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Directors Report of Mahindra Composites Ltd. Company
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Directors Report of Mahindra Composites Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present herewith the Thirty-second Annual Report and the Audited Accounts for the year ended 31st March, 2014 of your Company.

1. FINANCIAL RESULTS:

(Rupees in Lakhs)

Year ended Year ended 31 st March, 2014 31st March, 2013

Gross income 7380.43 5680.63

Profit/(Loss) before depreciation and interest 280.48 190.07

Interest 102.52 112.43

Depreciation 202.96 172.50

Profit/(Loss) before tax (24.99) (94.86)

Provision for taxation:

* Current - - * Deferred (7.00) 3.00

* Short provision for earlier years - -

(7.00) 3.00

Exceptional item 96.19 - Net profit/(loss) after tax 78.20 (97.86)

Balance in profit & loss account - B/F 759.08 856.94

837.28 759.08

Appropriation recommended by the Directors:

Proposed dividend Nil Nil

lncom,e tax on distributed profit Nil Nil

Transfer to general reserve - -

Balance in profit & loss account 837.28 759.08

837.28 759.08

2. OPERATIONS:

Sales of Company has grown by 30% in F14 inspite of slowdown in switchgear, construction and automotive industry. This was possible due to customer engagement in Electrical switch gear industry and strongly connecting with meter manufacturers for Electra.

Company produces SMC/DMC compounds and sells them to Electrical Switchgear OEMs and their moulding vendors. The Company itself moulds a portion of these compounds to produce automotive components and own products like ''electra'' and ''Sarovar''. The Compound business has grown up 27% and major growth in compound has received from DMC which has grown 36%. The sales to Legrand has gradually increased to 45T per month in F14.

Though the component business was flat compared to previous year, Electra received better orders and as a result its sales grew by 69%. Last year''s investment to increase product range is giving results. Elowever some of the orders received have been postponed to next year due to slow movement in infrastructural development in the country.

Company has launched new product, SMC Panel Water Tank with brand name ''Sarovar'' on Mahindra Group''s founder day 2nd October, 2012. The F14 sales for Sarovar was Rs.143 Lacs.

Rising input cost and rupee depreciation continue to reduce margins. Although initiatives of using alternative materials and sources resulted in limiting this impact, reduced volumes in market did not allow passing on all the cost increase to customers.

The Company has emphasized sustainability and both the plants have been certified for ISO 14001 & OHSAS 18001. This is helping to control wastages. The Company has been also certified TS16949 during F14.

3. DIVIDEND:

To conserve the resources of the Company your Director''s do not recommend any payment of dividend.

4. DIRECTORS:

The Board has appointed Mr. Antonio Maria Pradera Jauregui, Mr. Ignacio Artazcoz Barrena, Mr. Jesus Maria Herrera Barandiaran, Mr. Jose Ramon Berecibar Mutiozabaland, Mr. Jose VelaSco as an Additional Directors of the Company on 4th October, 2013. They hold office up to the forth coming Annual General Meeting.

The Company has received notices from members signifying their intention to propose Mr. Antonio Maria Pradera Jauregui, Mr. Jesus Maria Herrera Barandiaran, Mr. Jose Ramon Berecibar Mutiozabaland Mr. Jose Velasco as Directors of the Company.

Mr. Ignacio Artazcoz Barrena resigned as Director of the Company. Your Board wish to place on record the valuable contribution made by him during his tenure as Director of the Company.

The Board has appointed Mr. Pedro Jesus Echegaray Larrea as an Additional Director of the Company on 10th February, 2014. He holds office up to the forth coming Annual General Meeting.

The Company has received notice from member signifying his intention to propose Mr. Pedro Jesus Echegaray Larrea as Director of the Company.

Mr.Hemant Luthra, Mr. R. R. Krishnan and Mr. B. M. Kataria , Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Dhananjay Mungale who is an independent director on the Board has expressed his intention for reappointment as Director of the Company at the forthcoming Annual General Meeting of the Company to comply with SEBI guidelines.

The Company has received notice from member signifying the intention to propose Mr. Dhananjay Mungale as Director of the Company.

5. AUDITORS:

M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai retire and are eligible for re-appointment.

6. COST AUDIT REPORT:

Messrs. Dhananjay V. Joshi & Associates, Cost Accountants, Pune, (Firm Registration No.000030) conducted the audit of Cost Accounting Record maintained by the Company for the Financial Year 2012-13 and submitted their report to the Central Government, Ministry of Corporate Affairs, New Delhi. They were reappointed to conduct the Audit of the cost Accounting Records maintained by for Company for the Financial Year 2013-14. The Cost Auditors shall forward their report to the Central Government, Ministry of Corporate Affairs, New Delhi for the Financial Year 2013-14 within the prescribed time.

As required under the provisions of Section 224(1 B) read with Section 233B(2) of the Companies Act, 1956, the Company has obtained a written confirmation from Messrs. Dhananjay V. Joshi & Associates to the effect that they are eligible for re-appointment as Cost Auditors under the above-mentioned sections. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company.

7. PUBLIC DEPOSITS AND LOANS / ADVANCES :

Your Company has not accepted any deposits from the public or its employees during the year under review.

8. INFORMATION UNDER SECTION 217(1)(e) THE COMPANIES ACT, 1956:

Information required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 and also forming part of this report is given in the enclosed annexure ''A''.

9. PARTICULARS OF EMPLOYEES :

Information required in terms of Section 217 (2A) of the Companies Act, 1956, read with amended Companies (Particulars of employees) Rules, 1975 and forming part of this Report is not enclosed as none of the employees is covered under these rules.

10. DIRECTORS RESPONSIBILITY STATEMENT :

Directors hereby state that:

i. In preparation of the annual accounts, the applicable accounting standards have been followed.

ii. The Directors have selected such accounting policies and applied them consistently and made judgment 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 year.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

11. CORPORATE GOVERNANCE :

The Company has obtained a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance. The same is annexed to this Report.

12. COMPLIANCE CERTIFICATE:

As per the requirement of Section 383A of the Companies Act, 1956, a Certificate from a Company Secretary stating that the Company has complied with all the provisions of this Act is attached to this report.

13. CHANGE IN SHAREHOLDING PATTERN AND PROPOSED SCHEME OF MERGER :

As a part of Mahindra Group Strategy to consolidate the auto components business and formation of a global alliance with CIE Automotive, Spain., the Board of Directors of the Company at their meeting held on 15th June, 2013, duly considering the recommendation of the Audit Committee and subject to regulatory approvals, have approved a Scheme of Amalgamation under Sections 391 to 394 of the Companies Act,1956, involving the Company with Mahindra Forgings Limited- subsequently renamed as Mahindra CIE Automotive Limited ("Transferee Company"), with effect from 1st October, 2013.("the Scheme").

As part of the above arrangement and in accordance with the Share Purchase Agreement dated 15th June, 2013, 1,341,203 equity shares representing 29.95% of the paid up equity share capital have been transferred by Mahindra & Mahindra Limited, and 220,000 equity shares representing 4.91% of the paid up equity share capital have been transferred by Mahindra Holdings Limited to Participaciones Internacionles Autometal DOS, S.L. ("PIA 2") in October''2013. Consequently PIA has become a promoter and the Board of Directors of the company and the committees thereof have been reconstituted.

Also, PIA 2 (Acquirer) along with Autometal S.A, and CIE Automotive S.A., in their capacity as "Persons acting in Concert" with the Acquirer, made an open offer for acquisition of 1,164,616 equity shares of Rs.10 each representing 26.01% of the Total Equity Capital (including potential equity shares of ESOP scheme) from the public shareholders of the Company at a price of Rs.74.70 per share as described in Detailed Public Statement dated 15th June, 2013 and Letter of Offer dated 13th September, 2013. Consequent to the Open Offer, the Acquirer acquired 1,164,616 equity shares representing 26.01 % of the paid up capital of the Company. Accordingly, the Acquirer now holds 60.87% of the total equity capital of the company (including potential equity shares of ESOP scheme).

Securities and Exchange Board of India ("SEBI") vide its observation letter dated 7th March, 2014 has conveyed its comments on the draft Schemes to the BSE Limited ("BSE"), the designated stock exchange.

Pursuant to the above SEBI letter, the BSE vide its Observation letter dated 7th March 2014 has conveyed its no-objection to file the Schemes with the Hon''ble High Court of Bombay, subject to certain conditions specified therein.

Accordingly, on 14th March, 2014, the Company has filed applications under Sections 391 to 394 of the Companies Act, 1956 before the Hon''ble High Court Of Judicature at Bombay, for seeking its directions for holding meetings of its equity shareholders and holding/ dispensation of meetings of its secured and unsecured creditors, to seek their approvals to the said Scheme. The Company has also taken approval of the public shareholders to the said scheme by holding Shareholders Meeting on 6th June, 2014 and through a postal ballot/e-voting process on 19th June, 2014 as required under the provisions of the relevant circulars issued by SEBI.

14. STOCK OPTIONS :

The Remuneration / Compensation Committee of the Board of Directors of the Company ("the Committee") has allotted 510 equity shares to the permanent employee and 834 equity shares to non-executive Director of the company under Employee''s Stock Options Scheme. The Remuneration / Compensation Committee of your Company has not granted any Stock Options to the employees during the year under review.

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure 1 to this Report.

15. ENVIRONMENT & HEALTH :

Mahindra Composites Mangaon unit took measures to conserve Energy. Successful efforts were taken to reduce hazardous waste by controlling process loss.

16. INDUSTRIAL RELATIONS :

During the year under review industrial relations remained satisfactory.

FOR AND ON BEHALF OF THE BOARD

HEMANT LUTHRA Chairman

Mumbai: 29th July, 2014.


Mar 31, 2013

The Directors are pleased to present herewith the Thirty-first Annual Report and the Audited Accounts for the year ended 31st March, 2013 of your Company.

1. FINANCIAL RESULTS:

(Rupees in Lakhs)

Year ended Year ended 31st March, 2013 31st March, 2012

Gross income 5680.63 6268.58

Profit before depreciation and interest 190.07 442.18

Interest 112.43 98.41

Depreciation 172.50 145.35

Profit/(loss) before tax (94.86) 198.42

Provision for taxation:

Current 59.00

– Deferred 3.00 14.00

– Short provision for earlier years 2.34

3.00 75.34

Exceptional item 214.00

Net profit/(loss) after tax (97.86) (90.92)

Balance in profit & l oss account – B/F 856.94

Appropriation recommended by the Directors:

Proposed dividend Nil Nil

Income tax on distributed profit Nil Nil

Transfer to general reserve

Balance in profit & loss account 759.08 856.94

2. OPERATIONS:

Sales of the Company were lower by 11% in F13. The continued slowdown in Construction, Engineering, Infrastructure, Automobile, Electrical Switchgear industries impacted both the compound and component sales.

Company produces SMC/DMC compounds and sells them to Electrical Switchgear OEMs and their moulding vendors. The Company itself moulds a portion of these compounds to produce automotive components and own products like ''Electra'' and ''Sarovar''. Component business was down by 19% and the compound business by 6%. However Company could retain the overall market share in the business.

Though the component business was significantly lower than the previous year, Electra received better orders and as a result its sales grew by 16%. Last year''s investment to increase product range is giving results. However some of the orders received have been postponed to next year due to slow movement in infrastructural development in the country. Electra is being used in 8 states and is reaching the mark of 300,000 units sold.

Company has launched new product, SMC Panel Water Tank with brand name ''Sarovar'' on Mahindra Group''s founder day 2nd October, 2012. During Q4, we bagged substantial orders which will fructify into sales next year.

Rising input cost and rupee depreciation continue to reduce margins. Although initiatives of using alternative materials and sources resulted in limiting this impact, reduced volumes in market did not allow passing on all the cost increase to customers. The precision dispensing system has been commissioned for reducing waste and increasing consistency of product performance.

The Company has emphasized sustainability and both the plants have been certified for ISO 14001 and OHSAS 18001. This is helping to control wastages.

3. DIVIDEND:

In view of inadequate profits during the year under review your Directors do not recommend any payment of dividend.

4. DIRECTORS:

The Board has appointed Mr. Romesh Kaul as an Additional Director of the Company on 6th February, 2013. He holds office up to the forth coming Annual General Meeting. The Company has received notice from member signifying his intention to propose Mr. Romesh Kaul as Director of the Company.

Mr. R. R. Krishnan and Mr. Dhananjay Mungale, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

5. AUDITORS:

M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai retire and are eligible for re-appointment.

6. COST AUDIT REPORT:

M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune, (Firm Registration No. 000030) conducted the audit of Cost Accounting Records maintained by the Company for the Financial Year 2011–12 and submitted their report to the Central Government, Ministry of Corporate Affairs, New Delhi. They were reappointed to conduct the Audit of the Cost Accounting Records maintained by for Company for the Financial Year 2012-13. The Cost Auditors shall forward their report to the Central Government, Ministry of Corporate Affairs, New Delhi for the Financial Year 2012-13 within the prescribed time.

As required under the provisions of Section 224(1B) read with Section 233B(2) of the Companies Act, 1956, the Company has obtained a written confirmation from M/s. Dhananjay V. Joshi & Associates to the effect that they are eligible for re- appointment as Cost Auditors under the above- mentioned sections. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company.

7. PUBLIC DEPOSITS AND LOANS / ADVANCES:

Your Company has not accepted any deposits from the public or its employees during the year under review.

8. INFORMATION UNDER SECTION 217(1)(e) THE COMPANIES ACT, 1956:

Information required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 and also forming part of this report is given in the enclosed annexure ''A''.

9. PARTICULARS OF EMPLOYEES:

Information required in terms of Section 217 (2A) of the Companies Act, 1956, read with amended Companies (Particulars of Employees) Rules, 1975 and forming part of this Report is not enclosed as none of the employees is covered under these rules.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Directors hereby state that:

i. In preparation of the annual accounts, the applicable accounting standards have been followed.

ii. The Directors have selected such accounting policies and applied them consistently and made judgment 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 year.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

11. CORPORATE GOVERNANCE:

The Company has obtained a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance. The same is annexed to this Report.

12. COMPLIANCE CERTIFICATE:

As per the requirement of Section 383A of the Companies Act, 1956 a Certificate from a Secretary stating that the Company has complied with all the provisions of this Act is attached to this report.

13. RIGHTS ISSUE / PIPE PROJECT:

The slowdown in the country''s infrastructure development and hence recessionary trend in the business is continued for another year. Power projects, water supply schemes, etc. are moving slow or on hold for various reasons. Looking at this situation and excess capacity in the Pipe segment, Company decided to hold the proposal and hence the rights issue.

14. SCHEME OF AMALGAMATION:

As a part of Mahindra Group Strategy to consolidate the auto components business and formation of global alliance with CIE Automotive, Spain, the Board of Directors of the Company at their meeting held on June 15, 2013, duly considering the recommendation of the Audit Committee and subject to regulatory approvals, have approved a Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956, involving the Company, the Mahindra Forgings Limited ("Transferee Company"), with effect from 1st October, 2013.("The Scheme").

The Scheme is the second step in the formation of the global alliance and will be filed post the completions of the conditions precedents to the relevant agreements and the closing of the share transfer of three companies viz. Mahindra Forgings Limited, Mahindra Hinoday Industries Limited and Mahindra Composites Limited by Mahindra and Mahindra Limited to CIE Group. The Scheme once filed will be subject to the requisite approvals. M/s. N M Raiji & Co, Chartered Accountants and M/s. S R Batliboi & Co. LLP have recommended a share exchange ratio of 90 Equity shares of Rs.10/- each in Mahindra Forgings Limited for every 100 Equity shares of Rs.10/- each held by the shareholders of Mahindra Composites Limited. SBI Capital Markets, Merchant Bankers have provided the fairness opinion on the share exchange ratio.

15. STOCK OPTIONS:

The Remuneration / Compensation Committee of your Company have not granted any Stock Options to the employees during the year under review.

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure 1 to this Report.

16. ENVIRONMENT & HEALTH :

Mahindra Composites Limited, Mangaon unit took measures to conserve Energy. Successful efforts were taken to reduce hazardous waste by controlling process loss.

17. INDUSTRIAL RELATIONS :

During the year under review, industrial relations remained satisfactory.

FOR AND ON BEHALF OF THE BOARD

HEMANT LUTHRA

Chairman

Mumbai: 24th July, 2013.


Mar 31, 2011

Dear Members,

The Directors are pleased to present herewith the Twenty Ninth Annual Report and the Audited Accounts for the year ended 31st March, 2011 of your Company.

1. FINANCIAL RESULTS:

(Rs. in lacs)

Year ended 31st Year ended 31st March, 2011 March, 2010

Gross Income - 5771.67 - 4988.38 Profit before Depreciation and Interest - 545.35 - 595.81

Interest - 63.79 - 72.16

Depreciation - 106.68 - 136.85

Prof it before Tax - 374.88 - 386.80

Provision for Taxation

- Current 124.00 - 150.00 -

- Deferred 7.00 - (22.00) -

- Short provision for earlier years 0.52 - 1.28 -

- 131.52 - 129.28

Net Profit after tax - 243.36 - 257.52

Balance in Profit & Loss Account - B/F - 825.13 - 689.60

- 1068.49 - 947.12

Appropriation recommended by the Directors:

Proposed Dividend - 88.08 - 87.77

Income Tax on distributed profit - 14.29 - 14.92

Transfer to General Reserve - 18.25 - 19.31

Balance in Profit & Loss Account - 947.86 - 825.12

- 1068.49 - 947.12

2. OPERATIONS:

Your Company this year had a modest growth of 14%. This is lower than envisaged at the beginning of the year, mainly due to consolidation of infrastructure by net service providers which led to fall in off take of DG sets. You are aware that Company had successfully developed a NVH product for DG sets.

The Compound business grew marginally by 7%. The Component business showed significant growth of 30% improving the utilisation of resources at both Mangaon and Pune. This demand was driven by the surge in sales of automotive components and that of Electra (which included the beginning of export).

In spite of R&D efforts to develop cost effective formulations, the competitive environment and price pressure in the market place increased the material cost by 0.6%. EBIDTA was further strained by 1.2% due to expenses required, to improve the management bandwidth of the organization, to embrace growth in the future. The decrease in interest and depreciation contributed to reduce the difference in PAT over last year.

The Company is focused on new business development and is closing in on initiatives in various business segments. Share holders have sanctioned the project for manufacturing GRP pipes to be launched into production early next financial year. This project will significantly impact the top and bottom line and give the Company the critical mass required to absorb more initiatives to drive the rapid growth of the organization.

The Company has upgraded its Quality and Sustainability Management Systems and is focused on process improvements to consolidate its position in the existing markets. To enable scalability the locations of Mangaon and Pune have improved connectivity round the clock for online use of ERP.

In January 2011, Mahindra & Mahindra launched a new brand identity spanning all industries, companies and geographies. The new brand positioning, expressed the word "RISE", expresses a simple group core purpose: "We will challenge conventional thinking and innovatively use all our resources to drive positive change in the lives of our stakeholders and communities across the world, to enable them to Rise."

We at Mahindra Composites also embarked on this journey with a grand ceremony at both our locations. Every body of us pledged to imbibe and propagate the cultural change with "RISE". With focused initiatives at all levels and operation verticals Mahindra Composites family pledges to follow the three brand pillars of "RISE" - accepting no limits, alternative thinking & positive change. In coming years, we believe. Rise to yield strong business results by creating strong relationships and loyalty with customers, providing a clear guide for business decisions and catalyzing ambitious and innovative internal growth.

3. DIVIDEND:

Your Directors recommend a Dividend of Rs.2 per share on 4,404,009 Equity Shares of Rs.10 each.

4. DIRECTORS:

Mr. P. N. Vencatesan resigned as Director of the Company. Your Board wishes to place on record the valuable contribution made by him during his tenure as Director of the Company.

The Board has appointed Mr. Dhananjay Mungale as an Additional Director of the Company on 12th January, 2011. He holds office up to the forthcoming Annual General Meeting. The Company has received notice from member signifying his intention to propose Mr. Dhananjay Mungale as Director of the Company.

Mr. R. R. Krishnan and Mr. Hemant Luthra, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

5. AUDITORS:

M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai retire and are eligible for re-appointment.

6. INFORMATION UNDER SECTION 217(l)(e) THE COMPANIES ACT, 1956:

Information required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 and also forming part of this report- is given in the enclosed annexure 'A'.

7. PARTICULARS OF EMPLOYEES:

Information required in terms of Section 217 (2A) of the Companies Act, 1956, read with amended Companies (Particulars of Employees) Rules, 1975 and forming part of this Report is not enclosed as none of the employees is covered under these rules.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Directors hereby state that:

i. In preparation of the annual accounts, the applicable accounting standards have been followed.

ii. The Directors have selected such accounting policies and applied them consistently and made judgment 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 year.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

9. CORPORATE GOVERNANCE:

The Company has obtained a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance. The same is annexed to this Report.

10. COMPLIANCE CERTIFICATE:

As per the requirement of Section 383A of the Companies Act, 1956, a Certificate from a Secretary stating that the Company has complied with all the provisions of this Act is attached to this report.

11. RIGHTS ISSUE / PIPE PROJECT:

The Company is in process of setting up a GRP Pipes manufacturing Facility at the existing factory site at Mangaon.

To part finance the Capital expenditure it is proposed to issue Equity Shares of Rs.10 each on Rights Basis to the existing shareholders of the Company for an amount not exceeding Rs.15 Crores.

12. STOCK OPTIONS:

The Remuneration / Compensation Committee of the Board of Directors of the Company ("the Committee") has allotted 14,082 equity shares to the permanent employees and 1,666 equity shares to non-executive Directors of the Company under Employee's Stock Options Scheme. The Remuneration / Compensation Committee of your Company have not granted any Stock Options to the employees during the year under review.

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure 1 to this Report.

13. ENVIRONMENT & HEALTH:

The Company has participated whole heartedly in Systech's initiative for Safety, Sustainability and Corporate Social Responsibility. The Company is working closely to obtain certifications of ISO 14000 and OHSAS 18000 and involve all stake holders to promote the cause of protecting the environment and health.

14. INDUSTRIAL RELATIONS:

During the year under review industrial relations remained satisfactory.

FOR AND ON BEHALF OF THE BOARD

HEMANT LUTHRA Chairman Place : Mumbai Date :26th April, 2011.

 
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