Mar 31, 2018
TO THE MEMBERS
The Directors take pleasure in presenting their 41st Annual Report along with the Audited Financial Statements for the financial year ended 31st March, 2018. The Company operates only in one business segment viz., Tungsten and Tungsten Carbide Products.
FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
Particulars |
Year ended |
Year ended |
31st March, 2018 |
31 st March, 2017 |
|
Sales and Other Income |
4258.11 |
4749.84 |
Profit before Depreciation and Tax (Including Deferred Tax) |
511.05 |
503.55 |
Profit after Depreciation and Tax |
316.38 |
297.62 |
Reassessment of Losses (Profit) on defined employee benefit |
55.43 |
(6.08) |
plans and fair value of loan |
||
Add: Profit brought forward from previous year |
1094.76 |
908.64 |
Profit available for appropriation |
1355.71 |
1212.34 |
Appropriations: |
||
Dividend and Dividend Tax |
96.97 |
77.58 |
Transfer to General Reserve |
40.00 |
40.00 |
Profit carried to Balance Sheet |
1218.74 |
1094.76 |
INDIAN ACCOUNTING STANDARDS- IMPLEMENTATION
The Company has prepared Financial Statements in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (âInd ASâ) prescribed under Section 133 of the Companies Act, 2013.
DIVIDEND
After considering the earnings, requirement for funds and with the objective of aptly rewarding the shareholders, your Directors recommend a dividend of Rs. 1.80 (18%) per equity share for the financial year 2017-18 (Previous year Rs. 1.50 per equity share i.e.15%) subject to the approval of shareholders. If approved, the dividend will absorb Rs. 116.55 Lakhs, including Corporate Dividend Tax, Surcharge and Education Cess.
TRANSFER TO RESERVES
Your Directors propose to transfer Rs 40.00 Lakhs to the General Reserve out of the current yearâs profit and retain the balance amount of Rs. 1218.74 Lakhs in the Profit and Loss Account.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations with the Stock Exchanges, is annexed to this report as âAnnexure Eâ.
CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARDâS REPORT
There is no change in the nature of business of the Company during the year. There is no revision made in the Boardâs Report and whatever submitted herewith is the final report.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint venture or Associate Company.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) DIRECTORS
Shri Chetan G Cholera (DIN: 00131143) Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible and not being disqualified under Section 164 of the CompaniesAct, 2013, offers himself for reappointment. Shri Chander J Bhatia resigned from the office of Executive Director during the year and will continue as Non-Executive Director of the Company.
(ii) KEY MANAGERIAL PERSONNEL.
There is no change in Key Managerial Personnel during the year.
(iii) DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their declarations to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
(iv) ANNUAL EVALUATION OF BOARD
The Board has carried out an Annual Evaluation of its own performance, its Committees and individual Directors pursuant to provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board Composition and Structure, Effectiveness of Board Process, Information and Functioning etc. In a separate Meeting of the Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole was evaluated taking into account the views of Executive Directors and Non-Executive Directors.
COMPANYâS POLICY RELATING TO APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES.
The Companyâs Policy relating to appointment of Directors and Key Managerial Personnel, payment of Managerial Remuneration, Directorâs Qualifications, positive attributes and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in âAnnexure C" and is attached to this report.
BOARD MEETINGS HELD DURING THE FINANCIAL YEAR UNDER REVIEW
During the financial year ended 31 st March, 2018 under review, the Company held Six (6) Board Meetings as under:
1. 09thApri1,2017 3. 12thAugust, 2017 5. 8th December, 2017
2. 27th May, 2017 4. 9th September, 2017 6. 10th February, 2018
All the Board Meetings were well attended and there was no gap of one hundred twenty days between any two Board Meetings.
COMPOSITION OF AUDIT COMMITTEE AND MEETINGS HELD DURING THE FINANCIAL YEAR
The Audit Committee consists of the following members:
1. Shri. Bhumitra V Dholakia- Chairman. (Independent Director).
2. Shri. Dhananjay D Kanitkar- Member. (Independent Director).
3. Shri. Jagdish C Bhatia- Member. (Managing Director).
During the financial year ended 31st March, 2018 under review, the Company held Five (5) Audit Committee Meetings as under:-
1. 27th May, 2017 3. 9th September, 2017 5. 10th February, 2018
2. 12thAugust, 2017 4. 8th December, 2017
All the committee meetings were well attended and the Board accepted recommendations of the audit committee.
NOMINATION AND REMUNERATION COMMITTEE AND STAKE HOLDERS RELATIONSHIP COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee and Stake Holders Relationship Committee.
One meeting of Nomination and Remuneration Committee was held during the year under review ie on 10th February 2018 which was attended by all the members.
COMPLIANCE WITH SECRETARIAL STANDARDS
It is hereby confirmed that the Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
- In the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;
- Such accounting policies as mentioned in Note 1, 2 and 29 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;
- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- The Annual Financial Statements have been prepared on a going concern basis;
- Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
- Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
AUDITORS
In compliance with the Companies (Audit and Auditors) Rules, 2014, the Company has appointed M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara for four years at 40th Annual General Meeting till the conclusion of 44th Annual General Meeting. The Statutory Auditorâs report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Samdani Shah & Kabra, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the Financial Year ended 31st March, 2018. The Secretarial Audit Report in Form MR-3 is annexed herewith as âAnnexure Dâ. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
COST AUDITORS
The provisions for the Cost Audit are not applicable to the Company and hence the Company is not required to appoint Cost Auditor. However cost records as specified under Section 148 (1) read with relevant Rules and accordingly such accounts and records are made and maintained by the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively with the size and nature of the business. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the timely preparation of reliable financial disclosure.
HEALTH, SAFETY AND MEASURES TAKEN ON ENVIRONMENT PRESERVATION.
The health and safety of the employees across its operations remains the highest priority for the Company. All endeavours are being taken to enhance safety standards and processes towards minimizing risks in all operations in the Company. Initiatives taken by Company on Health, Safety and on Environment Preservation are mentioned below:
- Company had appointed a dynamic safety officer supported by health committee, safety committee and fire committee.
- In association with union and workers Company implemented following programmes.
Swachha Rapicut Abhiyan
- Workers contribute voluntarily twice a month for shramdaan and clean up the peripheral of company inside the compound. Green Rapicut Abhiyan:
- Company planted more than 100 plants during the year.
Safe Rapicut Abhiyan:
- Safety equipments are provided to all workers as per safety needs.
- Helmets are made mandatory for all employees who commute on duty by two wheeler.
- All pressure vessels are being tested at scheduled intervals.
- Training on safety and fire is conducted periodically for all concerned committees that are entrusted with Safety.
Measures on Health
- Health awareness training program to all the workers by NGOs.
- Safety nose masks are provided to keep workers safe from any occupational health issues.
Measures taken on Environment Preservation
- Workers are educated for making minimum waste of food, cotton, plastics and plastic bags etc. These wastes are collected and disposed off regularly.
Tobacco free Rapicut Ashiyan
- Workers are educated on health risks of consuming Tobacco. Company is successful in achieving tobacco free Rapicut. Accident at Factory:
- There were no accidents during the year under review.
WHISTLE BLOWER/VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism or Whistle Blower Policy has been established for directors, employees and other stakeholders to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct. The said Policy provides for adequate safeguards against victimization and direct access to the higher levels of supervisors. The same is also uploaded on the website of the Company.
CORPORATE GOVERNANCE AND REPORT THEREON
Pursuant to Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and para C, D and E of Schedule V are not applicable to the Company as the paid up share capital of the Company is less than Rs. 10 Crores and net worth is also less than Rs. 25 Crores as on the last day of previous financial year. Hence, Corporate Governance Report is not furnished.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Except as disclosed elsewhere in this report, no material changes and commitments that could affect the Companyâs financial position have occurred during the financial year of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to the requirement of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details pertaining to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are provided as follows:
A. CONSERVATION OF ENERGY
a) Energy Conservation measures taken:
1. Close monitoring of consumption of electricity, Diesel and water.
2. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.
3. Creating awareness among Workmen to conserve energy.
b) Impact of measures:
1. Due to measures taken as described above, the overall power and fuel oil consumption at plants and office had decreased.
2. Details of total energy consumption:
B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
The Company has not imported, innovated or adapted any technology during the year under review.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
RISK MANAGEMENT FRAMEWORK
The Company has the risk assessment and mitigation procedures in place and the Board has been kept informed of such assessment.
CORPORATE SOCIAL RESPONSIBILITY
Since the Company is not falling under all three criteria mentioned in Section 135 (1) of the Companies Act, 2013. The Company is not required to spend 2% of the average net profits of the three immediately preceding financial years mentioned in Section 135 (5) of the CompaniesAct, 2013, the statement to this effect is furnished in âAnnexure Aâ.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the period under review, the Company has not granted any loans, furnished guarantees and made investments during the financial year ended 31 st March, 2018 as envisaged under Section 186 of the Companies Act, 2013.
RELATED PARTY DISCLOSURES
The particulars of Contracts or Arrangements entered into with related parties under Section 188 of the Companies Act, 2013 are furnished in âAnnexure Bâ to this report.
EXTRACT OF AN N U AL RETU RN
The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is placed on the Companyâs website. The web-link as required under Companies Act, 2013 is as under: http://www.rapicutcarbides.com/finance.htm
MANAGERIAL REMUNERATION
Particulars of Employees pursuant to Section 134(3) (q) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
*Shri Chander J Bhatia was Executive Director till 9th February, 2018.
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT
In terms of regulation 39(4) of the Listing Regulations, the details in respect of equity shares lying in the suspense accounts are given below:
The voting rights on the shares in the suspense account as on March 31,2018 will remain frozen till the rightful owners of such shares claim the shares.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal Mechanism pertaining to Sexual Harassment of Women employees at workplace. There was no complaint received during the year under review. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on following items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.
3. The Company has not resorted to any Buy Back of its shares during the year under review.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
5. The Company is not required to submit Business Responsibility Report in pursuance of Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere appreciation for the support and assistance extended by the Companyâs Suppliers, Bankers and Business Associates. Your Directors are thankful to the employees and the esteemed Shareholders for their continued support and the confidence reposed in the Company and its Management.
For and on behalf of the Board
Date : 11th August, 2018 Chetan G. Cholera Jagdish C. Bhatia
Place: Mumbai (Director) (Managing Director)
Mar 31, 2016
BOARD''S REPORT
TO THE MEMBERS
The Directors take pleasure in presenting their 39th Annual Report along with the Audited Financial Statements for the financial year ended 31st March, 2016. The Company operates only in one business segment viz., Tungsten and Tungsten Carbide Products.
FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
Particulars |
Year ended 31st March, 2016 |
Year ended 31st March, 2015 |
Sales and Other Income |
3762.04 |
4355.46 |
Less: Excise Duty |
413.02 |
485.83 |
Sales and Other Income (Net) |
3349.02 |
3869.63 |
Profit before Depreciation and Tax (Including Deferred Tax) |
293.62 |
399.63 |
Profit after Depreciation and Tax |
145.78 |
225.33 |
Add: Profit brought forward from previous year |
774.20 |
670.16 |
Less: (i) Prior period adjustment |
0.66 |
3.71 |
Profit available for appropriation |
919.32 |
891.78 |
Appropriations: |
||
Proposed Dividend |
64.45 |
64.45 |
Tax on Proposed Dividend |
13.12 |
13.12 |
Transfer to General Reserve |
20.00 |
40.00 |
Profit carried to Balance Sheet |
821.75 |
774.20 |
DIVIDEND
After considering earnings, requirement for funds and with the objective of rewarding the shareholders, your Directors have maintained and recommend a dividend of Rs.1.20 (12%) per equity share for the year 2015-16 (Previous year Rs.1.20 per equity share i.e. 12%), subject to the approval of shareholders. If approved, the dividend will absorb Rs.77.57 Lakhs, including Corporate Dividend Tax, Surcharge and Education Cess.
TRANSFER TO RESERVES
Your Directors propose to transfer Rs. 20.00 Lakhs to the General Reserve out of the current year''s profit and the balance aggregating to Rs. 821.75 Lakhs is proposed to be retained in the Profit and Loss Account.
TUNGSTEN CARBIDE INDUSTRY STRUCTURE, PERFORMANCE, DEVELOPMENT, OVERVIEW & OUTLOOK
It is satisfying to note that overall buoyancy in market conditions witnessed in the last quarter of 2015-16 continued as we entered 2016-17. This can reasonably be read as a healthy indicator of how the year 2016-17 may shape if this environment extends into the subsequent quarters.
Your Directors are glad to report that the Company has been awarded an order worth Rs. 7.50 crores by Neyveli Lignite Corporation Limited and this order is to be executed by February, 2017. This order combined with the regular orders of the Company''s Mining Products should result in a higher growth in the Mining Products category in the current fiscal year. The Company is fully geared to meet this enhanced demand.
Referring to the previous yearâs Board Report, Members may please note that substantial progress has been made towards completion of the Project for manufacturing Index able Inserts / Cutting Tools. All the equipment/machines ordered are expected to be installed and expected to be commissioned by the end of October, 2016. Thereafter the trials will be conducted and commercial production will commence from January, 2017 onwards.
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
The overall market conditions in the year 2015-16 were far from satisfactory. Consequently, barring a few select products the demand scenario was overall sluggish. Signs of buoyancy were, however, quite visible in the last quarter of the year.
During the year it was noticed that sales could have been perceptibly higher if the Company had agreed to relax credit terms offered to some customers in the Mining segment. However, management thought it prudent not to do so.
The Product wise Performance of the Company is mentioned below:
Sr. No. |
Particulars of Products Manufactured |
12 Months ended 31/03/2015 |
12 Months ended 31/03/2016 |
1. |
Metal Cutting |
366779 (Nos.) |
479170 (Nos.) |
2. |
Mining |
938302 (Nos.) |
848298 (Nos.) |
3. |
Wear Parts |
52861 (Nos.) |
48844 (Nos.) |
4. |
Intermediates |
23469 (Kgs) |
21498 (Kgs) |
5. |
TC Tool Room Products |
1744 (Nos.) |
6677 (Nos.) |
During the Financial Year 2015-16 the Turnover was Rs 33.49 Crores compared to Rs 38.69 Crores in Financial Year 2014 15. The Turnover dropped by 13.61% due to sluggish demand for the Products. The Net Profit in the Financial Year 2015-16 was Rs 1.45 Crores compared to Rs 2.21 Crores in the Financial Year 2014-15, the drop by 34.38% was largely due to increase in Raw Material Costs, Employee costs, and other Miscellaneous Expenses.
OPPORTUNITIES, THREATS, RISKS & CONCERNS
With the Government taking a positive stance by lifting curbs on mining operations and granting new leases in several mines located in Eastern India & Northern India. Mining acitivity is bound to pick up leading to good demand for our Products. With the Make in India initiatives Government ordinance factories will henceforth purchase 30% to 40% of their requirement from domestic manufacturer. This also presents a significant opportunity for growth to our Company.
However Risks are an integral part of any business and the risk profile, to a great extent, depends on the climatic conditions, economic and business conditions and the markets/customers we serve.
The Companyâs risk management is based on the philosophy of achieving sustained growth while mitigating and managing risks involved.
Few of the risks associated with our businesses are enumerated below:
- Fluctuations in demand and price for finished products viz. Mining Inserts, Metal Cutting and wear parts, etc.
- Fluctuations in the price and availability of key raw materials viz. Blue/Yellow Tungsten Oxide, Cobalt Metal Powder and energy costs.
- Increase in interest rates.
- Adverse fluctuations in the exchange rate of the Rupee against US Dollar.
- Changes in government policies affecting the Mining and general Engineering Industry.
- Accidents, natural disasters or outbreaks of disease.
INTERNAL CONTROL SYSTEMS, THEIR ADEQUACY&COMPLIANCE
The Company has an extensive system of internal controls to ensure optimal utilization of resources and accurate reporting of financial transactions and strict compliance with applicable laws and regulations. The Company has put in place sufficient system to ensure that assets are safe guarded against loss from unauthorized use or disposal and that transactions are authorized, recorded and reported correctly.
SAFETY AND HEALTH
The health and safety of the employees across its operations remains the highest priority for the Company. All endeavors are being taken to enhance safety standards and processes towards minimizing safety risks in all operations in the Company.
HUMAN RESOURCES/INDUSTRIAL RELATIONS
Humans are considered as one of the most critical resources in the business who can be continuously nurtured to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Policies and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.
Number of Employees at the Beginning of the year : 99
Number of Employees Recruited during the year : 19
Number of Employees Resigned during the year : 01
Number of Employees Retired during the year : 05
Number of Employees at the End of the year : 112
WHISTLE BLOWER/VIGIL MECHANISM
The Company has established a Whistle Blower/Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concerns about unethical behaviors, actual or suspected fraud or violation of the Company''s code of conduct policy. The said Policy provides for adequate safeguards against victimization and also direct access to the higher levels of supervisors.
CORPORATE GOVERNANCE AND REPORTTHEREON
Pursuant to Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and para C, D and E of Schedule V is not applicable to the Company as the paid up share capital is less than Rs. 10 Crores and net worth is also less than Rs. 25 Crores as on the last day of previous financial year. Hence Corporate Governance Report is not furnished.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position have occurred during the financial year of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A. CONSERVATION OF ENERGY
a) Energy Conservation measures taken:
1. Close monitoring of consumption of electricity, Diesel and water.
2. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.
3. Creating awareness among Workmen to conserve energy.
b) Impact of measures
1. Due to measures taken as described above, the overall power and fuel oil consumption at plants and office has not increased significantly. However the cost of production on account of power has increased due to increase in cost per unit.
2. Total energy consumption and energy consumption per unit of production
Sr. No. |
Particulars |
2015-2016 |
2014-2015 |
|
(a) |
I (i) (ii) (iii) |
Purchansed:- Electricity Unit (KWH) Total Amount (Rs in Lakhs) Rate/Unit (Rs.) |
1887277 147.06 Lakhs 7.79 |
1877488 141.37 Lakhs 7.54 |
(b) |
(i) (ii) (iii) |
Own Generation Coal Furnace Oil- Kl Internal Generation- Units (DG Set) |
Not Applicable Not Applicable 14083 |
Not Applicable Not Applicable 10824 |
B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
The Company has not imported any technology during the year under review.
C. Foreign Exchange Earnings and Outgo Rs. In Lakhs
During the Period under review: 2015-16 2014-15
a) Foreign exchange earnings by the Company was : 32.81 61.66
b) Foreign exchange expenditure was : 1263.13 1398.22
RISK MANAGEMENT FRAMEWORK
The Company has the risk assessment and mitigation procedures in place and the Board has been kept informed of such assessment.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in âAnnexure Aâ of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the Web-Site of the Company. The amount could not be spent as the Company was exploring for good project for CSR in the vicinity of its factory i.e. Ankleshwar, Gujarat. However, in absence of the good project satisfying the requirement of CSR the amount of Rs. 8,19,500/required to be spent on CSR for the financial year 2015-2016 was spent during the financial year 2016-17 by making payment to the Prime Ministerâs National Relief Fund.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not granted any loans, guarantees and investments for the financial year ended 31st March, 2016 under Section 186 of the Companies Act, 2013.
RELATED PARTY DISCLOSURES
The particulars of Contracts or Arrangements entered into with related parties under Section 188 of the Companies Act 2013 are furnished in âAnnexure Bâ and is attached to this report.
COMPANYâS POLICY RELATING TO APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES.
The Companyâs Policy relating to appointment of Directors and Key Managerial Personnel, payment of Managerial Remuneration, Directorâs Qualifications, positive attributes, and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in âAnnexure Câ and is attached to this report.
EXTRACT OF AN N UAL RETU RN
The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in âAnnexure Dâ and is attached to this Report.
BOARD MEETINGS HELD DURING THE FINANCIAL YEAR UNDER REVIEW
During the financial year under review, the Company held four Board Meetings as under:
1. 29th May, 2015 3. 7th November, 2015
2. 11th August, 2015 4. 11th February, 2016
All the Board Meetings were well attended and there was no gap of one hundred twenty days between any two board meetings.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the Annual Financial Statements for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
b. that such accounting policies as mentioned in Note 27 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2016 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the Annual Financial Statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint venture or Associate Company.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
AUDITORS
The Company appointed M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara by Circular Resolution due to casual vacancy which occurred by resignation of M/s. D. N. Shukla & Co., Chartered Accountants, Mumbai. The appointment of M/s. Maloo Bhatt & Co., Chartered Accounts, Vadodara is made for one year subject to approval by share holders in ensuing Annual General Meeting and will hold office till conclusion of next Annual General Meeting to be held in the year 2017, the resolution has been mentioned at item no. 4 to the notice. The Board places of record its appreciation for the guidance and counsel given by M/s. D. N. Shukla & Co., outgoing Auditors of the company for 18 years.
The Statutory Auditors report does not contain any qualification, reservation or adverse remark. Further that there was no fraud reported by Auditors under sub-section (2) of Section 143 of the Companies Act, 2013 other than those reportable to the Central Government.
Cost Auditors
The provisions for the Cost Audit are not applicable to the Company and hence the Company is not required to appoint Cost Auditor.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Samdani Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure Eâ. There is no qualification or observation in the said report.
COMPOSITION OF AUDIT COMMITTEE AND MEETINGS HELD DURING THE FINANCIAL YEAR
The Audit Committee consists of the following members:
1. Shri. Bhumitra V Dholakia- Chairman.
2. Shri. Dhananjay D Kanitkar- Member.
3. Shri. Jagdish C Bhatia- Member.
The above composition of the Audit Committee consists of Independent Directors viz., Mr Bhumitra V Dholakia and Mr Dhananjay D Kanitkar who form the majority.
During the financial year under review, the Company held four Audit Committee Meetings as under:
1. 29th May, 2015 3. 7th November, 2015
2. 11th August, 2015 4. 1''lth February, 2016
All the committee meetings were well attended and recommendations of the audit committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE AND STAKE HOLDERS RELATIONSHIP COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee and Stake Holders Relationship Committee.
MANAGERIAL REMUNERATION
Particulars of Employees pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Sr. No. |
Requirement under Rule 5 |
Details |
1. |
Ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company for the Financial Year |
Shri. Jagdish C Bhatia, Managing Director: 1:0.1117 Shri. Chander J Bhatia, Executive Director: 1:0.1284 |
2. |
Percentage increase in remuneration of each Director, Chief Financial Officer, Executive Director, Company Secretary |
Shri. Jagdish C Bhatia, Managing Director: (-0.97) Shri. Chander J Bhatia, Executive Director: (-1.74) Shri. Ashwin R Master, Chief Financial Officer: 6.97 Shri. Kamlesh M Shinde, Company Secretary: 35.94 |
3. |
Percentage increase in the median remuneration of employees in the financial year |
Increase by 11.99 |
4. |
Number of permanent Employees as on 31st March, 2016 on the rolls of the Company |
88 Employees |
5. |
Average percentile increase made in the salaries of employees other than the managerial personnel in last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration |
Managerial Personnel: 1.97 Other Personnel: 5.16 |
6. |
Affirmation that the remuneration is as per the remuneration policy of the Company |
Remuneration is as per the Nomination and Remuneration Policy of the Company. |
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal Mechanism pertaining to Sexual Harassment of Women employees at workplace. There was no complaint received during the year under review.
GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.
3. The Company has not resorted to any Buy Back of its shares during the year under review.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
5. The Company is not required to submit Business Responsibility Report in pursuance of Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere appreciation for the support and assistance extended by the Company''s Suppliers, Bankers and Business Associates. Your Directors are thankful to the esteemed Shareholders for their continued support and the confidence reposed in the Company and its Management.
For and on behalf of the Board
Place: Mumbai Chetan G. Cholera Jagdish C. Bhatia
Date : 27th July, 2016 (Director) (Managing Director)
Mar 31, 2015
To,
The Members
The Directors have pleasure in presenting their 38th Annual Report on
the business and operations of the Company and the accounts for the
financial year ended 31st March, 2015.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
Year ended Year ended
31-03-2015 31-03-2014
Sales and other income 4355.46 4317.76
Less : Excise Duty 485.83 467.09
Sales and Other Income (Net) 3869.63 3850.67
Profit before depreciation and tax
(including deferred tax) 399.63 410.64
Profit after depreciation and tax 225.33 239.39
Add: Profit brought forward from previous year 670.15 549.63
Less : (i) Prior period adjustment 0.26 2.49
(ii) Extraordinary Item 3.45 1.46
Profit available for appropriation 891.78 785.07
Appropriations :
Proposed Dividend 64.45 64.45
Tax on Proposed Dividend 13.12 10.45
Transfer to General Reserve 40.00 40.00
Profit carried to Balance Sheet 774.20 670.15
2. TRANSFER TO RESERVES
Your Directors propose to transfer Rs. 40.00 Lacs to the General
Reserve out of the current year's profit and the Balance aggregating to
Rs. 774.20 Lacs is proposed to be retained in the Profit & Loss
Account.
3. DIVIDEND
After considering earnings, requirement for funds and with the
objective of rewarding the shareholders, your Directors recommend a
dividend of Rs.1.20 (12%) per equity share for the year 2014-15
(Previous year Rs.1.20 per equity share i.e.12%), subject to the
approval of shareholders. If approved, the dividend will absorb
Rs.77.58 Lacs, including Corporate Dividend Tax, Surcharge and
Education Cess.
4. REVIEW OF BUSINESS OPERATIONS AND PROSPECTS
BUSINESS OPERATIONS
Overall market conditions directly impacting the product groups
manufactured by Your Company in 2014-15 remained significantly the same
ie., weak as in the previous year.
In the result both, sales turnover and margins were constantly under
pressure owing to heightened competition.
In this background Your Company could manage to close the year 2014-15
at nearly the same profitability level as in the previous year.
PROSPECTS :
The First Quarter of the current year 2015Â16, has not shown any
improvement in demand and price realization scenario.
However, a noteworthy positive factor recently has been the significant
softening of principal raw material prices.
Your Company has drawn investment plans to enter into value added
products like Indexable Inserts / Cutting Tools and thereby insulate
itself against volatile raw material price movements by significant
reduction in the percentage of raw material content in the final
product.
5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY.
The Company has an extensive system of internal controls to ensure
optimal utilisation of resources and accurate reporting of financial
transactions and strict compliance with applicable laws and
regulations. The Company has put in place sufficient system to ensure
that assets are safe guarded against loss from unauthorised used or
disposition, and that transactions are authorised, recorded and
reported correctly.
6. SAFETY AND HEALTH
The health and safety of the employees across its operations remains
the highest priority for the Company. All endeavours are being taken to
enhance safety standards and processes towards minimising safety risks
in all operations in the Company.
7. GREEN INITIATIVES
The Company has started transmitting Annual Report through electronic
mode-email to the shareholders who preferred to receive Annual Report
through electronic mode and initiated steps to reduce consumption of
paper.
8. HUMAN RESOURCES
Humans are considered as one of the most critical resources in the
business which can be continuously smoothened to maximize the
effectiveness of the Organization. Human resources build the Enterprise
and the sense of belonging would inculcate the spirit of dedication and
loyalty amongst them towards strengthening the Company's Polices and
Systems. All personnel continue to have healthy, cordial and
harmonious approach thereby enhancing the contributory value of the
Company.
9. LISTING
The Equity Shares of the Company are listed at BSE Limited (BSE).
The Company has made all the compliances of Listing Agreement including
payment of Annual Listing Fees upto 31st March, 2016 to BSE Limited.
10. CORPORATE GOVERNANCE & REPORT THEREON
The Company has complied with the various requirements under the
Corporate Governance reporting system. A detailed Compliance Report on
Corporate Governance is annexed to this report. The certificate on
compliance with the conditions of Corporate Governance under clause 49
of the Listing Agreement is also annexed to this report.
Provisions of Clause 49 of the Listing Agreement were applicable to the
Company only up to 30th September, 2014 and it became non applicable
with effect from 01st October, 2014 as the Company's paid up share
capital is less than Rs. 10 crores and net worth less than Rs. 25
crores.
11. SPECIAL BUSINESS
As regards the items of the Notice of the AGM relating to Special
Business, the resolutions incorporated in the Notice and the
Explanatory Statement relating thereto, fully indicate the reasons for
seeking the approvals of members to those proposals. Your attention is
drawn to these items and Explanatory Statement annexed to the Notice.
12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company's financial position have
occurred between the end of the financial year of the Company.
13. PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO, AS REQUIRED TO BE
DISCLOSED BY THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING A PART OF
THE DIRECTORS' REPORT ARE AS UNDER: -
(A) Conservation of energy
The Company accords great importance to conservation of energy. The
main focus of the Company during the year was:
(i) Energy Conservation measures taken:-
1. Close monitoring of consumption of electricity, LPG, Diesel and
water.
2. Optimum use of Energy by Switching off Machines, Lights, Fans, Air
Conditioners and Exhaust Systems whenever not required.
3. Creating awareness among Workmen to conserve energy.
(ii) Impact of measures of (a) above for reduction of energy
consumption and consequent impact on the cost of production of goods:
1. Due to measures taken as described above, the overall power and
fuel oil consumption at plants and office has reduced. However the cost
of production on account of power has increased due to increase in cost
per unit.
(iii) Total energy consumption and energy consumption per unit of
production.
Form for disclosure of particulars with respect to Technology
Absorption, Research and Development FOCUS ON RESEARCH AND DEVELOPMENT:
- Improvement in productivity/quality and reduction in cost of
production of Company's Plants and at Customer's end.
- Cost reduction, import substitution, safer environment and strategic
resource management.
- Meeting the statutory requirements.
(B) Technology Absorption, Adaptation and Innovation
The Management has focused on productivity and Total Quality Management
[TQM] in order to optimize manufacturing costs.
(C) Benefits
This has helped in achieving optimum manufacturing costs, improved
quality of products and consequently, enhanced customer satisfaction.
The Company uses indigenous technology.
(D) The Company has not imported any technology during the year under
review.
14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY.
The Company has the risk assessment and mitigation procedure in place
and the Board has been kept informed of such assessment.
15. CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in Annexure-A of this Report in
the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The Policy is available on the Web-Site of the
Company.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013.
There was no loans, guarantees or investments made by the Company under
Section 186 of the Companies Act, 2013 during the year under review and
hence the said provision is not applicable.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES.
The particulars of Contracts or Arrangements made with related parties
made pursuant to Section 188 is furnished in Annexure B and is attached
to this report.
18. COMPANY'S POLICY RELATING TO APPOINTMENT OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR
DUTIES.
The Company's Policy relating to appointment of Directors and Key
Managerial Personnel, payment of Managerial remuneration, Directors'
qualifications, positive attributes, and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished
in Annexure C and is attached to this report.
19. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure D and is attached to this Report.
20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had five (5) Board meetings during the financial year under
review and all the meetings were held physically.
Board Meetings I II III IV V
Dates 29/05/14 09/08/14 20/09/14 13/11/14 07/02/15
21. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:- a) in
the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
(b) 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 and
loss of the company for that period;
(c) 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;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
23. DEPOSITS
As per Section 74 of the Companies Act, 2013 all the fixed deposits
which were due for repayment on or after 31st March, 2015 have been
repaid on 31st March, 2015. The Company has neither accepted nor
renewed any deposits during the year under review.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
In accordance with the provisions of the Companies Act 2013,
Shri.C.J.Bhatia is due to retire at the conclusion of the forthcoming
Annual General Meeting and being eligible, offers himself for
re-appointment.
Smt. Gayatri Parikh who was appointed as Additional
Director-Independent on 7th February, 2015 and holds the said office
till the date of the Annual General Meeting. A notice has been received
from a member proposing her candidature for her re-appointment.
Key Managerial Personnel
Shri. Kamlesh Shinde, Company Secretary of the Company was appointed as
Key Managerial Personnel at the Board Meeting held on 29th May, 2014.
Shri. A R Master, Assistant Vice President- Finance of the Company was
designated as Key Managerial Personnel at the Board Meeting held on
29th May, 2014.
25. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
BOARD EVALUATION
The Board of Directors have carried out an Annual Evaluation of its own
performance and individual Directors pursuant to provisions of the Act
and Corporate Governance requirements as prescribed by clause 49 of the
Listing Agreement.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on basis of the criteria such as the
Board Composition and Structure, Effectiveness of Board Process,
Information and Functioning etc.
In a separate Meeting of the Independent Directors, performance of
Non-Independent Directors, Performance of the Board as a whole and
performance of the Chairman was evaluated, taking into account the
views of Executive Directors and Non-Executive Directors.
26. AUDITORS & AUDITORS REPORTS
Statutory Auditors
M/s D N Shukla & Co., Chartered Accountants, Mumbai were appointed as
Statutory Auditors for a period of three (3) years in the Annual
General Meeting held on 20th September, 2014.
As per the provision of Section 139(1) of the Act, their appointment
for the above tenure is subject to ratification by Members at every
AGM. Accordingly, ratification of the Members is being sought for
proposal contained in the Resolution set out at item No. 4 of the
Notice.
The Statutory Auditors Report does not contain any qualification,
reservation or adverse remark.
Cost Auditors
The provisions of the Cost Audit are not applicable to the Company and
hence the Company is not required to appoint Cost Auditor.
Secretarial Auditors
M/s Samdani Shah & Associates, Practicing Company Secretaries, Vadodara
carried out Secretarial Audit for the year under review. There was no
qualifications, reservations or adverse remarks made by the Secretarial
Auditors in their report. Secretarial Audit Report is furnished and
attached to this report.
27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM.
The Audit Committee consists of the following members
a. Shri. Bhumitra V Dholakia- Chairman.
b. Shri. Dhananjay D Kanitkar- Member.
c. Shri. Jagdish C Bhatia- Member.
The above composition of the Audit Committee consists of Independent
Directors viz., Mr Bhumitra V Dholakia and Mr Dhananjay D Kanitkar who
form the majority.
The Company has established a vigil mechanism. The Company has also
provided adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided
direct access to the chairman of the Audit Committee on reporting
issues concerning the interests of co-employees and the Company.
28. RATIO OF MANAGERIAL REMUNERATION
As per the provisions of Section 197 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, every listed company are required to disclose following
information in the Board's Report :-
Variations in the market capitalization Rs.14.45 crores
Price Earnings Ratio as at the closing date
of current financial year 13.36
Price Earnings Ratio as at the closing date
of previous financial year 6.14
% Increase / Decrease from last Public Offer
IPO price per Share (Year - 1977) 10
Market Price as at 31st March , 2015 55.05
% Increase from last Public Offer 450.50*
* Note : Bonus Issue and Rights issue is not adjusted in the
calculation.
Ratio of the remuneration of each director to the median remuneration
of the employees of the Company for the financial year.
Name Ratio to Employees
J C Bhatia  Managing Director 1 : 0.0987
C J Bhatia  Executive Director 1 : 0.1127
Percentage increase in remuneration of each Director, Chief Financial
Officer, Chief Executive Officer, Company Secretary or Manager, if any,
in the financial year :-
Name % increase
J C Bhatia  Managing Director 0.46
C J Bhatia  Executive Director 13.63
A R Master - CFO 09.07
Kamlesh Shinde  Company Secretary (Appointed
w.e.f. 12th May, 2014) N.A
Percentage increase in the median remuneration of employees in the
financial year. 7.36
Number of permanent employees on the rolls of company. 91
Explanation on the relationship between average increase in
remuneration and company performance.
Decrease in Profit before Tax- 5.48%
Increase in overall remuneration- 6.08%
Comparison of the remuneration of the Key Managerial Personnel against
the performance of the Company.
increase in remuneration of KMP- 6.79%
Decrease in Profit
Before Tax- 5.48%
Average percentile increase already made in the salaries of employees
other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration
and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration
6.79 % increase in managerial remuneration and 8.74% increase in
non-managerial remuneration.
Comparison of the each remuneration of the Key Managerial Personnel
against the performance of the Company.
Same as above
Key parameters for any variable component of remuneration availed by
the directors.
Company Performance Periodical Reviews, Skills and Competence
Ratio of the remuneration of the highest paid director to that of the
employees who are not directors but receive remun-eration in excess of
the highest paid director during the year.
NA
*Explanation: The Percentage increase in the Median remuneration of
employees are more on account of no replacement during the year.
Name of the Employee who was employed throughout the financial year,
was in receipt of remuneration for the financial year 2014-15 was not
less than sixty lakhs rupees.
Not Applicable
Name of the Employee if employed for part of the financial year
2014-15, was in receipt, was in receipt of remuneration for any part of
the year in aggregate was note let than five lakhs rupees per month.
Not Applicable
Name of the Employee who was employed throughout the financial year or
part thereof and who has drawn remuneration in excess of that drawn by
the Managing Director or Whole time Director or Manager and holds
himself or alongwith his spouse and dependent children not less than 2%
of the equity shares of the Company
Not Applicable
We affirm that the remuneration paid to the Managerial and
Non-Managerial Personnel is as per the remuneration policy of the
Company.
29. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.
3. Issue of Shares (including Sweat Equity Shares) to employees of the
Company under any scheme.
4. The Company has not resorted to any Buy Back of its shares during
the year under review.
5. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries.
6. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
7. The Company is not required to submit Business Responsibility
Report in pursuance of clause 55 of the Listing Agreement.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.
The Company has set up an Internal Complaints Committee (ICC) for
providing a Redressal Mechanism pertaining to Sexual Harassment of
Women employees at workplace. There was no complaint received during
the year under review.
31. NOMINATION AND REMUNERATION COMMITTEE AND STAKE HOLDERS
RELATIONSHIP COMMITTEE
The Company have duly constituted Nomination and Remuneration Committee
and Stake Holders Relationship Committee.
The details of Nomination and Remuneration Committee meeting held
during the year 2014-15.
Sr. Name of Director(s) Acting in the Dates of Nomination and
Remuneration Committee
No. Committee Meetings during 2014-15
as 29/05/2014 20/09/2014 07/02/2015
1 Shri. B V Dholakia Chairman Attended Attended Attended
2 Shri. D D Kanitkar Member Attended Attended Attended
3 Shri. C G Cholera Member Attended Attended Attended
32. ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on
your Company.
For and on behalf of the Board
Place : Mumbai
Date : 11th August, 2015 (Director) (Managing Director)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their 37th Annual Report and
Audited Accounts of the Company for the financial year ended 31st
March, 2014.
1. FINANCIAL RESULTS (Rs. in Lacs)
Yearended Year ended
31-03-2014 31-03-2013
Sales and other income 4317.76 4421.88
Less : Excise Duty 467.09 486.36
Sales and Other Income (Net) 3850.67 3935.52
Profit before depreciation and tax
(including deferred tax) 410.64 596.94
Profit after depreciation and tax 239.39 358.77
Add: Profit brought forward from
previous year 549.63 364.33
Less : (i) Prior period adjustment 2.49 (12.93)
(ii) Extra Ordinary Item 1.46 -
Profit available for appropriation 785.07 710.17
Appropriations :
Proposed Dividend 64.45 85.94
Tax on Proposed Dividend 10.45 14.60
Transfer to General Reserve 40.00 60.00
Profit carried to Balance Sheet 670.15 549.63
2. DIVIDEND
Your Directors are pleased to recommend a dividend of Rs.1.20 (12%) per
equity share for the year 2013-14 (Previous year Rs.4.00 per equity
share i.e.40%), subject to the approval of shareholders. This works out
to 25% Dividend on the Pre-Bonus Capital. If approved, the dividend
will absorb Rs.74.90 Lacs, including Corporate Dividend Tax.
3. TRANSFER TO RESERVES
The Company proposes to transfer Rs.40.00 Lacs to the General Reserve.
An amount of Rs.670.15 Lacs is proposed to be retained in the profit
and loss account.
4. OPERATING PERFORMANCE
* Business in the Financial Year 2013-14 was impacted by general slow
down in the economy resulting in sluggish manufacturing activity in
Company''s several client industries.
* Consequently competition sharpened in the market place depressing
Company''s margin significantly although total drop in sales (3850.67
Lacs) was very marginal at 2% compared to sales (3935.52 Lacs) in the
previous year.
5. OUTLOOK
(i) Around the close of FY 2013-14 raw material prices rose though not
significantly. In the first quarter ended 30th June 2014, overall
business scenario has not shown any perceptible improvement over the
previous year.
(ii) To counter and overcome the challenging business climate, Your
Company has reworked its internal performance efficiency parameters as
also focused marketing strategy.
(iii) The said measures are expected to improve working results in the
subsequent quarters of the current Financial Year.
6. DIRECTORS
In accordance with the provisions of the Companies Act 2013,
Shri.C.G.Cholera is due to retire at the conclusion of the forthcoming
Annual General Meeting and being eligible, offers himself for
re-appointment.
7. FIXED DEPOSITS
Out of the total fixed deposits with the Company, all deposits due for
repayment as on 31st March 2014, were as desired by the depositors,
either repaid or renewed.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
CONSERVATION OF ENERGY :
(A) Energy conservation measures undertaken :-
i. The Company is getting the benefit of Energy Saving from the
installation of energy efficient equipment / machinery, imported from
China wherever the same is installed in the production area.
(B) Technology absorption and upgradation :-
Company continues to engage with experts for assistance in drawing and
working on prioritized areas to work out process improvements and
up-gradation of technology as an on-going activity.
9. CORPORATE SOCIAL RESPONSIBILITY
Although it is not mandatory for Your Company to adopt and follow
Government guidelines for Corporate Social Responsibility (CSR), Your
Company has voluntarily chosen in the first instance, two broad areas
to focus its CSR activities.
1. Continuous efforts towards energy conservation initiatives.
2. Environmental protection and to this end Your Company is already a
Zero Discharge Unit fulfilling the norms set under Pollution Control
law for being recognized as such.
10. PARTICULARS OF EMPLOYEES
In accordance with provisions of section 217 (2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975, as
amended, the particulars of employees are not given as none of the
employees has drawn remuneration in excess of the limits set therein.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(c) of the Companies Act 2013, the Directors
confirm that:-
a. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
b. Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year ended 31st March, 2014 and the
Profit for the year ended 31st March, 2014.
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the Assets of the Company and for
preventing and detecting fraud and other irregularities.
d. The Annual Accounts have been prepared on a going concern basis.
12. APPOINTMENT OF AUDITORS
M/s. D.N. Shukla & Co., the Auditors of the Company will retire in the
forthcoming Annual General Meeting and are eligible for reappointment.
The members are requested to appoint the Auditors and fix their
remuneration.
13. CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY
Provisions of Clause 49 of the Listing Agreement are applicable to the
Company. The Company prepares quarterly unaudited financial results and
submits the same to the Bombay Stock Exchange. The Company has
constituted committees to deal with Investor Grievance and Share
Transfers.. There are two independent Directors. Board meetings are
convened at regular intervals with proper notice and backgrounds sent
to all the Directors before time. The Chairman is elected at every
Board Meeting. The Company is also availing the services of Company
Secretary in whole time practice to ensure compliance under Company
Law, SEBI, Listing Agreement and relevant corporate laws as applicable.
Guidelines for Corporate Social Responsibility have also been
implemented and reported under separate heading in this report. Most of
the Voluntary Corporate Guidelines issued by the Ministry of Corporate
Affairs are complied with.
14. COMPLIANCE CERTIFICATE
As required under Section 383A of the Companies Act, 1956 and rules
framed thereunder the Company has obtained the Compliance Certificate
from the whole time Company Secretary in practice and the same is
attached to this report and forms part of this report.
16. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Your Company continues to maintain amicable and harmonious relations
with all levels of its workforce.
17. ACKNOWLEDGEMENT
Your Directors wish to place on record their sense of satisfaction and
appreciation of the wholesome support and co-operation from the
Company''s bankers, customers and suppliers.
For and on behalf of the Board
Place : Mumbai C.G. Cholera J. C. Bhatia
Date : 9th August, 2014 Director Managing Director
Mar 31, 2013
TO THE MEMBERS
The Directors have pleasure in presenting their 36th Annual Report and
Audited Accounts of the Company for the financial year ended 31 st
March, 2013.
1. FINANCIAL RESULTS
(Rs. in Lacs)
Year ended Year ended
31-03-2013 31-03-2012
Sales and other income 4421.88 3311.97
Less: Excise Duty 486.36 298.76
Sales and Other Income (Net) 3935.52 3013.21
Profit before depreciation and tax
(including deferred tax) 596.94 485.50
Profit after depreciation and tax 358.77 304.48
Add: Profit brought forward from
previous year 364.33 185.83
Less :(i) Prior period adjustment (12.93) (1.07)
Profit available for appropriation 710.17 489.24
Appropriations:
Proposed Dividend 85.94 64.45
Tax on Proposed Dividend 14.60 10.46
Transferto General Reserve 60.00 50.00
Profit carried to Balance Sheet 549.63 364.33
2. DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 4 (40%) per
equity share for the year 2012-13 (Previous year Rs.3.00 per equity
share i.e.30%), subject to the approval of shareholders. If approved,
the dividend will absorb Rs.100.54 Lacs, including Dividend
Distribution Tax.
3. TRANSFER TO RESERVES
The Company proposes to transfer Rs. 60.00 Lacs to the General Reserve.
An amount of Rs. 549.63 Lacs is proposed to be retained in the profit
and loss account.
4. OPERATING PERFORMANCE
- Operating Revenue increased by 30% in the year ended 31st March,
2013. It increased to Rs. 3,935 Lacs from Rs.3,013 Lacs in the previous
year.
- Profit Before Tax was up by 24% from Rs. 449 Lacs in the previous
yeartoRs. 557 Lacs.
5. OUTLOOK
While the year 2013-14 opened with a comfortable order book, the impact
of cost push caused by raw materia! price rise rather rapidly was
immediately felt.
Signs of sluggishness in the business scenario as a result of general
economic slowdown are there and the Company Management is fully alert
and is putting in place a very concerted policy cum action approach to
mitigate their adverse impact to the maximum extent possible.
Inspite of the aforesaid volatility in the business climate generally,
your Directors are confident that the Company''s robust financial health
aided by sound management measures will bring about satisfactory
results in the current Financial Year 2013-14.
6. DIRECTORS
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Shri. B.V. Dholakia and Shri.
D.D.Kanitkar are due to retire at the conclusion of the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
7. FIXED DEPOSITS
Out of the total fixed deposits with the Company, all deposits due for
repayment as on 31st March 2013 were, as desired by the depositors,
either repaid or renewed.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
CONSERVATION OF ENERGY:
(A) Energy conservation measures undertaken :-
i. The Company has been availing of Energy Saving benefits from the
installation of energy efficient equipment / machinery, imported from
China and installed in the Blanks Department.
ii. The Company is arranging the carrying out of Energy Audit for
identifying all items of Plant and Machinery with a view to draw and
implement focused energy conservation programme.
(B) Technology absorption and upgradation :-
i. Company continues to be engaged with experts for assistance in
drawing and working on prioritized areas to work out process
improvements on a continuous basis.
ii. Upgradation of technology
As mentioned in the previous Directors'' Report exercise towards
procurement of new equipment with upgraded features commensurate with
higherand better technology standards is continuing.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Concerted efforts to promote exports in select areas have resulted in
materializing of an export order for USD 30000 to a Middle East country
in the current Financial Year 2013-14 and the Company hopes this will
auger well for further exports to that and other countries in that
region in future.
(Rs. in Lacs)
2012-13 2011-12
Foreign Exchange earned 1.49 39.20
Foreign Exchange outgo 819.26 792.79
9. CORPORATE SOCIAL RESPONSIBILITY
Although it is not mandatory for Your Company to adopt and follow
Government guidelines for Corporate Social Responsibility (CSR), Your
Company has voluntarily chosen in the first instance, two broad areas
to focus its CSR activities.
1. Continuous efforts towards energy conservation initiatives.
2. Environmental protection and to this end Your Company is already a
Zero Discharge Unit fulfilling the norms set under Pollution Control
law for being recognized as such.
10. PARTICULARS OF EMPLOYEES
In accordance with provisions of section 217 (2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975, as
amended, the particulars of employees are not given as none of the
employees has drawn remuneration in excess of the limits set therein.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:-
a. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
b. Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year ended 31 st March, 2013 and
the Profit for the year ended 31st March, 2013.
c. Proper and sufficient care has been taken 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.
d. The Annual Accounts have been prepared on a going concern basis.
12. APPOINTMENT OF AUDITORS
M/s. D.N. Shukla & Co., the Auditors of the Company will retire in the
forthcoming Annual General Meeting and are eligible for reappointment.
The members are requested to appoint the Auditors and fix their
remuneration.
COST AUDITOR
Pursuant to the provisions of Section 224 (1B) read with Section 233 B
of the Companies Act, 1956, the Company has appointed Shri. Pradip M.
Damania, Cost Accountant as Cost Auditors of the Company for the
Financial Year 2012-13 and 2013-14.
13. CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY
Provisions of Clause 49 of the Listing Agreement are not applicable to
the Company. The Company prepares quarterly unaudited financial results
and submits the same to the Bombay Stock Exchange. The Company has
constituted committees to deal with Investor Grievance and Share
Transfers. There are two independent Directors. Board meetings are
convened at regular intervals with proper notice and backgrounds sent
to all the Directors before time. The Chairman is elected at every
Board Meeting. The Company is availing the services of Company
Secretary in whole time practice to ensure compliance under Company
Law, SEBI, Listing Agreement and relevant corporate laws as applicable.
Guidelines for Corporate Social Responsibility have also been
implemented and reported under separate heading in this report. Most of
the Voluntary Corporate Guidelines issued by the Ministry of Corporate
Affairs are complied with.
14. COMPLIANCE CERTIFICATE
As required under Section 383Aof the Companies Act, 1956, and rules
framed thereunderthe Company has obtained the Compliance Certificate
from the whole time Company Secretary in practice and the same is
attached to this report and forms part of this report.
15. GREEN INITIATIVE
The Company is geared to start transmitting Annual Report through
electronic modeÂemail to the shareholders who opt to receive the same
through electronic mode and thereby reduce consumption of paper.
16. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Your Directors are happy to report that the Company has maintained very
cordial relations with its employees. The Management is committed to
fortify such relations at all levels of its human resource talent.
17. ACKNOWLEDGEMENT
Your Directors wish to acknowledge their appreciation of the valuable
contribution by all sections of the Company''s workforce. Your Directors
also wish to place on record their appreciation of the continuous
support received from the Company''s bankers, customers and suppliers.
For and on behalf of the Board
Place: Mumbai C.G. Cholera J. C. Bhatia
Date: 27th July, 2013 Director Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 35th Annual Report and
Audited Accounts of the Company for the financial year ended 31st
March, 2012.
1. FINANCIAL RESULTS
(Rs.in Lacs)
Year ended Year ended
31-03-2012 31-03-2011
Sales and other income 3,311.97 2,750.56
Less : Excise Duty 298.76 244.46
Sales and Other Income (Net) 3013.21 2,506.10
Profit before depreciation and tax
(including deferred tax) 485.94 399.21
Profit after depreciation and tax 304.48 247.87
Add: Profit brought forward from previous year 185.83 54.23
Less: (i) Prior period adjustment (1.07) (3.64)
Profit available for appropriation 489.24 298.46
Appropriations:
Proposed Dividend 64.45 53.71
Tax on Proposed Dividend 10.46 8.92
Transfer to General Reserve 50.00 50.00
Profit carried to Balance Sheet 364.33 185.83
2. DIVIDEND
Your Directors are pleased to recommend payment of dividend of Rs. 3/-
(30%) per equity share of Rs. 10/- each for the year 2011-12, subject
to the approval of shareholders (Previous year Rs. 2.50, i.e., 25%). If
approved, the dividend will absorb Rs. 74.91 Lacs (inclusive of
distribution tax on dividend).
3. TRANSFER TO RESERVE
The Company proposes to transfer Rs. 50.00 Lacs to the General Reserve
and an amount of Rs. 364.33 Lacs is proposed to be retained in the
profit and loss account.
4. PERFORMANCE AND PROSPECTS
Performance:
- The year 2011-12 closed with an increase of 20% in sales & other
income (Rs. 3013 Lacs) compared to the previous year (Rs. 2506 Lacs).
- The operating profit before tax was up by 20% from Rs. 373 Lacs to
Rs. 449 Lacs and profit after tax was up by 24% from Rs. 244 Lacs to
Rs. 303 Lacs.
Prospects:
- The year 2012-13 holds promise of registering impressive overall
growth despite some sectors to which Your Company caters showed signs
of sluggishness in the first quarter.
- The raw material availability and pricing has since stabilized and
this should reflect positively in the 2012-13 performance.
- As mentioned in the previous Report, for capacity enhancement some
of the equipment already ordered has since arrived and has been
commissioned. Capital equipment additions for sustained growth together
with focus on quality up-scaling is a continuous effort and Your
Company is well set in that direction.
5. APPROVALS FROM GUJARAT POLLUTION CONTROL BOARD
In support of its growth and expansion programme the Company has since
received NOC and CONSENT from Gujarat Pollution Control Board,under the
Environment Protection and other Allied Laws for setting up production
facilities for tonnages which are more than 200% increase over the
earlier sanctioned tonnages.
6. DIRECTORS
Your Directors wish to report with profound regret, the demise of Shri.
S.S. Kumar, a longtime Director and Ex- Chairman of the Company. Shri.
Kumar was a Director of the Company for 27 years from 1981 to 2008.
Throughout his association with the Company he ever so willingly
extended his unstinted support and wise counsel in the key affairs of
the Company Management. He was an Advocate of the Supreme Court and
highly respected expert in Company Law and Corporate Affairs.
Your Directors wish to place on record their deep appreciation and
acknowledge the valuable services rendered by Shri. Kumar throughout
the years of his association with Rapicut.
Shri. K.S. Joshi resigned as Director from 22nd October, 2011. The
Board places on record its appreciation of the valuable services
rendered during his tenure as Director and for the contribution to the
deliberations of the Board.
In accordance with the provisions of the Companies Act 1956, and the
Articles of Association of the Company, Shri. L.M. Bijlani and Shri.
J.C. Bhatia are due to retire at the conclusion of the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
7. FIXED DEPOSITS
Out of the total fixed deposits with the Company, all deposits due for
repayment as on 31st March, 2012 were, as desired by the depositors,
either repaid or renewed.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO. CONSERVATION OF ENERGY:
(A) Energy conservation measures undertaken:-
1. The Company continuous to reap Energy Saving benefits from the
installation of Mechanical Automatic Press installed last year.
2. The Company is working towards stabilizing the running of new
De-waxing cum Sintering Furnace and once this is accomplished, the
power consumption will reduce significantly.
(B) Technology absorption and upgradation:-
1. After putting into practice recommendation of local experts,
modifications have been carried out in certain equipment and process
parameters. These measures have resulted in significant improvement in
productivity and reduced energy consumption.
2. Upgradation of Technology
The Company continues to act on two pronged strategy, ensuring in the
first instance that the processes in practice are upgraded on a
continual basis. Secondly, aiming that procurement of new equipment,
whenever required, lends itself to yielding benefits commensurate with
upgraded technology.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Focused initiatives to promote exports have borne fruit and the same is
seen in the export performance at the very start of the current
financial year 2011-12, in which export of Rs.39.20 Lacs was registered
which works out to 27.03% growth over the corresponding previous year
2010-11 in which export of Rs.30.86 Lacs was achieved.
(Rs. in Lacs)
2011-2012 2010-2011
Foreign Exchange earned 39.20 30.86
Foreign Exchange outgo 792.79 1100.95
9. CORPORATE SOCIAL RESPONSIBILITY
Although it is not mandatory for Your Company to adopt and follow
Government guidelines for Corporate Social Responsibility (CSR), Your
Company has voluntarily chosen in the first instance, two broad areas
to focus its CSR activities.
1) Continuous efforts towards energy conservation initiatives.
2) Environmental protection and to this end Your Company is already a
Zero Discharge Unit fulfilling the norms set under Pollution Control
law for being recognized as such.
10. PARTICULARS OF EMPLOYEES
In accordance with provisions of section 217 (2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975, as
amended, the particulars of employees are not given as none of the
employees has drawn remuneration in excess of the limits set therein.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:-
a. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
b. Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year ended 31st March, 2012 and the
Profit for the year ended 31st March, 2012.
c. Proper and sufficient care has been taken 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.
d. The Annual Accounts have been prepared on a going concern basis.
12. APPOINTMENT OF AUDITORS
M/s. D.N. Shukla & Co., the Auditors of the Company will retire in the
forthcoming Annual General Meeting and are eligible for reappointment.
The members are requested to appoint the Auditors and fix their
remuneration.
13. COMPLIANCE CERTIFICATE
As required under Section 383A of the Companies Act, 1956 and rules
framed thereunder the Company has obtained the Compliance Certificate
from the whole time Company Secretary in practice and the same is
attached to this report and forms part of this report.
The Company has also taken appropriate steps to obtain compliance
certificate within the prescribed period pursuant to the amendments
with relation to cost records [Sec. 209 (i)(d)] and Cost Audit (sec.
233 B) of the Companies Act, 1956.
14. GREEN INITIATIVE
Members are requested to provide their details viz, Name, Folio No. /
Client ID and e-mail address on the Company's e-mail address
[email protected] to enable the Company to act on the
"Green Initiative" effort launched by the Ministry of Corporate
Affairs, Government of India, through their various Circulars.
15. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Your Directors are happy to report that the Company has maintained very
cordial relations with its employees. The Management is committed to
fortify such relations at all levels of its human resource talent.
16. ACKNOWLEDGEMENT
Your Directors wish to acknowledge their appreciation of the valuable
contribution by all sections of the Company's workforce. Your Directors
also wish to place on record their appreciation of the continuous
support received from the Company's bankers, customers and suppliers.
For and on behalf of the Board
Place: Mumbai C.G. Cholera J. C. Bhatia
Date: 28th July, 2012 Director Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 33rd Annual Report and
Audited Accounts of the Company for the financial year ended 31st
March, 2010.
1. FINANCIAL RESULTS
(Rs.in Lacs)
Year ended Year ended
31-03-2010 31-03-2009
Sales and other income 2,236.57 1,917.92
Less : Excise Duty 157.74 211.70
Sales and Other Income (Net) 2,078.83 1,706.22
Profit before depreciation and tax
(including deferred tax) 279.20 169.74
Profit after depreciation and tax 174.13 107.07
Add: Profit brought forward
from previous year 24.11 2.27
Less: (i) Prior period adjustment (-) 4.94 (-) 2.52
(ii) Short provision of tax for
earlier years 6.18 (-) 2.55
Profit available for appropriation 199.48 104.27
Appropriations:
Proposed Dividend 38.67 25.78
Tax on Proposed Dividend 6.57 4.38
Transfer to General Reserve 100.00 50.00
Profit carried to Balance Sheet 54.23 24.11
2. DIVIDEND
Your Directors are pleased to recommend a higher dividend of 18% for
the year 2009-10. At this time your Company enjoys quite sound and
stable financial health. But in determining the dividend pay-out your
Directors have been guided by the resolve to pay dividend with focus on
sustainable long term performance. If approved, the dividend will
amount to Rs. 45.24 lacs including dividend distribution tax.
3. TRANSFER TO RESERVE
The Company proposes to transfer Rs. 100.00 Lacs to the General Reserve
and an amount of Rs. 54.23 Lacs is proposed to be retained in the
profit and loss account.
4. PERFORMANCE & PROSPECTS
The year 2009-10 must be regarded as a year of highly satisfactory
performance on many counts, viz.
- The operating profit before tax increased by 73%, from Rs. 1.47
Crores to Rs. 2.54 Crores. The profit after tax increased by 63% from
Rs. 1.07 Crores to Rs. 1.74 Crores.
- The Companys customer reach expanded significantly. Business from
existing customers registered appreciable surge and a good number of
new customers were added.
- At the close of 2009-10 the order book was extremely healthy, a clear
indication that the year 2010-11 should carry the growth momentum with
promising results.
- This is borne out by the 1st Quarter ended 30th June, 2010 results.
Net sales at Rs. 5.59 Crores are higher by 31% and net profit at Rs.
63.00 Lacs is higher by 58% compared with corresponding figures for the
same quarter of the previous year.
5. GROWTH CUM MODERNISATION PLANS
The Company has already drawn and initiated measures to expand capacity
and widen the product spread. An investment plan of close to Rs. 3.00
Crores has been drawn for 2010-11 and 2011-12. New machinery already
ordered will be one of the latest in performance features and result in
highly cost effective output, while at the same time help achieve
quantum jump in the capacity for producing Companys fast moving mining
products.
The additions in equipment planned for 2011-12 will enable the Company
to produce high value added finished tools and also achieve
self-sufficiency in the production of such tools for captive
consumption. Out of the said investment Rs. 1.75 Crores will be spent
in 2010-11.
The said investments will be funded in part through bank term loans and
partly from internal accruals.
6. DIRECTORS
Shri. J.C. Bhatia and Shri. L.M. Bijlani, retire by rotation and being
eligible, offer themselves for re-appointment.
7. FIXED DEPOSITS
Out of the total fixed deposits with the Company, all deposits due for
repayment as on 31st March, 2010 were, as desired by the depositors,
either repaid or renewed.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Management is continuing its focus on deriving benefits on a
sustained basis from all the measures initiated in the past and new
initiatives taken in the previous year viz:
CONSERVATION OF ENERGY:
Company has taken various measures to conserve energy in the energy
intensive sections in the plant and these coupled with all the measures
already taken by the Company in the past are yielding significant
gains.
UPGRADATION OF TECHNOLOGY:
As mentioned in the earlier Reports, Company has put into practice
several suggestions by experts to carry out refurbishing certain
equipment by carrying out modifications leading to upgradation in a
very significant manner. These measures have contributed to increase in
productivity and measurable cost effectiveness.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Rs. in Lacs)
2009-2010 2008-2009
Foreign Exchange earned 37.60 17.22
Foreign Exchange outgo 1034.94 687.89
9. PARTICULARS OF EMPLOYEES
In accordance with provisions of section 217 (2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975, as
amended, the particulars of employees are not given as none of the
employees were in receipt of remuneration of Rs.24 Lacs or more for 12
months.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of the Companies Act 1956, the Directors
confirm that:
a. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
b. Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year ended 31st March, 2010 and the
Profit for the year ended 31st March, 2010.
c. Proper and sufficient care has been taken 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.
d. The Annual Accounts have been prepared on a going concern basis.
11. APPOINTMENT OF AUDITORS
M/s. D.N. Shukla & Co., the Auditors of the Company will retire in the
forthcoming Annual General Meeting and are eligible for reappointment.
The members are requested to appoint the Auditors and fix their
remuneration.
12. COMPLIANCE CERTIFICATE
As required under Section 383A of the Companies Act, 1956 and rules
framed thereunder the Company has obtained the Compliance Certificate
from the whole time Company Secretary in practice and the same is
attached to this report and forms part of this report.
13. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Your Directors are happy to report that the Company has maintained very
cordial relations with its employees. The Company has recently signed
new wage settlement for a period of 3 years in a mutually understanding
atmosphere. This will bring about improvement in productivity wherever
agreed. The Management is committed to nurturing human relations at all
levels of its human resource talent.
14. ACKNOWLEDGEMENT
Your Directors place on record their appreciation of the continuous
support received from the Companys bankers, customers and suppliers.
For and on behalf of the Board
Place: Mumbai L. M. Bijlani J. C. Bhatia
Date: 30th July, 2010 Director Managing Director