Mar 31, 2015
To the Members,
The Directors have pleasure in presenting their Thirty-First Annual
Report together with the Audited Financial Statement of the Company for
the financial year ended 31st March, 2015.
FINANCIAL SUMMARY OR HIGHLIGHTS
(Rs. in Lacs)
PARTICULARS 31.03.2015 31.03.2014
Gross Sales 4567.84 4109.86
Less: Excise Duty 180.72 177.78
Net Sales 4387.12 3932.08
Gross Loss for the year under review 351.33 95.85
Less: Depreciation for the year 52.22 62.91
Loss for the year before tax 403.55 158.76
Add: Deferred Tax Assets 58.24 71.08
Loss after Tax 345.31 87.68
Less: Balance brought forward from earlier years 450.33 538.01
Balance Carried to Balance Sheet 105.02 450.33
GENERAL DESCRIPTION
Your Company is in the highly creative Decorated Tile and Decal
manufacturing. The concept has a tough competition with digital
technology and copy from un-organised sector. But with our strong
creative team base and expertise we expect to retain the growth.
OPERATION
Sale of Transfer Division during the year was near to flat with a
slight growth of 0.70% i.e. Rs. 1006.72 Lac (net of excise) from Rs.
999.71 Lac (net of excise) in the previous year.
Sale of Decorated Tiles Division during the year increased to Rs.
3525.60 Lac from Rs. 3158.79 Lac in the previous year reflecting a
growth of 11.61%.
MARKET AND FUTURE PROSPECTS
Ceramic Transfer Sheets (Decals)
Captive plant by buyers kept affecting our business prospects but
simultaneously with the entry of few buyers in high end segment the
requirement of Quality Decals is remain in the market where our Design
Supremacy is established.
Your Company is responding to these challenges by adding new customer
and increasing share of Decal consumption of each buyer and also
increasing our reach to small buyers.
Decorated Tiles
The proliferation of Digital Printing on Tiles competed against our
Designers Tiles and other medium like Glass, Resin, Steel, Aluminium
and Sand Blasting also affected the business. The prevalent copying of
our product by local suppliers affected our business badly.
Trading
With the launch of big Wall Tile range a growth in Trading Vertical was
achieved and the same is expected to continue in coming financial year
also. Because of KERASPANA brand tiles the addition of new Independent
dealers is taking place and our network is growing which will help in
improving the sales of our manufacturing verticals also.
The allied activity in Trading Vertical also continued successfully.
DIVIDEND
In view of losses for the year, your Directors do not recommend any
dividend on equity shares for the year under review.
INVESTOR EDUCATION & PROTECTION FUND (IEPF)
The Company is required to transfer dividends which have remained
unpaid/ unclaimed for a period of seven years to the IEPF established
by the Central Government. Accordingly, the amount of unpaid/ unclaimed
dividend for the financial year ended 31st March, 2008 is due for
transfer to IEPF on or after 26th September, 2015.
PUBLIC DEPOSIT
Your Company has not accepted any fixed deposits within the meaning of
Section 73 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
AUDITORS
Statutory Auditor
M/s. A. K. Maheshwari & Associates, Chartered Accountants, Statutory
Auditors of the Company, having Firm Registration No. 500106N, were
appointed as Statutory Auditors for a term of 4 (four) consecutive
years at the 30th Annual General Meeting (AGM) held on 16th September,
2014, to hold office till the conclusion of the 34th AGM of the
Company, subject to ratification of their appointment at every AGM, in
terms of the first proviso to Section 139 of the Companies Act, 2013,
read with Rule 3(7) of Companies (Audit and Auditors) Rules, 2014.
In this regard the Company has received a letter from the Auditors
conforming that they are eligible for appointment as Auditors of the
Company under Section 139 of the Companies Act, 2013 and meet the
criteria for appointment specified under Section 141 of the said Act.
Based on the recommendations by the Audit Committee, the Board of
Directors recommend the ratification of appointment of M/s. A. K.
Maheshwari & Associates, Chartered Accountants, Statutory Auditors of
the Company by the Shareholders at the ensuing AGM.
All the items on which, comments have been made by the Auditors in
their report to the Members are self-explanatory, as explained by way
of notes to the accounts and does not contain any qualification,
reservation or adverse remark, therefore needs no further explanation
by the Board in terms of Section 134(3)(f)(i) of the Companies Act,
2013.
Secretarial Auditor
Your Board, during the year, appointed M/s. Drolia & Company,
Practicing Company Secretaries, having Certificate of Practice No. 1362
as Secretarial Auditors on such remuneration as may be determined by
the Board, for the financial year ended 31st March, 2015, to undertake
the Secretarial Audit of the Company, pursuant to the provisions of
Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the financial year 2014-15, in terms
of Section 204(1) of the Companies Act, 2013, submitted by the said
Auditors, forming part of this Report, is marked as 'Annexure A'. The
said Report does not contain any qualification, reservation or adverse
remark, therefore no need for any explanation/s by the Board in terms
of Section 134(3)(f)(ii) of the Companies Act, 2013.
NUMBER OF BOARD MEETINGS
During the year 5 (five) Board Meetings were convened and held. Details
of which are given in the Corporate Governance Report, forming part of
this Report.
RISK MANAGEMENT
The Company has adopted the measures concerning the development and
implementation of a Risk Management Policy in terms of Section
134(3)(n) of the Companies Act, 2013, after identifying the elements of
risks which in the opinion of the Board may threaten the very existence
of the Company itself. The Company has an elaborate Risk Management
process of identification, assessment and prioritisation of risk
followed by coordinated efforts to minimise, monitor and
mitigate/control the probability and/or impact of unfortunate events or
to maximise the realisation of opportunities. The Risk Management
procedure is reviewed by the Audit Committee from time to time, to
ensure that the executive management controls risks through means of a
properly defined framework. Major risks identified are systematically
addressed through mitigating actions on a continuing basis. Some of the
identified risks relate to competitive intensity and cost volatility.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal control systems which
commensurate with the size, scale and complexity of the operations of
the Company.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the financial year
2014-15 were on arm's length basis and were in the ordinary course of
business. Further, there were no materially significant related party
transactions during the year under review made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated
persons which may have potential conflict with the interest of the
Company at large. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Companies Act,
2013 in Form AOC-2, is not required.
Related Party Transactions Policy as approved by the Board has been
uploaded on the Company's website www.schablona.in at the web link:
http://www.schablona.in/vigil/party.pdf
BOARD EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. Clause (p) of
sub-clause 3 of Section 134 of the Companies Act, 2013, states that a
formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and the Directors individually.
Schedule IV to the Companies Act, 2013, states that the performance
evaluation of Independent Directors shall be done by the entire Board
excluding the Directors being evaluated. Performance evaluation was
made by the Board on the various parameters and criteria's governing
performance of the Board and that of its committees and Directors and
the same was taken on record. The criteria's for evaluation of the
performance has been mentioned in the Corporate Governance Report
forming part of this Report, under the Nomination & Remuneration Policy
of the Company.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under sub-section (3) of
Section 92 of the Companies Act, 2013, in Form MGT-9, in terms of
Section 134(3)(a) of the Companies Act, 2013 forms part of this Report
and is marked as 'Annexure B'.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is annexed hereto and forms part of
this report and marked as 'Annexure C'.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence as stipulated under Section 149(6)
of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointments
Mr. Satish C. Vishwakarma, was appointed as an Additional Director on
the Board by the Board of Directors of the Company and was thereafter
appointed as Regular Director and also as Key Managerial Personnel i.e.
Whole-time Director, designated as Executive Director on Board w.e.f.
27th May, 2014 at the 30th Annual General Meeting of the Shareholders
of the Company held on 16th September, 2014.
Mr. Satish C. Vishwakarma, Executive Director of the Company retire by
rotation at the ensuing Annual General Meeting of the Company and,
being eligible, offers himself for re-appointment.
Ms. Ritika Mansata, a Commerce Graduate and an Associate Member of the
Institute of Company Secretaries of India, was appointed as Key
Managerial Personnel, designated as Company Secretary, w.e.f. 11th
June, 2014. She was also appointed as the Compliance Officer of the
Company w.e.f. 30th July, 2014. Further, she was appointed as the Chief
Financial Officer (CFO) of the Company and re-designated as Company
Secretary and Chief Financial Officer of the Company w.e.f 31st March,
2015.
Ms. Abha Kabra, was appointed as an Additional Director under Section
161 of the Companies Act, 2013. A notice in writing was received from a
Member along with requisite deposit under Section 160 of the Companies
Act, 2013, proposing candidature of Ms. Abha Kabra for the office of
Regular Director and also as an Independent Director of the Company,
for a term of 5 (five) consecutive years i.e. from the 31st Annual
General Meeting till the conclusion of the 36th Annual General Meeting
of the Company in terms of Section 149(10) of the Companies Act, 2013,
not liable to retire by rotation. Necessary resolution for obtaining
Members approval has been incorporated in the Notice of the 31st Annual
General Meeting of the Company.
Resignations
Mr. Anirudh Kabra, Independent Director of the Company, resigned from
the Directorship of the Company, w.e.f. 21st March, 2015.
The Board placed on record its appreciation for the valued contribution
made by him in the various deliberations, discussions and guidance
during his association with the Company.
NOMINATION AND REMUNERATION POLICY
The Company's Policy on Director's appointment and remuneration
including criteria's for determining qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 and Clause 49
of the Listing Agreement is stated in the Corporate Governance Report,
forming part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) of the Companies Act, 2013, the Board
of Directors of the Company hereby state and confirm that:- (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;
(e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(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.
AUDIT COMMITTEE AND VIGIL MECHANISM
In compliance with the requirements of Section 177(8) of the Companies
Act, 2013, the Audit Committee comprises of Mr. R.K. Borar as the
Chairman of the Committee with Mr. N. Goenka and Ms. Abha Kabra as
other Members of the Committee. More details on the Committee have been
provided in the Corporate Governance Report, forming part of this
Report. All recommendations made by the Audit Committee were accepted
by the Board.
The Company has established a vigil mechanism and overseas through the
Audit Committee, the genuine concerns expressed by the employees and
other Directors. The Company has also provided adequate safeguards
against victimization of employees and Directors who express their
concerns and in certain cases have also provided direct access to the
Chairman of the Audit Committee for reporting issues. The Whistle
Blower Policy (Vigil Mechanism) is put on the website of the Company.
More details about the Whistle Blower Policy have been provided in the
Corporate Governance Report, forming part of this Report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
A report on Corporate Governance along with Management Discussion and
Analysis Report in terms of Clause 49 of the Listing Agreement is
annexed hereto and forms an integral part of this Report.
PARTICULARS OF EMPLOYEES
Information required as per Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed hereto as 'Annexure D',
forming part of this Report.
During the year under review, there were no managerial
personnel/employee whose information required to be provided under Rule
5, sub-rule 2 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
OTHER DISCLOSURES
I. No loans, guarantees and investments under Section 186 of the
Companies Act, 2013 were made by the Company during the year under
review, hence disclosure in terms of Section 134(3)(g) of the Companies
Act, 2013 does not arise.
II. No issue of equity shares were made during the year under review
with respect to differential rights, Employee Stock Options, Sweat
Equity shares, Buy-back of shares and Bonus Issue under Companies
(Share Capital and Debentures) Rules, 2014.
III. No Corporate Social Responsibility (CSR) initiatives have been
undertaken by the Company, as Section 135 of the Companies Act, 2013 on
CSR is not applicable.
IV. Business Responsibility Report as per Clause 55 of the Listing
Agreement with the Stock Exchange, describing the initiatives taken by
Company from an environmental, social and governance perspective is not
applicable to the Company, as per SEBI Circular CIR/CFD/DIL/8/2012
dated 13 August, 2012.
V. There were no significant material orders passed by the Regulators
/ Courts during the financial year 2014-15 which would impact the going
concern status of the Company and its future operations.
VI. There were no significant material changes and commitments in
terms of Section 134(3)(l) of the Companies Act, 2013, affecting the
financial position of the Company.
ACKNOWLEDGEMENT
Your Directors acknowledge with sincere gratitude the co-operation and
assistance extended by the Central and State Governments, Financial
Institutions, Banks, Customers, Dealers, Vendors and Employees of the
Company.
For and on behalf of the Board
Place : New Delhi N. Goenka
Date : 18th May, 2015 Chairman
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting their Thirtieth Annual
Report together with the Audited Accounts of the Company for the
financial year ended 31st March, 2014.
(Rs. in Lacs)
ACCOUNTS 31.03.2014 31.03.2013
Gross Sales 4109.86 3967.00
Less: Excise Duty 177.78 176.10
Net Sales 3932.08 3790.90
Gross Loss for the year under review 95.85 62.30
Less: Depreciation for the year 62.91 63.70
Loss for the year before tax 158.76 126.00
Add: Deferred Tax Assets 71.08 39.68
Loss after Tax 87.68 86.32
Less: Balance brought forward from 538.01 624.33
earlier years
Balance Carried to Balance Sheet 450.33 538.01
DIVIDEND
In view of losses for the year, your Directors do not recommend
dividend on equity shares for the year under review.
GENERAL DESCRIPTION
The magic of digitally printed highlighters has started waning and
market of third fire tiles has started coming back due to the
limitations of printing in online highlighters. Your company
experienced the effect in the last quarter. Effect of reversal trend
will continue in coming time with the emergence of big sizes values
added highlighters which are being accepted in the market. We are
equipped to meet the requirement of the market and better results in
this financial year is expected.
OPERATION
Transfer division recorded a growth in revenue by 14.70% i.e. from Rs.
871.58 lacs to Rs. 999.71 lacs.
Decorated Tile division has registered a slight growth of 3.92% i.e.
from Rs. 3022.12 lacs to Rs. 3140.58 lacs. Effect of our new range of
products which are being launched regularly and the synergy with the
trends these products will continue to bring increased revenues and
profits to the Company. Disruptive technological changes which were
giving unfavorable trends against third fire has started reversing.
MARKET AND FUTURE PROSPECTS
Ceramic Transfer Sheets (Decals)
With a renewed focus on creativity and innovations in designs the
Company maintained the growth this year also and will continue this
year as well.
Still Ceramic transfer business is facing challenges owing to direct
printing on cylindrical ware by glassware manufacturers and captive
plant installation by some of bigger customer. By focusing on our
expertise in precious metal (gold, platinum etc.) transfer
manufacturing and our design supremacy your Company will be able to
sustain to increase the business in near future.
Decorated Tiles
As expected the market started shifting back in favor of third fire
decorated tiles and other value added segment for which we are better
equipped. Effect of measures undertaken by your Company last year will
reflect this year and in times to come also. Particular segment of the
market is getting out of the digitally printed highlighters and murals
which is also a favorable indication for decorative tiles business.
This vertical is expected to show a healthy growth during current
financial year onwards.
Trading
With the positive response market has given, Keraspana is establishing
its brand value and growing at a healthy pace.
Schablona Lounge concept is taking a better shape and more such lounges
will come this year also at prominent cities and towns. Addition of
Specific sizes which are getting good response will continue in this
portfolio. These sizes are not easily available in the market and a gap
is always there. The allied activities in Trading Vertical like
Pencils, Resin borders, mosaics, sand blasting, sandwiched glass
highlighters, toughened glass highlighters also continued successfully.
PUBLIC DEPOSIT
Your Company has not accepted any fixed deposits within the meaning of
Section 58A of the Companies Act, 1956.
AUDITORS'' REPORT
All the items on which, comments have been made by the Auditors in
their report to the Members are self explanatory, as explained by way
of notes to the accounts and therefore needs no further explanation by
the Board.
DIRECTORS
Mr. N. Goenka, Director of the Company retire by rotation at the
ensuing Annual General Meeting of the Company and, being eligible,
offers himself for re-appointment.
Mr. Anirudh Kabra and Mr. R. K. Borar, Independent Directors of the
Company, liable to retire by rotation as per Companies Act, 1956, to be
appointed as Independent Directors of the Company, for a term of 5
(five) consecutive years i.e. from 30th Annual General Meeting till the
conclusion of 35th Annual General Meeting of the Company, in pursuant
to Section 149(10) of the Companies Act, 2013, in respect of which
notices has been received in writing from the Members under Section 160
of Companies Act, 2013, proposing candidature of Mr. Anirudh Kabra and
Mr. R. K. Borar for the office of Independent Directors of the Company,
not liable to retire by rotation.
Mr. G. L. Sultania and Mr. A. K. Beejawat, resigned from the Board
w.e.f. 9th January, 2014 and 7th April, 2014 respectively. The Board
placed on record its appreciation for the valued contribution made by
them, in the various deliberations, discussions and guidance during
their association with the Company.
AUDITORS
M/s. A. K. Maheshwari & Associates, Chartered Accountants, Statutory
Auditors of the Company, retire at the ensuing Annual General Meeting
and offer themselves for re-appointment and submitted requisite
certificate pursuant to Section 139 of the Companies Act, 2013.
CORPORATE GOVERNANCE
A report on Corporate Governance along with Management Discussion and
Analysis in terms of the Listing Agreement is annexed hereto and forms
an integral part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, a statement showing particulars of Conservation
of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo is annexed hereto and forms part of this report.
PARTICULARS OF EMPLOYEES
Information as required under Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975 in
respect of Company''s employees is not being given as there is no
employee covered under the prescribed limits there under during the
year under review.
SECRETARIAL COMPLIANCE CERTIFICATE
Your Directors are pleased to annex the Secretarial Compliance
Certificate for the year 2013-14, forming part of Directors'' Report,
pursuant to the provisions of Section 383A of the Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with the proper
explanation relating to material departures, if any ;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of the
affairs of the Company at the end of the financial year on 31st March,
2014 and of the loss of the Company for that period ;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities ;
(iv) the Directors had prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors acknowledge with sincere gratitude the co-operation and
assistance extended by the Central and State Governments, Financial
Institutions, Banks, Customers, Dealers, Vendors and Employees of the
Company.
For and on behalf of the Board
Place : Noida N. Goenka
Date: 27th May, 2014 Chairman
Mar 31, 2013
To the Members,
The Directors have pleasure in presenting their Twenty-Ninth Annual
Report together with the Audited Accounts of the Company for the
financial year ended 31st March, 2013.
(Rs. in Lacs)
ACCOUNTS 31.03.2013 31.03.2012
Gross Sales 3967.00 4591.50
Less: Excise Duty 176.10 201.11
Net Sales 3790.90 4390.39
Gross Profit/(Loss) for the
year under review (62.30) 265.77
Less: Depreciation for the year 63.70 68.75
Profit/(Loss) for the year (126.00) 197.02
Less: Provision for Income Tax 65.00
Add : Deferred Tax Assets 39.68 11.38
Less: Income Tax for earlier years 6.32
Profit/(Loss) after Income Tax (86.32) 137.08
Add: Balance brought forward
from earlier years 624.33 541.62
Surplus available for appropriation 538.01 678.70
Appropriations
Proposed Dividend on Equity Shares 25.27
Tax on Proposed Dividend 4.10
Transferred to General Reserve 25.00
Balance Carried to Balance Sheet 538.01 624.33
Total 538.01 678.70
DIVIDEND
In view of losses for the year, your Directors do not recommend
dividend on equity shares for the year under review.
GENERAL DESCRIPTION
Your Company has been through tough time due to disruptive
technological changes in decorative tiles Industry enabling mainstream
tiles giants to manufacture decorative tiles themselves. Thankfully a
reversal in the trends is in sight, the market is slowly coming back to
third fired tiles, the magic of Digitally printed highlighters is
waning, the limitations of four color printing is becoming obvious and
visible. On an optimistic note it can be said that the worst is over,
and the second half of the current financial year is expected to
deliver better results.
OPERATION
Transfer division recorded a growth in revenue by 15.25% i.e., from Rs.
756.28 lacs to Rs. 871.58 lacs.
Decorated Tile division has registered a de-growth to an extent of
18.95%, driven primarily by the disruptive technological changes
forcing unfavorable trends against third fired decorated tiles. The
Company has braced itself with a new range of products which are being
launched every month and it is expected that in synergy with the trends
these products will continue to bring increased revenues and profits to
the Company.
MARKET AND FUTURE PROSPECTS
Ceramic Transfer Sheets (Decals)
Ceramic transfer business faced challenges owing to direct printing on
cylindrical ware by glassware manufacturers. By adding new customers
and reaching out to small buyers through distributors and agents the
Company could achieve a healthy growth. Your Company was able to
maintain its hold on the premium segment of transfers market through
its Gold and Platinum based specialized decals.
With a renewed focus on creativity and innovations in designs the
Company is confident of maintaining the growth this year as well.
Decorated Tiles
The market trend towards digitally printed highlighters, motifs and
murals dominated the tile market leaving little scope for the third
fire decoration units, yet the measures undertaken by your Company have
enabled it to stay in the game, fortunately as was expected the market
is shifting back in favor of third fired decorated tiles.
This vertical is expected to show a healthy growth during current
financial year onwards.
Trading
Keraspana is growing at a healthy pace and getting established as a
brand in its own right.
For a proper presentation of the brand and facilitating display and
sales the Company has started work on Schablona lounges at prominent
cities and towns all over India. These lounges will exclusively deal in
Schablona products and Company hopes to establish Keraspana as a
premium brand of Tiles. The allied activities in Trading Vertical like
Pencils, Resin borders, mosaics, sand blasting, sandwiched glass
highlighters, toughened glass highlighters also continued successful.
PUBLIC DEPOSIT
Your Company has not accepted any fixed deposits within the meaning of
Section 58A of the Companies Act, 1956.
AUDITORS'' REPORT
All the items on which, comments have been made by the Auditors in
their report to the Members are self explanatory, as explained by way
of notes to the accounts and therefore needs no further explanation by
the Board.
DIRECTORS
Mr. R. K. Borar and Mr. G. L. Sultania, Directors of the Company retire
by rotation at the ensuing Annual General Meeting of the Company and,
being eligible, offer themselves for re-appointment.
AUDITORS
M/s. A. K. Maheshwari & Associates, Chartered Accountants, Statutory
Auditors of the Company, retire at the ensuing Annual General Meeting
and offer themselves for re-appointment and submitted requisite
certificate pursuant to Section 224(1B) of the Companies Act, 1956.
CORPORATE GOVERNANCE
A report on Corporate Governance along with Management Discussion and
Analysis in terms of the Listing Agreement is annexed hereto and forms
an integral part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, a statement showing particulars of Conservation
of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo is annexed hereto and forms part of this report.
PARTICULARS OF EMPLOYEES
Information as required under Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975 in
respect of Company''s employees is not being given as there is no
employee covered under the prescribed limits there under during the
year under review.
SECRETARIAL COMPLIANCE CERTIFICATE
Your Directors are pleased to annex the Secretarial Compliance
Certificate for the year 2012-13, forming part of Directors'' Report,
pursuant to the provisions of Section 383A of the Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with the proper
explanation relating to material departures, if any ;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of the
affairs of the Company at the end of the financial year on 31st March,
2013 and of the loss of the Company for that period ;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities ;
(iv) the Directors had prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors acknowledge with sincere gratitude the co-operation and
assistance extended by the Central and State Governments, Financial
Institutions, Banks, Customers, Dealers, Vendors and Employees of the
Company.
For and on behalf of the Board
Place : Noida G. L. Sultania
Date : the 29th May, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting their Twenty Eighth Annual
Report together with the Audited Accounts of the Company for the
financial year ended 31st March, 2012.
ACCOUNTS 31.03.2012 31.03.2011
(Rs. in Lacs) (Rs. in Lacs)
Gross Sales 4591.50 4170.43
Less: Excise Duty 201.11 103.46
Net Sales 4390.39 4066.97
Gross Profit for the year under
review 265.77 316.44
Less: Depreciation for the year 68.75 64.39
Profit for the year 197.02 252.05
Less: Provision for Income Tax 65.00 72.00
Add/Less: Deferred Tax Assets/
Liability (11.38) 7.07
Less: Income Tax for earlier years 6.32 1.30
137.08 171.68
Add: Balance brought forward from
earlier years 541.62 417.87
Surplus available for appropriation 678.70 589.55
Appropriations
Proposed Dividend on Equity Shares 25.27 25.27
Tax on Proposed Dividend 4.10 4.21
Transferred to General Reserve 25.00 18.45
Balance Carried to Balance Sheet 624.33 541.62
Total 678.70 589.55
DIVIDEND
Your Directors are pleased to recommend a dividend of Re. 0.80 per
share on paid-up equity share of Rs. 4/- each of the Company for the
year under review.
GENERAL DESCRIPTION
Your Company is in a highly creative fashion oriented decorated tiles
and decal manufacturing. The changing trends and emergence of inkjet
digital printing technology and easy plagiarisation of designs by the
un-organised sector have taken a heavy toll on the company's growth and
profitability. However, with our strong creative team base and
expertise, we are confident, we will effectively meet all challenges
and shall be able to retain our leadership position in the trade.
OPERATION
Sales of 'Decorated Tiles Division' grew by 11.82% from Rs. 3334.40
lacs to Rs. 3728.53 lacs but sales of "Transfer division" have
registered a de growth of 9.83% owing to deployment of new technology
based direct printing on cylindrical wares by one of our large clients,
as also installation of an in house transfer making plant by yet
another large client. Although a large number of small customers have
been added, yet the slide of sales from Rs. 838.69 lacs to Rs. 756.28
lacs could not be prevented.
In view of growing demand of glass highlighters we have started in
house manufacturing of same which will help us in eliminating the
quality and availability issues which have been major concerns in the
recent past.
We look forward to substantial improvement in the operations in the
years to come.
MARKET AND FUTURE PROSPECTS
Ceramic Transfer Sheets (Decals)
Recent technological changes have struck at the very root of the
ceramic transfers Industry and have made a severe impact on Company's
revenue. Direct printing on Cylindrical Ware and captive plants by
major buyers have adversely affected our business prospects but our
unique expertise in gold and platinum based transfers manufacturing and
our design supremacy is forcing some of them to come back to us for the
requirement of specialised decals. We hope to increase business with
them substantially in the near future.
Your Company is responding to the challenges by adding new customers
and increasing share of decal consumption of existing buyers and also
reaching out to small buyers through innovative logistics measures.
Decorated Tiles
Some fast raced sweeping changes have taken place in the trends and
fashions concerning the way tiles are used in bathrooms. The deployment
of digital printing machines by tile manufacturers has impacted the
demand for third fired motifs and highlighters as these are being
produced online now.
Your Company is taking urgent measures to retain it's hold and presence
in the market through outsourcing of digital tiles as well as other
ranges so as to keep its engagement with its customers alive and also
place some innovative and unique concepts in the market. It has been
observed that the fashion trends regarding usage of borders, motifs,
and highlighters etc. have been cyclical in nature and it would not be
long before the trend returns in favour of third fired products again.
Trading
With the launch of Full range of Wall Tiles under Keraspana brand a
respectable growth has been registered in the year 2011-12 in the
Trading vertical. With the positive response that market has given to
this range, it is evident that the coming financial year should also be
very good.
Launch of Keraspana has helped your Company expand it's dealer network
outside of the present domain which will not only bring in more sales
for the Trading vertical but will also help in improving the sales of
manufacturing vertical as well.
The allied activities in Trading Vertical like Pencils, Resin borders,
mosaics, sand blasting, sandwiched glass highlighters, toughened glass
highlighters also continued successfully.
PUBLIC DEPOSIT
Your Company has not accepted any fixed deposits within the meaning of
Section 58A of the Companies Act, 1956.
AUDITORS' REPORT
All the items on which, comments have been made by the Auditors in
their report to the Members are self explanatory, as explained by way
of notes to the accounts and therefore needs no further explanation by
the Board.
DIRECTORS
Mr. Anirudha Kabra and Mr. A. K. Beejawat, Directors of the Company
retire by rotation at the ensuing Annual General Meeting of the Company
and, being eligible, offer themselves for re-appointment.
AUDITORS
M/s. A. K. Maheshwari & Associates, Chartered Accountants, Statutory
Auditors of the Company, retire at the ensuing Annual General Meeting
and offer themselves for re-appointment and submitted requisite
certificate pursuant to Section 224(1B) of the Companies Act, 1956.
CORPORATE GOVERNANCE
A report on Corporate Governance along with Management Discussion and
Analysis in terms of the Listing Agreement is annexed hereto and forms
an integral part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, a statement showing particulars of Conservation
of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo is annexed hereto and forms part of this report.
PARTICULARS OF EMPLOYEES
Information as required under Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975 in
respect of Company's employees is not being given as there is no
employee covered under the prescribed limits there under during the
year under review.
SECRETARIAL COMPLIANCE CERTIFICATE
Your Directors are pleased to annex the Secretarial Compliance
Certificate for the year 2011-12, forming part of Directors' Report,
pursuant to the provisions of Section 383A of the Companies Act, 1956.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with the proper
explanation relating to material departures, if any ;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of the
affairs of the Company at the end of the financial year on 31st March,
2012 and of the profit of the Company for that period ;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities ;
(iv) the Directors had prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors acknowledge with sincere gratitude the cooperation and
assistance extended by the Central and State Governments, Financial
Institutions, Banks, Customers, Dealers, Vendors and Employees.
For and on behalf of the Board
G. L. Sultania
Chairman
Place : Noida
Date : the 26th May, 2012
Mar 31, 2010
The Directors have pleasure in presenting their Twenty Sixth Annual
Report together with the Audited Accounts of the Company for the
financial year ended 31st March, 2010.
ACCOUNTS 31.03.2010 31.03.2009
Rs./(000) Rs./(000)
Gross Sales 355871 291907
Less: Excise Duty 6616 6438
Net Sales 349255 285469
Gross Profit for the year under review 19880 22178
Less: Depreciation for the year 5183 4330
Profit for the year 14697 17848
Less: Provision for Income Tax (Net of
MAT Credit) 4500 3075
Less: Provision for Fringe Benefit Tax - 923
Less: Deferred Tax Liability 352 882
9845 12968
Add: Balance brought forward from earlier
years 35652 26302
Surplus available for appropriation 45497 39270
Appropriations
Proposed Dividend on Equity Shares 1896 1896
Tax on Proposed Dividend 315 322
General Reserve 1500 1400
Balance Carried to Balance Sheet 41786 35652
45497 39270
DIVIDEND
Your Directors are pleased to recommend a dividend @ 15 % i.e. Re. 0.60
(previous year Re. 0.60) per share on paid-up equity share capital of
the Company for the year under review.
GENERAL DESCRIPTION
Your Company is in the highly creative fashion Industry of Decorative
Tiles, Crockery, Glass etc. Although the concept is relatively new in
India, our decorative products have been very well accepted and
appreciated throughout the country.
OPERATION
Sale of Transfer Division during the year increased to Rs. 789.09 lac
(net of excise) from Rs. 562.54 lac (net of excise) in the previous
year, registering a growth of 40.27%. Likewise the sale of Decorated
Tiles Division increased to Rs. 2777.43 lac from Rs. 2349.31 lacs in
the previous year, a growth of 18.22%.
Further to increase the capacity of Transfer/Decals, a fully automatic
Printing machine has been ordered for Unit - 1, Kassar with an annual
production capacity of 7.2 lac sheets at a capital cost of Rs. 85 lac
(approx).
To cater to the demand of larger format tiles in the Southern and
Western Regions, suitable printing machinery is being installed at Unit
- 2, Kadi at a capital cost of Rs. 20 lac (approx).
The growing demand of Polishing and Sand Blasted designer tiles, is
presently being met by outsourcing, and machinery is being planned for
in-house production in the current year.
MARKET AND FUTURE PROSPECTS
Ceramic Transfer Sheets
Cutsomized designs and servicing sustained the continuous movement of
decals through-out the year. And because of our proven capabilities of
designing, quality and servicing, your Company expects to maintain
growth in sales of ceramic transfers in the coming years.
The tableware industry is highly dependent on innovative customized
designs and therefore in line with the expected growth of the market,
it will be necessary to strengthen the designing department to increase
the market share. Suitable actions are being taken in this direction.
Decorated Tiles
The tile industry has grown at an average of 15% CAGR for the past 5
years. Preference towards larger format tiles is increasing
continuously. Your Companys Decorated Tile Division is adequately
equipped to cater to this growing demand.
Trading
With the rising trend of premium brand tiles and better decoration your
Companys brand ÃKERASPANAÃ has been well received in the market and we
are expecting a major growth in this segment.
Your Company started supply of innovative Glass Highlighters for the
first time in India successfully and expecting a bigger market in
coming years.
PUBLIC DEPOSIT
Your Company has not accepted fixed deposits and as such no amount of
principal and interest was outstanding as on the date of balance sheet.
AUDITORS REPORT
All the items on which, comments have been made by the auditors in
their report to the shareholders are self explanatory, as explained by
way of notes to the accounts.
DIRECTORS
Mr. Rakesh Kumar Borar, Director of the Company retires by rotation
and, being eligible, offers himself for re-appointment.
AUDITORS
M/s. A. K. Maheshwari & Associates, Chartered Accountants, Statutory
Auditors of the Company, retire at the forthcoming Annual General
Meeting and offer themselves for re-appointment subject to the approval
of Members at the ensuing Annual General Meeting.
CORPORATE GOVERNANCE
A report on Corporate Governance along with Management Discussion &
Analysis in terms of the Listing Agreement is annexed hereto and forms
an integral part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, a statement showing particulars of Conservation
of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo is annexed hereto and forms part of this report.
PARTICULARS OF EMPLOYEES
Information as required under Section 217(2A) of the Companies Act,
1956, read with Particulars of Employees Rules, 1975 in respect of
Companys employees is not being given since no employee is covered
under the clause.
SECRETARIAL COMPLIANCE CERTIFICATE
Your Directors are pleased to enclose the Secretarial Compliance
Certificate for the year 2009-10, as part of this Directors Report,
pursuant to the provisions of Section 383A of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that :
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with the proper
explanation relating to material departures ;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of the
affairs of the Company at the end of the financial year on 31st March,
2010 and of the profit of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities ;
(iv) the Directors had prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors acknowledge with sincere gratitude the cooperation and
assistance extended by the Central Government, State Governments,
Financial Institutions, Banks, Customers, Dealers, Vendors and
Employees.
For and on behalf of the Board
New Delhi G. L. Sultania
Dated, the 24th May, 2010 (Chairman)