LISTING
The Equity Shares of the Company are listed in BSE Limited and National Stock Exchange of India Limited. Listing fees for the year 20162017 have already been paid to BSE Limited and National Stock Exchange of India Limited.
ACKNOWLEDGEMENT
Your Directors wish to thank and acknowledge the Banks, Government authorities, dealers, suppliers, business associates and the Companyâs valued Customers for their assistance and cooperation and the esteemed Shareholders for their continued trust and support. The Directors also wish to acknowledge the committee and dedicated team of Aro Granite whose unstinted work, efforts and ideas have taken the Company on a path of steady growth and development.
For and on behalf of the Board
Place: Hosur Sunil K Arora Kasturi Lal Arora
Date: 30.04.2016 Managing Director Director
Mar 31, 2015
Dear Members,
The Directors' have pleasure in presenting the 27th Annual Report
together with Audited Accounts of the Company for the year ended on
31st March 2015.
FINANCIAL RESULTS
(Rs. in lacs)
31.03.2015 31.03.2014
Gross Profit before
Depreciation 2755.11 3352.67
Depreciation 858.75 516.13
Net Profit before Tax 1896.36 2836.54
Provision for Tax - -
Current 738.47 743.84
- MAT Credit 336.43 148.26
- Deferred (174.53) 131.74
Surplus available for a
ppropriation 1668.85 2109.22
Dividend (including
Dividend Tax) 179.00 179.00
Amount transferred to
General Reserve 200.00 200.00
Surplus carried to
Balance Sheet 1289.85 1730.22
WORKING RESULTS
During the year the sales grew up by 1.6% to Rs 260.09 Crores from Rs
256.01 Crores in FY 2013-14. Net Profit of the company declined from
Rs. 21.10 Cr last year to Rs. 16.69 Crores in FY2015. Last year the
profits included the onetime gains from the divestment of Unit I and so
adjusting for that profits grew by 15.83%.
The year started on a good note with demand reviving in our major
exports markets. However the second half of the year was challenging
due to Russia, which was a large market for us, was hit by sanctions
last year due to Ukraine issue. That demand vanished and with the
European countries also struggling to grow, the overall demand scenario
has remained weak. The fall in Euro and Brazilian Currency also hit the
competitiveness of the Indian granite industry.
We decided to invest in improving the overall operational efficiencies
for the future. For this purpose we placed orders for 2 Mono wire, 1
Polishing line to replace the first polishing line which completed 15
years and a Gantry crane to Load and Unload blocks. These investments
were done largely to de-bottleneck our existing capacity and the effect
of these will be seen in the coming years.
We are also in the midst of constructing a new 110,000 Sqft (~ 11,000
sqm) Warehouse/Showroom, where we will be able to better display our
inventory to customers who visit us. This will also help us streamline
our Inventory Management Systems and Dispatch Systems which will be
helped by introducing a new ERP (Enterprise Resource programming). All
this should result in a better and quicker customer experience
enhancing our clients overall satisfaction.
We have also planned to enter the highly Quality Conscious CUT-to-SIZE
market where we will cut our random slabs to the size, dimensions and
shapes to the custom orders of our clients. This will enable us to add
more product ranges to our current portfolio (including Steps & Risers,
Custom Counter tops, Window Sills, Larger Format Tiles etc). This
should lead to a better rate of Raw material recovery. This project
will kick off by January 2016.
DIVIDEND
Your Directors have recommended a dividend of Re. 1/- (i.e. 10%) per
Equity Share of Rs. 10/- each (last year Re. 1/- per Equity Share) for
the financial year ended 31st March 2015 amounting to Rs. 1,79,00,235/-
(inclusive of tax of Rs. 26,00,235). The Dividend payout is subject to
approval of members at the ensuing Annual General Meeting.
The dividend will be paid to the members whose names appear in the
Register of Members as on September 11, 2015 and in respect of shares
held in dematerialised forms, it will be paid to members whose names
are furnished by National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL), as beneficial
owners as on that date.
FIXED DEPOSIT
The Company has not accepted any fixed deposit from the public.
LOANS,GUARANTEES AND INVESTMENTS
The Company has not granted any Loan, Guarantees and made any
investments during the year.
RELATED PARTY TRANSACTIONS
During the financial year ended 31st March 2015, company has not
entered into any contracts or arrangement or transaction with related
party. In view of above AOC-2 is not applicable. The Related Party
Transactions Policy as approved by the Board is available on the
website of the Company.
DIRECTORS
(i) Shri K. Raghavendra Acharya (DIN 06923476) was appointed as an
Additional Director w.e f. 31.10.2014 and subsequently appointed as a
Wholetime Director with designation of Executive Director of the
Company with effect from 1st November 2014 for a period of three
consecutive years subject to approval of the members at the ensuing
Annual General Meeting.
(ii) Ms Vanita Sood (DIN 06926832) was appointed as an Additional
Independent Director w.e f. 31.10.2014 subject to approval of the
members at the ensuing Annual General Meeting.
(iii) Shri Kanwaljit Singh (DIN 01388140) was appointed as an
Additional Independent Director w.e f. 25.04.2015 subject to approval
of the members at the ensuing Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act, 2013, your
Directors state that:-
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) the accounting policies have been selected and applied consistently
and judgments and estimates made 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) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
said Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) the internal financial controls to be followed by the Company have
been laid down and that such internal financial controls
are adequate and were operating effectively; and
(f) the proper systems to ensure compliance with the provisions of all
applicable laws have been devised and that such systems were adequate
and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee has formulated and
recommended to the Board, a Corporate Social Responsibility Policy(CSR
Policy) indicating the activities to be undertaken by the Company which
has been approved by the Board. The CSR policy may access from the
website of the Company i.e www.arotile.com . The Annual Report on CSR
activities is annexed herewith marked as Annexure I.
AUDITORS AND AUDITOR'S REPORT
(a) Statutory Auditors
M/s Alok Mittal & Associates, Chartered Accountants, Statutory Auditors
of the Company, hold office till the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment. They have
confirmed their eligibility to the effect that their re-appointment, if
made, would be within the prescribed limits under the Act and that they
are not disqualified for reappointment.
The Notes on the financial statements referred to in the Auditor's
Report are self explanatory and do not call for any further comments.
The Auditor's Report does not contain any qualification, reservations
or adverse remark.
(b) Secretarial Auditor
The Board has appointed Ms Latika Jetley, Practising Company Secretary,
(CP No. 3074) to conduct the Secretarial Audit for the Financial year
2014-15. The Secretarial Audit Report for the financial year 2014-15 is
annexed herewith as Annexure II to this report. The Secretarial Audit
Report does not contain any qualification, reservations or adverse
remark.
(c) Internal Auditor
The Board has appointed M/s Sreekantha & Co., Chartered Accountants,
Hosur as the Internal Auditor of the Company for the year 2014-2015.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
During the period under review, there were no significant and material
orders passed by the Regulators or courts or tribunals which would
impact the going concern status of the Company and its future
operations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required as per the
provisions of Companies Act 2013 and Rules thereunder is annexed hereto
in Annexure III and forms part of this report.
EXTRACT OF THE ANNUAL RETURN
The Extract of annual return of the Company in form MGT 9 is annexed
herewith as Annexure IV to this report.
PARTICULARS OF REMUNERATION
Statement of particulars of employee pursuant to the provisions of
section 197 of the Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 for the year
ended 31st March 2015.
Employed throughout the year ended 31st March in receipt of
remuneration not less than Sixty Lakh rupees per annum.
Pursuant to the provisions of Section 197 (12) of the Companies Act,
2013 read with Rule 5 of companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, the details regarding the ratio of
remuneration of each Director to the median employee's remuneration and
such other details as required therein are as under:
1. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
The Board of Directors of the Company comprises of Non-executive
Directors who does not draw any Remuneration form the Company except
sitting fee.
SI. Name Ratio to median remuneration
No.
1. Shri Sunil K Arora,
Managing Director 777.749
2. Shri Kasturi Lal Arora 40.184
3. Shri Dinesh Chandra Kothari 2.222
4 Shri Rahul Gupta 4.074
5 Shri Pradeep Kumar Jain 3.889
6 Smt Sujata Arora 39.628
7 Shri K Raghavendra Acharya,
Executive Director # 47.998
8 Smt Vanita Sood * 1.852
2. The percentage increase in remuneration of each Director, Chief
Financial Officer, Company Secretary, in the financial year: The Board
of Directors of the Company comprises of Non-executive Directors who
does not draw any Remuneration form the Company except sitting fee.
SI. Name % Increase in Remuneration
No.
1. Shri Sunil K Arora, Managing
Director 5.00
2. Shri Kasturi Lal Arora -3.98
3. Shri Dinesh Chandra Kothari 100.00
4 Shri Rahul Gupta -8.33
5 Shri Pradeep Kumar Jain -12.50
6 Smt Sujata Arora 6.47
7 Shri K Raghavendra Acharya,
Executive Director# 10.20
8 Smt Vanita Sood* 0.00
9 Shri Sabyasachi Panigrahi 10.20
# Joined the Board w.e.f. 31st October 2014 and appointed as the
Executive Director w.e f 01.11.2014
* Joined the Board w.e.f. 31st October 2014.
3. The percentage increase in the median remuneration of employees in
the financial year: 13.58
4. The number of permanent employees on the rolls of company: 134
5. The explanation on the relationship between average increase in
remuneration and Company performance: The average increase in
remuneration of employees is in line with the Company's performance.
The average increase in remuneration of employees is 13.20 %. The
average increase in Company's performance is 1.37 %.
6. Comparison of the Remuneration of the Key Managerial Personnel
against the performance of the Company for the financial year 2014-15:
( in Lacs)
Aggregate remuneration of Key Managerial Personnel (KMP) 12.96
Revenue 25477.97
Remuneration of KMP (as % of revenue) 0.051
Profit Before Tax 1896.36
Remuneration of KMP (as % of PBT) 0.683
7. Variations in the market capitalization of the Company, price
earning ratio as at the closing date of the current financial year and
previous financial year:
Particulars 31st March 2015 31st March 2014 % Change
Market
Capitalization
(Rs. in Crores) 93.33 40.55 130.16
Price Earning
Ratio 5.59 1.46 282.88
8. Percentage increase or decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer:
Particulars 31st March 2015 9th January 1995 % Change
Market Price Rs. 61.00 Rs. 20.00 205
9. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the financial year
ended 31st March 2015 was 13.20% and there was increase in managerial
remuneration in the last financial year by 5.30%.
10. Comparison of each remuneration of the Key Managerial Personnel
against the performance of the Company:
Shri Sabyasachi
Panigrahi
Company Secretary
Remuneration in FY 2014-15(Rs. in Crores) 0.1296
Revenue (Rs. in Crores) 254.7797
Remuneration as % of Revenue 0.0510
Profit before Tax (PBT) (Rs. in Crores) 18.9636
Remuneration as % of PBT 0.6830
11. No variable component of remuneration was availed by the directors
during the financial year ended March 2015.
12. The ratio of the remuneration of the highest paid director to that
of the employee who are not directors but receive remuneration in
excess of the highest paid director during the year: Not applicable.
13. The Company affirms that the remuneration is as per the
remuneration policy of the Company.
CORPORATE GOVERNANCE-including details pertaining to Board Meetings,
Nomination and Remuneration Policy,Audit Committee and Vigil Mechanism
Your Company re-affirms its Commitment to the highest standards of
corporate governance practices. Pursuant to Clause 49 of the Listing
Agreement with the Stock Exchanges, a Management Discussion and
Analysis, Corporate Governance Report and Auditors Certificate
regarding compliance of conditions of Corporate Governance are made a
part of this Annual Report.
The Corporate Governance Report which forms part of this report also
covers the following:
(a) Particulars of the Four Board Meetings held during the financial
year under review.
(b) Policy on Nomination and Remuneration of Directors, Key Managerial
Personnel and Senior Management.
(c ) The details with respect to composition of Audit Committee and
establishment of Vigil mechanism.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate Internal financial controls with
reference to financial statements and no material reportable weakness
was observed in the system. Further ,the Company has in place adequate
internal financial controls commensurate with the size and nature of
its operations. The Company also has robust Budgetary Control System
and Management Information System (MIS) which are backbone of the
Company for ensuring that your Company's assets and interests are
safeguarded.
LISTING
The Equity Shares of the Company are listed in Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. Listing fees for
the year 2015-2016 have already been paid to The Bombay Stock Exchange
Limited and National Stock Exchange of India Limited.
ACKNOWLEDGEMENT
Your Directors wish to thank and acknowledge the Banks, Government
authorities, dealers, suppliers, business associates and the Company's
valued Customers for their assistance and cooperation and the esteemed
Shareholders for their continued trust and support. The Directors also
wish to acknowledge the committee and dedicated team of Aro Granite
whose unstinted work, efforts and ideas have taken the Company on a
path of steady growth and development.
For and on behalf of the Board
Place: Hosur Sunil K Arora Sujata Arora
Date: 25.04.2015 Managing Director Director
Mar 31, 2014
Dear Members,
The Directors'' have pleasure in presenting the 26th Annual Report
together with Audited Accounts of the Company for the year ended on
31st March 2014.
FINANCIAL RESULTS
(Rs. in lacs)
31.03.2014 31.03.2013
Gross Profit before Depreciation 3352.67 1990.95
Depreciation 516.13 470.00
Net Profit before Tax 2836.54 1520.95
Provision for Tax ÂCurrent 743.84 380.01
 MAT Credit 148.26 75.38
 Deferred 131.74 90.39
Surplus available for appropriation 2109.22 1125.93
Dividend (including Dividend Tax) 179.01 118.54
Amount transferred to General Reserve 200.00 200.00
Surplus carried to Balance Sheet 1730.21 807.39
WORKING RESULTS
During the year the company has achieved a sales turnover of Rs. 253.55
Crores which is approximately 34.15% higher than the last year''s
turnover of Rs. 189.01 Crores. At the same time the Company has posted
a pre-tax profit of Rs. 28.37 Crores against a pre-tax profit of Rs.
15.21 Crores of the previous year.
The increase in turnover is the result of running of the full expanded
capacity during the year and to some extent by the positive currency
movement. Despite the fact that there has been an increase in raw
material cost across our entire range of colours and increase in other
input cost, we have been able to increase the profitability through
better economies of scale. However the depreciation of the Indian Rupee
against the US Dollar and Euro has resulted a further increase in costs
as all our consumables are imported in Euro and most of the imported
rough granite blocks in USD.
The consolidation process of the World economy is still underway.
Currency movement was better during the year. We are optimistic that
the scenario will continue to be positive during this year and we can
achieve better results with the passing of time and with our sincere &
dedicated efforts.
Availability of good quality rough granite blocks is still a critical
area. Coming up of new granite processing units have made it more
challenging. Procurement of Rough Blocks from Africa, Brazil, Norway,
Finland and Ukraine still continuing.
By Adapting, Excelling and Exploring new avenues we intend to take the
company to greater days in the coming years and to achieve this we
solicit your sincere, dedicated and continued support to make 2014-15 a
truly rewarding year.
DIVIDEND
Your Directors are pleased to recommend a dividend of 10% (Re. 1/- per
Equity Share of Rs. 10/- each) for the year ended 31st March 2014
subject to the approval of the members at the Annual General Meeting
FIXED DEPOSIT
The Company has not accepted any fixed deposit from the public.
DIRECTORS
There was no change in the Directorship of the Company during the year.
AUDITORS
The Auditors of the company M/s Alok Mittal & Associates, Chartered
Accountants retire and eligible for re-appointment. The observations of
the Auditors in their Report on Accounts read with the relevant notes
are self explanatory.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis, Report on Corporate
Governance and Auditors'' Certificate regarding compliance of the
conditions of Corporate Governance are made a part of this Annual
Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies Act
1956 with respect to Directors'' Responsibility Statement, it is hereby
confirmed that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures in financial statements;
ii) the directors had selected such accounting policies and applied
them consistently and made judgements 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 or
loss of the company for that period;
iii) 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;
iv) the directors had prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required in terms of
Section 217(1) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is annexed hereto and forms part of this report.
PERSONNEL
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 regarding employees is given in annexure to the directors''
Report
LISTING
The Equity Shares of the Company are listed in Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. Listing fees for
the year 2014-2015 have already been paid to The Bombay Stock Exchange
Limited and National Stock Exchange of India Limited.
ACKNOWLEDGEMENT
Your Directors wish to thank and acknowledge the Banks, Government
authorities, dealers, suppliers, business associates and the Company''s
valued Customers for their assistance and cooperation and the esteemed
Shareholders for their continued trust and support. The Directors also
wish to acknowledge the committee and dedicated team of Aro Granite
whose unstinted work, efforts and ideas have taken the Company on a
path of steady growth and development.
For and on behalf of the Board
Place: Hosur Sunil K Arora K L Arora
Date: 19.04.2014 Managing Director Director
Mar 31, 2013
The Directors'' have pleasure in presenting the 25th Annual Report
together with Audited Accounts of the Company for the year ended on
31st March 2013.
FINANCIAL RESULTS
(Rs. in lacs)
31.03.2013 31.03.2012
Gross Profit before
Depreciation 1990.95 1605.42
Depreciation 470.00 417.84
Net Profit before Tax 1520.95 1187.58
Provision for Tax - Current 380.01 318.00
- MAT Credit 75.38 79.95
- Deferred 90.39 71.66
Surplus available for
appropriation 1125.93 877.87
Dividend (including
Dividend Tax) 118.54 118.55
Amount
transferred to General
Reserve 200.00 200.00
Surplus carried to Balance
Sheet 7953.99 7142.66
WORKING RESULTS
During the year the company has achieved a sales turnover of Rs. 187.26
Crores which is approximately 17.60% higher than the last year''s
turnover of Rs. 159.21 Crores. At the same time the Company has posted
a pre-tax profit of Rs. 15.21 Crores against a pre-tax profit of Rs.
11.88 Crores of the previous year.
The expansion programme undertaken by the Company for the addition of 4
gang-saws (taking the total to 12 gang-saws) along with other allied
machines has been completed and the commercial production has started
in the third quarter of the fiscal. This has resulted in the increased
turnover, pre-tax profit and overall profitability of the Company.
The sign of the recovery in the World economy did not crystallize to
the extent expected but was better than the scenario of the previous
years. Slowly the world market is coming out of the recessional impact
and well documented euro zone crisis. We are optimistic that the
scenario will change positively during this year.
The quality of rough granite blocks available from the domestic
quarries is still an issue. Another factor which has contributed to
this problem is closing down of large number of quarries in the State
of Tamil Nadu leading to an acute shortage of good quality blocks
thereby resulting in increase of prices of the available granite
blocks. The company is continuing to import rough granite blocks from
South Africa, Brazil, Finland, Madagascar, Spain and Norway to augment
the supply of raw materials to meet its requirements.
We are also proud to announce that we are the first Indian Granite
company to be awarded with the Integrated Management Systems (IMS)
Certificate which include QMS 9001:2008, EMS 14001:2004, and OHSAS
18001:2007 from TUV Nord, Germany.
DIVIDEND Your Directors are pleased to recommend a dividend of 10% (Re.
1/- per Equity Share of Rs. 10/- each) for the year ended 31st March
2013 subject to the approval of the members at the Annual General
Meeting
FIXED DEPOSIT
The Company has not accepted any fixed deposit from the public.
DIRECTORS
There was no change in the Directorship of the Company during the year.
AUDITORS
The Auditors of the company M/s Alok Mittal & Associates, Chartered
Accountants retire and eligible for re-appointment. The observations of
the Auditors in their Report on Accounts read with the relevant notes
are self explanatory.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis, Report on Corporate
Governance and Auditors'' Certificate regarding compliance of the
conditions of Corporate Governance are made a part of this Annual
Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies Act
1956 with respect to Directors'' Responsibility Statement, it is hereby
confirmed that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures in financial statements;
ii) 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 or
loss of the company for that period;
iii) 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;
iv) the directors had prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required in terms of
Section 217(1) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is annexed hereto and forms part of this report.
PERSONNEL Information in accordance with the provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 regarding employees is given in annexure to
the directors'' Report
LISTING
The Equity Shares of the Company are listed in Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. Listing fees for
the year 2013-2014 have already been paid to The Bombay Stock Exchange
Limited and National Stock Exchange of India Limited.
ACKNOWLEDGEMENT
Your Directors wish to thank and acknowledge the Banks, Government
authorities, dealers, suppliers, business associates and the Company''s
valued Customers for their assistance and cooperation and the esteemed
Shareholders for their continued trust and support. The Directors also
wish to acknowledge the committee and dedicated team of Aro Granite
whose unstinted work, efforts and ideas have taken the Company on a
path of steady growth and development.
For and on behalf of the Board
Place: Hosur Sunil K Arora K L Arora
Date: 19.04.2013 Managing Director Director
Mar 31, 2012
The Directors' have pleasure in presenting the 24th Annual Report
together with Audited Accounts of the Company for the year ended on
31st March 2012.
FINANCIAL RESULTS (Rs. in lacs)
31.03.2012 31.03.2011
Gross Profit before
Depreciation 1605.42 1687.03
Depreciation 417.84 439.79
Net Profit before Tax 1187.58 1247.24
Provision for Tax - Current 318.00 270.17
- MAT Credit 79.95 _
- Deferred 71.66 27.64
Surplus available for appropriation 877.87 949.42
Dividend (including Dividend Tax) 118.55 118.94
Amount transferred to General Reserve 200.00 200.00
Surplus carried to Balance Sheet 7142.66 6583.34
WORKING RESULTS
During the year the company has achieved a sales turnover of Rs. 159.21
Crores which is approximately 6% higher than the last year's turnover
of Rs. 150.23 Crores. At the same time the Company has posted a pre-tax
profit of Rs. 11.88 Crores against a pre-tax profit of Rs. 12.47 Crores
of the previous year.
The marginal decrease in the pre-tax profit is because of increase in
raw material cost, interest costs, freight and other operating
expenses. The company has had to increase the use of generators as
there is a power shortage in Tamil Nadu which resulted in loss of
production and an increased running cost. Though the Company has been
able to achieve higher sales than last year, the profit has reduced
marginally because of these facts.
The sign of the recovery in the North American economy, felt during the
start of the last fiscal, did not crystallize to the extent expected
but was better than the scenario the previous year. Still slowly the
world market is coming out of the recessional impact thus leading to '
the current and well documented euro zone crisis. We are optimistic
that the scenario will change positively during this year and are
putting more efforts into gaining a larger market share.
The quality of rough granite blocks available from the domestic
quarries has deteriorated even further as compared to last financial
year and we could get mostly second choice blocks than the premium
quality blocks. There is also blatant increase of raw material prices
due to the shortage of good material and the entry of new companies
into the industry. The company is continuing to import rough granite
blocks from South Africa, Brazil, Finland, Madagascar, Spain and Norway
to augment the supply of raw materials to meet its requirements.
Further the company has also started importing unpolished granite slabs
from Saudi Arabia to cater to the requirements of its esteemed
Customers. We have also taken up purchasing of finished goods from
Ongole as those factories are able to process granites from nearby
quarries and the transport cost from Andhra Pradesh has become
exorbitant.
The company has also entered into the final stage of adding a further 4
gang-saws (12 gang-saws in total) along with other required machines
and the refurbishment of unit one in the hopes that US market will
regain strength. Despite the Euro crisis your company has already
entered into new markets like Greece, Portugal and Iran. This expansion
will allow your company to enter into even more untapped markets.
The process of implementing Integrated Management Systems (IMS) which
include QMS 9001:2008, EMS 14001:2004, OHSAS 18001:2007 and SA 8000 is
progressing rapidly and during the year 2012-13 the certification is
likely to be completed. The Company's products if Slabs for Cladding,
Slabs for floors and stairs and Modular tiles have been awarded CE
Certification by TUV Nord India for a period of 10 years.
DIVIDEND
Your Directors are pleased to recommend a dividend of 10% (Re. 1/- per
Equity Share of Rs. 10/- each) for the year ended 31st March 2012
subject to the approval of the members at the Annual General Meeting.
FIXED DEPOSIT
The Company has not accepted any fixed deposit from the public.
DIRECTORS
There was no change in the Directorship of the Company during the year.
AUDITORS
The Auditors of the company M/s Alok Mittal & Associates, Chartered
Accountants retire and eligible for re-appointment. The observations of
the Auditors in their Report on Accounts read with the relevant notes
are self explanatory.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis, Report on Corporate
Governance and Auditors' Certificate regarding compliance of the
conditions of Corporate Governance are made a part of this Annual
Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies Act
1956 with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures in financial statements;
ii) 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 or
loss of the company for that period;
iii) 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;
iv) The directors had prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required in terms of
Section 217(1) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is annexed hereto and forms part of this report.
PERSONNEL
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 regarding employees is given in annexure to the Directors'
Report
LISTING
The Equity Shares of the Company are listed in Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. Listing fees for
the year 2012-2013 have already been paid to The Bombay Stock Exchange
Limited and National Stock Exchange of India Limited.
ACKNOWLEDGEMENT
Your Directors wish to thank and acknowledge the Banks, Government
authorities, dealers, suppliers, business associates and the Company's
valued Customers for their assistance and cooperation and the esteemed
Shareholders for their continued trust and support. The Directors also
wish to acknowledge the committee and dedicated team of Aro Granite
whose unstinted work, efforts and ideas have taken the Company on a
path of steady growth and development.
For and on behalf of the Board
Place: Hosur Sunil K Arora Sujata Arora
Date: 14.04.2012 Managing Director Director
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the 23rd Annual Report
together with Audited Accounts of the Company for the year ended on
31st March 2011.
FINANCIAL RESULTS
(Rs.in lacs)
31.03.2011 31.03.2010
Gross Profit before
Depreciation 1690.60 1815.11
Depreciation 439.79 430.48
Net Profit before Tax 1250.81 1384.63
Provision for Tax
- Current 271.51 236.25
- Deferred 27.64 83.69
- Others 2.23 0.73
Surplus available for
appropriation 949.42 1063.97
Dividend (including
Dividend Tax) 118.94 121.22
Amount transferred to
General Reserve 200.00 200.00
Surplus carried to
Balance Sheet 6583.34 5952.86
WORKING RESULTS
During the year the company has achieved a sales growth of around 15%
over last year. The sales turnover for the year ended March 2011 was
Rs. 151.39 Crores against a sales turnover of Rs. 131.99 cores for the
year ended March 2010. At the same time the Company has posted a
pre-tax profit of Rs. 12.51 Crores against a pre-tax profit of Rs.
13.85 Crores of the previous year.
Though the Company has been able to achieve a higher sales than last
year, the increase in raw material cost, freight and other operating
expenses has dented the profit and has resulted in lower Pre-tax
Profit. The sign of the recovery in the world economy, felt during the
start of the last fiscal, did not crystallize fully and still slowly
the world market is coming out of the recessional impact thus leading
to the Indian Rupee becoming stronger as compared to the US Dollar. We
are optimistic that the scenario will change positively during this
year and we can achieve better results with the passing of time and
with our sincere & dedicated efforts.
The quality of rough granite blocks available from the domestic
quarries has deteriorated as compared to last financial year and we
could get mostly second choice blocks than the premium quality blocks.
The company is continuing to import rough granite blocks from South
Africa, Brazil, Finland, Madagascar and Norway to augment the supply of
raw materials to meet its requirements. Further the company has also
started importing unpolished granite slabs from Saudi Arabia to cater
to the requirements of its esteemed Customers.
The Board is pleased to inform that during the year the Company has
received Special Export Award from CAPEXIL for the year 2009-10 which
is the tenth year running the Company got this award. Also the process
of implementing Integrated Management Systems (IMS) which include QMS
9001:2008, EMS 14001:2004, OHSAS 18001:2007 and SA 8000 is progressing
rapidly and during the year 2011-12 the certification is likely to be
completed. The Company has also initiated the process of CE Marking for
its products which too is likely to be completed in the coming Year.
DIVIDEND
Your Directors are pleased to recommend a dividend of 10% (Re. 1/- per
Equity Share of Rs. 10/- each) for the year ended 31st March 2011
subject to the approval of the members at the Annual General Meeting.
FIXED DEPOSIT
The Company has not accepted any fixed deposit from the public.
DIRECTORS
During the year Shri Sundareshwara G Sastry resigned from the Board of
the Company. The Board place on record its appreciation for the
valuable services rendered by him during his tenure.
AUDITORS
The Auditors of the Company M/s Alok Mittal & Associates, Chartered
Accountants retire and eligible for re-appointment. The observation of
the Auditors in their Report on Accounts read with the elevant notes
are self explanatory.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis, Report on Corporate
Governance and Auditors' Certificate regarding compliance of the
conditions of Corporate Governance are made a part of this Annual
Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies Act
1956 with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures in financial statements;
ii) the directors had selected such accounting policies and applied
them consistently and made judgements 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 or
loss of the company for that period;
iii) 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;
iv) the directors had prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required in terms of
Section 217(1) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is annexed hereto and forms part of this report.
PERSONNEL
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 regarding employees is given in annexure to the Directors'
Report.
LISTING
The Equity Shares of the Company are listed in Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. Listing fees for
the year 2011-2012 have already been paid to The Bombay Stock Exchange
Limited and National Stock Exchange of India Limited.
ACKNOWLEDGEMENT
Your Directors wish to thank and acknowledge the Banks, Government
authorities, dealers, suppliers, business associates and the Company's
valued customers for their assistance and cooperation and the esteemed
Shareholders for their continued trust and support. The Directors also
wish to acknowledge the committee and dedicated team of Aro Granite
whose unstined hard work, efforts and ideas have taken the Company on a
path of steady growth and development.
For and on behalf of the Board
Sunil K Arora Kasturi Lal Arora
Managing Director Director
Place : New Delhi
Date : 22.04.2011
Mar 31, 2010
We are delighted to present our 22nd Annual Report together with
Audited Statements of Accounts of the Company for the year ended on
31st March 2010.
FINANCIAL RESULTS
(Rs. in lacs)
31.03.2010 31.03.2009
Gross Profit before Depreciation 1815.11 1847.13
Depreciation 430.48 427.99
Net Profit before Tax 1384.63 1419.14
Provision for Tax - Current 236.25 161.58
- Deferred 83.69 47.27
- Others 0.73 11.99
Surplus available for appropriation 1063.97 1198.28
Dividend (including Dividend Tax) 121.22 129.67
Amount transferred to General Reserve 200.00 200.00
Amount carried over 5952.86 5210.10
WORKING RESULTS
The year under consideration was ended with a positive note for the
Company with a sales growth of around 13%. During the year the Company
has achieved a turnover of Rs. 131.99 Crores, an increase of
approximately 13% over previous years turnover of Rs. 117.10 Crores.
At the same time the Company has posted a pre-tax profit of Rs. 13.85
Crores against a pre-tax profit of Rs. 14.19 Crores of the previous
year, a marginal decrease of approximately 2.40%. Despite the continued
slowdown in global market because of recession in global economy, the
Company has been able to achieve a satisfactory result during the year.
Though there is a sign of the recovery in the world economy and the
world market is coming out of the recessional impact, still the
operations are under pressure. We hope we will be able to overcome the
same with passing of time and with our sincere & dedicated efforts.
The availability of Rough Blocks from the domestic quarries has
improved as compared to last financial year since new quarries have
started operations. The company is continuing to import Rough Blocks
from South Africa, Norway, Finland and Brazil to augment the supply of
raw materials to meet its requirements.
The Board is pleased to inform that during the year, the Company, for
the ninth time, has received Special Export Award from CAPEXIL for the
year 2008-09. Further the company was recognized as Star Export House
during the Year. Also the Company has already initiated the process of
implementing Integrated Management Systems (IMS) which includes QMS
9001:2008, EMS 14001:2004, OHSAS 18001:2007 and SA 8000 . The Company
has already achieved upgradation to ISO 9001:2008 standards.
DIVIDEND
Your Directors are pleased to recommend a dividend of 10% (Re. 1/- per
Equity Share of Rs. 10/- each) for the year ended 31" March 2010
subject to the approval of the members at the Annual General Meeting.
The register of members and share transfer register shall remain closed
from 24.07.2010 to 29.07.2010 (both days inclusive) for the purpose of
AGM and for payment of dividend.
FIXED DEPOSIT
The Company has not accepted any fixed deposit from the public.
DIRECTORS
Sh. Pradeep Kumar Jain was appointed as an Additional Director with
effect from 24.04.2010. The term of his office expires at the
forthcoming Annual General Meeting Company and for his re-appointment
the Company has received notice prusuant to Section 257 to the
Companies Act, 1956 from a member, proposing his candidature for the
office of Director of the Company whose period of office will be liable
to determination by retirement by rotation.
AUDITORS
The Auditors of the company M/S Alok Mittal & Associates, Chartered
Accountants retire at the conclusion of the ensuing Annual General
Meeting of the Company and being eligible offer themselves for
reappointment.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis, Report on Corporate
Governance and Auditors Certificate regarding compliance of the
conditions of Corporate Governance are made a part of this Annual
Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA)of the Companies Act
1956 with respect to Directors Responsibility Statement, it is hereby
confirmed that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) the directors had selected such accounting policies and applied
them consistently and made judgements 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 or
loss of the company for that period;
iii) 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;
iv) the directors had prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required in terms of
Section 217(1) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is annexed hereto and forms part of this report.
PERSONNEL
The Industrial relation throughout the year was smooth. Your Directors
are pleased to place on record their appreciation for contribution made
by the employees at all levels in achieving the objectives of the
company. The Statement of particulars of employees as per sub- section
(2A) of section 217 of the Companies Act 1956 read with Companies
(Particulars of Employees) Rules 1975, for the year ended 31st March
2010 is annexed hereto and form part of the Report.
LISTING
The Equity Shares of the Company are listed in Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. Listing fees for
the year 2010-2011 have already been paid to The Bombay Stock Exchange
Limited and National Stock Exchange of India Limited.
ACKNOWLEDGEMENT
Your Board wishes to place on record its sincere thanks to all the
customers, suppliers, bankers for extending support to your Company.
Board in specific wishes to place on record sincere appreciation of the
contribution made by all its employees with commitment, towards the
growth of your Company.
For and on behalf of the Board
Place: New Delhi Sunil K Arora Kasturi Lal Arora
Date: 24.04.2010 Managing Director Director