Mar 31, 2018
TO THE MEMBERS
The Directors are pleased to present their 43rd Annual Report together with the Audited Accounts for the Financial Year ended 31st March, 2018.
FINANCIAL RESULTS :
Yearended 31st March, 2018 (Rs. in Crores) |
Year ended 31st March, 2017 (Rs. in Crores) |
|
Net Revenue from Operations |
113.71 |
92.99 |
Other Income |
0.93 |
0.99 |
Total Revenue |
114.64 |
93.98 |
Profit before Depreciation, Finance Charges and |
Tax 5.99 |
4.16 |
Finance Costs |
0.13 |
0.02 |
Depreciation & Amortization Expense |
0.90 |
0.75 |
Profit Before Tax |
4.96 |
3.39 |
Tax Provision |
||
- Current |
1.46 |
1.12 |
- Deferred |
0.09 |
(0.03) |
Profit After Tax |
3.41 |
2.30 |
Other Comprehensive Income |
0.11 |
(0.02) |
Total Comprehensive Income |
3.52 |
2.28 |
Surplus - Opening Balance after adjustment for carrying value of assets |
7.78 |
7.01 |
Surplus available for appropriation |
11.30 |
9.29 |
Appropriations: |
||
Proposed Dividend |
0.96 |
0.84 |
Tax on Dividend |
0.20 |
0.17 |
Transfer to General Reserve |
- |
0.50 |
Surplus - Closing Balance |
10.14 |
7.78 |
REVIEW OF OPERATIONS
Our company is dependent on auto and agriculture sector which in turn is influenced by various factors like economic growth, monsoon, etc. impacting the purchasing power of the buyers of the automobiles. Demand is derived from original equipment manufacturers (OEM) as well as the replacement market. The agricultural implement segment too is predominantly dependent on monsoon among other factors
In line with industry growth, our company also posted a growth of 7% in seat mechanisms, 12% in tractor & LCV Seats and 103% in agriculture implements segment in FY 2017-18 as compared to FY 2016-17.
In the above backdrop, total net operating revenue for the financial year 2017-18 increased to Rs. 113.71 crores against the previous yearâs revenue of Rs. 92.99 crores. Profit before tax for the year has increased to Rs. 4.96 crores against previous year PBT of Rs. 3.39 crores, which is primarily on account of various cost saving initiatives taken by the management. Profit after tax for the year was Rs. 3.52 crores (previous year - Rs.2.28 crores) which gives an Earning per Share (EPS) of Rs. 14.66 (previous year - Rs. 9.51).
During the year under review, your Company has set up of new seat frame manufacturing facilities at Dharwad, Karnataka to serve its customers in the West and South Region. The plant started its operations on 24th January, 2018. Initially it will manufacture seat frames using robots and eventually manufacturing of seats & other products will also start.
DIVIDEND
Your Directors have recommended a dividend of Rs.4.50 per Equity Share of face value of Rs.10.00 each for the financial year 2017-18, against Rs 4.00 per Equity Share of face value of Rs. 10.00 each declared and paid in the previous year. The dividend would be payable to those Members whose names shall appear in the Register of Members as on Book Closure date. The dividend including dividend distribution tax, surcharge and education cess would absorb a sum of Rs. 1.30 crores (previous year - Rs. 1.15 crores). Further, the Board of your Company has decided not to transfer any amount to the General Reserves for the year under review.
FINANCE
The fund position of the Company stayed comfortable throughout the financial year 2017-18. As a result, after meeting routine capital expenditure and working capital requirements to support the operations, net interest income for the year was Rs.0.64 crore against Rs.0.65 crore for the previous year.
CURRENT YEARâS REVIEW
With optimistic forecast of good monsoon, the tractor industry is expected to maintain its growth trends. The automobile industry is also likely to grow with anticipated favorable market conditions. The Companyâs business is expected to move in line with industry trend and Company is also exploring new business opportunities to generate additional revenue.
OFFER FOR SALE BY PROMOTER AND SEBI ORDER ON MPS COMPLIANCE
As members are aware, b4S solutions Private Limited (âb4Sâ or âthe promoterâ) acquired the entire equity stake of 71.19% held by Mahindra & Mahindra Limited (âM&Mâ), one of the then promoters of the Company (âthe Sellerâ), by entering into Share Purchase Agreement with M&M on 16th October 2015. b4S subsequently also acquired the entire equity stake of 2.99% held by the then other promoter, Punjab State Industrial Development Corporation (PSIDC). Thereafter, pursuant to SEBI (SAST) Regulations, 2011, b4S made an open offer to the shareholders of the Company. The entire process completed on 1st February 2016 and b4Sâs total equity holding in the Company stood at 88.28%. To comply with the requirements applicable regulations to restore public shareholding in the Company to a minimum of 25%, the promoter divested 3,18,445 equity shares to the public via Seven (7) offers for sale during the period December 2016 to November 2017 which has brought down the promoterâs shareholding in the Company to 75% as on March 31, 2018. Meanwhile on July 19, 2017 SEBI also passed an interim order to prohibits Company, Directors, and Promoter from buying, selling, or otherwise dealing in securities of the Company, either directly or indirectly, due to non-compliant to Minimum public shareholding (MPS) requirement. After dilution of Shareholding to 75% via OFS as mentioned above, the company achieved Minimum Public Shareholding as on 23rd November, 2017. On February 14, 2018, SEBI passed a final order stating that there is no violation on part of Company/ Promoter considering enough to warrant any other enforcement action against the Company or its Directors. Further, SEBI found this matter to be disposed of without any further enforcement action.
SHARE CAPITAL
The Issued and Paid-up Share Capital of the Company remained unchanged during the year and stood at Rs.2.40 crores at the end of the financial year 2017-18.
There were no instances of issue of shares with differential voting right, buy back of shares or bonus issues of shares during the year.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the Company has not extended any loans, given guarantees or provided securities and made investment pursuant to Section 186 of the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of the Companyâs performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.
INDUSTRIAL RELATIONS
Industrial relations were cordial throughout the year under review.
SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE
Your Company is committed towards excellence in Safety, Occupational Health and Environment. This is also to ensure sustainable business growth. The Company has a well-established Safety, Occupational and Environmental Policy which inter alia ensures safety of employees, plant, equipment and public at large by ensuring compliance with all statutory rules and regulations on regular basis. Your Company also imparts training to its employees as per the predefined training calendar, carries out statutory safety audits of its facilities as per legal requirement and promotes eco-friendly activities. In reiteration of its commitment to improve the well being of the employees, Medical Check-ups, both curative and preventive have been organized regularly, including educating the employees on Industrial Hygiene at the work place. The Companyâs Plant is ISO 14001: 2015 and OHSAS 18001 : 2007 certified.
CORPORATE SOCIAL RESPONSIBILITY
Keeping with the Companyâs core value of Good Corporate Citizenship, your Company is committed to display its social responsibility by taking various initiatives benefiting the society at large. These initiatives include organizing plantation of trees at various locations, awareness campaign on ill effects of tobacco, providing medicines, beds, and sheets to destitute peopleâs home etc.
During the year under review, the Company was not covered under the provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility.
SUSTAINABILITY INITIATIVE
Your Company is conscious of its responsibility towards preservation of natural resources and continuously taking various initiatives to reduce the consumption of electricity and water. During the year energy audit was conducted and initiatives has been planned for energy savings.
DIRECTORS
In terms of Section 152 of the Companies Act, 2013, Mrs. Namrata Jain shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.
All the Independent Directors of the Company have submitted declaration under Section 149(7) of the Companies Act, 2013 that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.
EVALUATION OF THE BOARD
Pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a system has been put in place to carry out performance evaluation of the Board, its Committees and individual Directors. Criteria for performance evaluation are covered in the Corporate Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee (NRC), framed policies on appointment of Directors and Senior Management and their remuneration. The remuneration policy is covered in the Corporate Governance Report.
DIRECTORSâ MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, four meetings of Board and four meetings of the Audit Committee were convened and held. The details are covered in the Corporate Governance report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Independent Directors of the Company meet at least once in every financial year without the presence of Non-Independent Directors, Executive Directors and any other management personnel. The meeting(s) is conducted in an informal manner to enable the Independent Directors to discuss matter pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, assess the quality, quantity and timeliness of flow of information between the Companyâs management and the Board that is necessary for the Board to effectively and reasonably perform their duties. During the year, one meeting of Independent Directors was held.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors in terms of Section 134(5) of the Companies Act, 2013 state that:
a) in the preparation of Annual Accounts, for the financial year 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;
b) in the selection of the accounting policies, consulted the Statutory Auditors and applied them consistently and made judgement and estimates 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;
c) proper and sufficient care has been taken for 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;
e) internal financial controls to be followed by the Company have been laid down, which are adequate and operating effectively;
f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
AUDIT COMMITTEE
The Audit Committee comprises of the following Directors viz. Mr. Jai Bhagwan Kapil (Chairman of the Committee), Mr. Rajiv Sharma and Mr. Jeevan Mahaldar. Except Mr. Jeevan Mahaldar, all the members are Independent Directors. The Company Secretary of the Company is the Secretary of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.
KEY MANAGERIAL PERSONNEL
Mr. Rama Kant Sharma, Managing Director, Mr. Jeevan Mahaldar, Executive Director, Mr. Gagan Kaushik, Company Secretary, and Mr. Jagdish Lal Raheja, Chief Financial Officer are the Key Managerial Personnel (KMP) of the Company as per Companies Act, 2013.
There was no change in KMPs during FY 2017-18.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has laid down adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in their operating effectiveness was observed. Pursuant to the requirement of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is having risk management framework covering identification, evaluation, and control measures to mitigate the identified business risk.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The detail of the policy is explained in the Corporate Governance Report and the policy is also posted on the website of the Company.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year 2017-18 were in the ordinary course of the business and were on armâs length basis. There were no materially significant related party transactions made by the Company which may have a potential conflict of the interest with its Promoters, Directors, Key Managerial Personnel or other persons. All such Related Party Transactions are placed before the Audit Committee for approval, wherever applicable. The policy on materiality of and dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is http://swarajautomotive.com/policies/ . Details of related parties and transactions with them during the year are covered at Note 2.36 of the Annual Accounts.
AUDITORS
M/s Mangla Associates, Chartered Accountants (FRN: 006796C), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting (AGM) subject to ratification of their appointment by the Members at every AGM held after the ensuing AGM.
The Audit Report issued by the Auditors of the Company forms part of the Annual Report and does not contain any qualification, reservation or adverse remark.
COST AUDITORS
Pursuant to Section 148(3) of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors on the recommendation of Audit Committee has appointed M/s Aggarwal Vimal & Associates, Cost Accountants (FRN: 000350), as the Cost Auditors of the Company for the financial year ending on 31st March, 2018. M/s Aggarwal Vimal & Associates have confirmed that their appointment, if approved, will be within the limits of Section 141 (3)(g) of the Companies Act, 2013 and have also certified that they are free from disqualification specified under Section 141(3) of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditors certifying their independence and armâs length relationship with the Company. As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s Aggarwal Vimal & Associates, Cost Accountants is included in the Notice convening the Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s A. Arora & Co., Company Secretaries in practice (CP No. 993) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Promoter, in compliance of SEBI Circular CIR/CFD/CMD/14/2015 dated November 30, 2015 , via offer for sale, sold their 13.28% shareholding as detailed above and meet the MPS criteria 75% as on 31st March 2018.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards,i.e. SS-1 and SS-2, relating to âMeetings of the Board ofDirectorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
The Company has not made any loans/advances, and investment in its own shares, associates, etc. during the year.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure B.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of the above activities stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D. There was no employee who was in receipt of remuneration of not less than Rs. 1,02,00,000 during the year ended 31st March, 2017 or not less than Rs. 8,50,000 per month during any part of the year.
GENERAL
The Managing Director and the Executive Director are not receiving any commission neither from the Company nor from its Holding Company.
The Company has no subsidiary/ Associate / Joint Venture Company in accordance with the provisions of the Companies act, 2013.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events happened on these items during the year under review:
a. issue of equity shares with differential voting rights or sweat equity or stock options.
b. significant or material orders passed by the Regulators / Courts / Tribunal which impact the going concern status of the Company and its future operations.
c. Material changes in commitments affecting the financial position of the company.
d. Changes in the nature of business activities.
e. voting rights which are not directly exercise by the employees in respect of shares for the subscription/ purchase for which loan was given by the Company (as there is no scheme pursuant to which such person can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
f. Fraud reporting by the auditors.
ACKNOWLEDGMENT
Your Directors would like to thank various Government Authorities and Banks for the cooperation extended by them and also take this opportunity to express their deep sense of appreciation to all the stakeholders of the Company for the support provided by them during the year. The Directors also place on record the appreciation to all the employees of the Company for the efforts put in by them.
FOR AND ON BEHALF OF THE BOARD
Place : Ghaziabad J.B. KAPIL
Date : 11th May, 2018 Chairman
Mar 31, 2017
The Directors are pleased to present their 42nd Annual Report together with the Audited Accounts for the Financial Year ended 31st March, 2017.
FINANCIAL RESULTS :
Year ended 31st March, 2017 |
Year ended 31st March, 2016 (Rs. in Crores) |
|
Net Revenue from Operations |
92.99 |
95.64 |
Other Income |
0.99 |
0.84 |
Total Revenue |
93.98 |
96.48 |
Profit before Depreciation, Finance Charges and Tax |
4.16 |
3.88 |
Finance Costs |
0.02 |
0.02 |
Depreciation & Amortization Expense |
0.75 |
0.80 |
Profit for the year |
3.39 |
3.06 |
Prior period adjustments |
(0.04) |
(0.08) |
Profit Before Tax |
3.35 |
2.98 |
Tax Provision |
||
- Current |
1.10 |
1.06 |
- Deferred |
0.02 |
(0.12) |
Profit After Tax |
2.23 |
2.04 |
Surplus - Opening Balance after adjustment for carrying value of assets |
5.58 |
5.05 |
Surplus available for appropriation |
7.80 |
7.09 |
Appropriations: |
||
Proposed Dividend |
- |
0.84 |
Tax on Dividend |
- |
0.17 |
Transfer to General Reserve |
- |
0.50 |
Surplus - Closing Balance |
7.80 |
5.58 |
REVIEW OF OPERATIONS
The auto ancillary sector is heavily dependent on the auto sector which in turn is influenced by various factors like economic growth, monsoon, etc. impacting the purchasing power of the buyers of the automobiles. Demand swings in any of the segments (cars, tractors, commercial vehicles) have an impact on auto ancillary demand. Demand is derived from original equipment manufacturers (OEM) as well as the replacement market. The agri-implement segment too is predominantly dependent on monsoon among other factors.
Despite competitive market conditions and factors like demonetization which affected the economy of the country as well as automobile industry, the Companyâs tractor and commercial vehicle seat segment ha s registered growth of 25% during the year 2016-17. However, there has been a de-growth in car seat mechanisms segment and the agri-implement segment by 15% and 33% respectively during the year.
In the above backdrop, total net operating revenue for the financial year 2016-17 reduced to Rs. 92.99 crores against the previous year''s revenue of Rs. 95.64 crores. However, Profit before tax for the year has increased to Rs. 3.35 crores against previous year PBT of Rs. 2.98 crores, which is primarily on account of various cost saving initiatives taken by the management. Profit after tax for the year was Rs. 2.23 crores (previous year - Rs.2.04 crores) which gives an Earnings per Share (EPS) of Rs. 9.31 (previous year - Rs. 8.48).
During the year under review, your Company has launched Tractor tailor and building up its own dealer network for sale. The Board of Directors has also approved in its meeting held on 12th May, 2017, setting up of new seat frame manufacturing facilities at Dharwad, Karnataka to serve its clients in the West and South Region. The plant will start its operations in the last quarter of 2017-18. Initially it will manufacture seat frames only and eventually seats & other products manufacturing will also start at this plant.
DIVIDEND
Your Directors have recommended a dividend of Rs.4.00 per Equity Share of face value of Rs.10.00 each for the financial year 2016-17, against Rs 3.50 per Equity Share of face value of Rs. 10.00 each declared and paid in the previous year. The dividend would be payable to those Members whose names shall appear in the Register of Members as on Book Closure date. The dividend including dividend distribution tax, surcharge and education cess would absorb a sum of Rs. 1.15 crores (previous year - Rs. 1.01 crores). Further, the Board of your Company has decided not to transfer any amount to the General Reserves for the year under review.
FINANCE
The fund position of the Company stayed comfortable throughout the financial year 2016-17. As a result, after meeting routine capital expenditure and working capital requirements to support the operations, net interest income for the year was Rs.0.65 crore against Rs.0.59 crore for the previous year.
CURRENT YEAR''S REVIEW
With optimistic forecast of good monsoon the tractor industry is expected to maintain its growth trends. The automobile industry is also likely to grow with anticipated favourable market conditions. The Company''s business is expected to move in line with industry trend and Company is also exploring new business opportunities to generate additional revenue.
OFFER FOR SALE BY PROMOTER
As members are aware, b4S solutions Private Limited ("b4S" or "the promoter") acquired the entire equity stake of 71.19% held by Mahindra & Mahindra Limited ("M&M"), one of the then promoters of the Company ("the Seller"), by entering into Share Purchase Agreement with M&M on 16th October 2015. b4S subsequently also acquired the entire equity stake of 2.99% held by the then other promoter, Punjab State Industrial Development Corporation (PSIDC). Thereafter, pursuant to SEBI (SAST) Regulations, 2011, b4S made an open offer to the shareholders of the Company. The entire process completed on 1st February 2016 and b4S''s total equity holding in the Company stood at 88.28%. To comply with the requirements applicable regulations to restore public shareholding in the Company to a minimum of 25%, the promoter divested 158,359 equity shares to the public via three offers for sale during the period December 2016 and January 2017 which has brought down the promoter''s shareholding in the Company to 81.68% as on March 31, 2017. The promoter propose to meet its obligation to divest the remaining 6.68% of its shareholding in near future.
SHARE CAPITAL
The Issued and Paid-up Share Capital of the Company remained unchanged during the year and stood at Rs.2.40 crores at the end of the financial year 2016-17.
There were no instances of issue of shares with differential voting right, buy back of shares or bonus issues of shares during the year.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the Company has not extended any loans, given guarantees or provided securities and made investment pursuant to Section 186 of the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.
INDUSTRIAL RELATIONS
Industrial relations were cordial throughout the year under review.
SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE
Your Company is committed towards excellence in Safety, Occupational Health and Environment. This is also to ensure sustainable business growth. The Company has a well-established Safety, Occupational and Environmental Policy which inter alia ensures safety of employees, plant, equipment and public at large by ensuring compliance with all statutory rules and regulations on regular basis. Your Company also imparts training to its employees as per the predefined training calendar, carries out statutory safety audits of its facilities as per legal requirement and promotes eco-friendly activities. In reiteration of its commitment to improve the well being of the employees, Medical Check-ups, both curative and preventive have been organized regularly, including educating the employees on Industrial Hygiene at the work place. The Company''s Plant is ISO 14001 : 2004 and OHSAS 18001 : 2007 certified.
CORPORATE SOCIAL RESPONSIBILITY
Keeping with the Company''s core value of Good Corporate Citizenship, your Company is committed to display its social responsibility by taking various initiatives benefiting the society at large. These initiatives include organizing plantation of trees at various locations, awareness campaign on ill effects of tobacco, organizing medicines, beds and sheets to destitute people''s home etc.
During the year under review, the Company was not covered under the provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility.
SUSTAINABILITY INITIATIVE
Your Company is conscious of its responsibility towards preservation of natural resources and continuously taking various initiatives to reduce the consumption of electricity and water. During the year energy audit was conducted and initiatives has been planned for energy savings.
DIRECTORS
In terms of Section 152 of the Companies Act, 2013, Mr. Jamil Ahmad shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.
All the Independent Directors of the Company have submitted declaration under Section 149(7) of the Companies Act, 2013 that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year
EVALUATION OF THE BOARD
Pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a system has been put in place to carry out performance evaluation of the Board, its Committees and individual Directors. Criteria for performance evaluation are covered in the Corporate Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee (NRC), framed policies on appointment of Directors and Senior Management and their remuneration. The remuneration policy is covered in the Corporate Governance Report.
DIRECTORS'' MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, four meetings of Board and Four meetings of the Audit Committee were convened and held. The details are covered in the Corporate Governance report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Independent Directors of the Company meet at least once in every financial year without the presence of Non-Independent Directors, Executive Directors and any other management personnel. The meeting(s) is conducted in an informal manner to enable the Independent Directors to discuss matter pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, assess the quality, quantity and timeliness of flow of information between the Company''s management and the Board that is necessary for the Board to effectively and reasonably perform their duties. During the year, one meeting of Independent Directors was held.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors in terms of Section 134(5) of the Companies Act, 2013 state that:
a) in the preparation of Annual Accounts, for the financial year 31 st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;
b) in the selection of the accounting policies, consulted the Statutory Auditors and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of the Company for the year ended on that date;
c) proper and sufficient care has been taken for 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;
e) internal financial controls to be followed by the Company have been laid down, which are adequate and operating effectively;
f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
AUDIT COMMITTEE
The Audit Committee comprises of the following Directors viz. Mr. Jai Bhagwan Kapil (Chairman of the Committee), Mr. Rajiv Sharma and Mr. Jeevan Mahaldar. Except Mr. Jeevan Mahaldar, all the members are Independent Directors. The Company Secretary of the Company is the Secretary of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.
KEY MANAGERIAL PERSONNEL
Mr. Rama Kant Sharma, Managing Director, Mr. Jeevan Mahaldar, Executive Director, Mr. Gagan Kaushik, Company Secretary, and Mr. Jagdish Lal, Chief Financial Officer are the Key Managerial Personnel (KMP) of the Company as per Companies Act, 2013.
There was no change in KMPs during FY 2016-17.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has laid down adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in their operating effectiveness was observed. Pursuant to the requirement of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is having risk management framework covering identification, evaluation, and control measures to mitigate the identified business risk.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The detail of the policy is explained in the Corporate Governance Report and the policy is also posted on the website of the Company.
RELATED PA RTY TRA NSA CTIONS
All related party transactions that were entered during the financial year 2016-17 were in the ordinary course of the business and were on arm''s length basis. There were no materially significant related party transactions made by the Company which may have a potential conflict of the interest with its Promoters, Directors, Key Managerial Personnel or other persons. All such Related Party Transactions are placed before the Audit Committee for approval, wherever applicable. The policy on materiality of and dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is http://swarajautomotive.com/policies/ . Details of related parties and transactions with them during the year are covered at Note 2.28 of the Annual Accounts.
AUDITORS
M/s J.S. Chopra & Associates, Chartered Accountants (FRN:008849N), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting.
Pursuant to Section 139 of the Companies Act, 2013, the Board of Directors on the recommendation of Audit Committee has appointed M/s Mangla Associates, Chartered Accountants (ICAI Registration No. 006796C), as the Statutory Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting (AGM), until the conclusion of the fifth consecutive AGM of the Company (subject to ratification of their appointment by the Members at every AGM held after the ensuing AGM).
M/s Mangla Associates have confirmed that their appointment, if approved, will be within the limits of Section 141 (3)(g) of the Companies Act, 2013 and have also certified that they are free from disqualification specified under Section 141(3) of the Companies Act, 2013. The Members are requested to appoint Auditors and fix their remuneration.
The Audit Report issued by the Auditors of the Company forms part of the Annual Report and does not contain any qualification, reservation or adverse remark.
COST AUDITORS
Pursuant to Section 148(3) of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors on the recommendation of Audit Committee has appointed M/s Aggarwal Vimal & Associates, Cost Accountants (FRN: 000350), as the Cost Auditors of the Company for the financial year ending on 31st March, 2018. M/s Aggarwal Vimal & Associates have confirmed that their appointment, if approved, will be within the limits of Section 141 (3)(g) of the Companies Act, 2013 and have also certified that they are free from disqualification specified under Section 141(3) of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditors certifying their independence and arm''s length relationship with the Company. As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s Aggarwal Vimal & Associates, Cost Accountants is included in the Notice convening the Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s A. Arora & Co., Company Secretaries in practice (CP No. 993) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, except Minimum Public Shareholding criteria under Regulation 38 of SEBI (Listing Obligations and Disclosure requirements) Regulations 2015. The Promoter, in compliance of SEBI Circular CIR/CFD/CMD/14/2015 dated November 30, 2015 , via offer for sale, sold their 6.60% shareholding as detailed above. Further, The Promotor propose to meet its obligation to divest the remaining 6.68% of its shareholding in near future.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
The Company has not made any loans/advances, and investment in its own shares, associates, etc. during the year.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure B.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of the above activities stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D. There was no employee who was in receipt of remuneration of not less than Rs. 1,02,00,000 during the year ended 31st March, 2017 or not less than Rs. 8,50,000 per month during any part of the year.
GENERAL
The Managing Director and the Executive Director are not receiving any commission neither from the Company nor from its Holding Company.
The Company has no subsidiary/Associate/Joint Venture Company in accordance with the provisions of the Companies act, 2013.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events happened on these items during the year under review:
a. issue of equity shares with deferential voting rights or sweat equity or stock options.
b. significant or material orders passed by the Regulators / Courts/ Tribunal which impact the going concern status of the Company and its future operations.
c. Material changes in commitments affecting the financial position of the company.
d. Changes in the nature of business activities
e. voting rights which are not directly exercise by the employees in respect of shares for the subscription/ purchase for which loan was given by the Company (as there is no scheme pursuant to which such person can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
f. Fraud reporting by the auditors.
ACKNOWLEDGMENT
Your Directors would like to thank various Government Authorities and Banks for the cooperation extended by them and also take this opportunity to express their deep sense of appreciation to all the stakeholders of the Company for the support provided by them during the year. The Directors also place on record the appreciation to all the employees of the Company for the efforts put in by them.
FOR AND ON BEHALF OF THE BOARD
Place : Ghaziabad J.B. KAPIL
Date : 12th May, 2017 Chairman
Mar 31, 2015
Dear Members,
The Directors are pleased to present their 40th Annual Report together
with the Audited Accounts for the Financial Year ended 31st March,
2015.
FINANCIAL RESULTS :
(Rs. in Crores)
Year ended Year ended
31st March, 31st March,
2015 2014
Net Revenue from Operations 93.83 80.64
Other Income 0.78 0.62
Total Revenue 94.61 81.26
Profit before Depreciation,
Finance Charges and Tax 4.51 4.62
Finance Costs 0.01 0.02
Depreciation & Amortization Expense 0.96 1.06
Profit for the year 3.54 3.54
Prior period adjustments ( ) 0.03 ( ) 0.01
Profit Before Tax 3.57 3.55
Tax Provision
- Current 1.35 1.15
- Deferred (0.19) (0.01)
- Short tax provision of
earlier years - 0.06
Profit After Tax 2.41 2.35
Surplus - Opening Balance
after adjustment for 4.15 3.85
carrying value of assets
Surplus available for appropriation 6.56 6.20
Appropriations:
Proposed Dividend 0.84 0.84
Tax on Dividend 0.17 0.14
Transfer to General Reserve 0.50 0.50
Surplus - Closing Balance 5.05 4.72
REVIEW OF OPERATIONS
Members may kindly note that fiscal 2015 was a challenging year as both
automobile industry and tractor industry, with which your Company's
business is mainly linked, experienced tough market conditions. The
domestic tractor industry, after remaining almost flat during the first
half, witnessed a significant decline in the second half of the year
under review. This industry trends has impacted tractor seats business
of your Company. However, with some signs of improvement in passenger
vehicles - car segment and increased off takes by the new customer
introduced in the last quarter of pervious year, the seat mechanism
business has recorded overall improvement over last year. During the
year, the Company also registered growth in the business from agri
implements.
In view of the above facts, total net revenue for the financial year
2014-15 stood at Rs.94.61 crores against the previous year's revenue of
Rs.81.26 crores. On the aforesaid revenue, profit before tax at Rs.3.57
crores remained almost at previous year's level of Rs.3.55 crores
primarily due to change in the product mix. Profit after tax for the
year was Rs.2.41 crores (previous year - Rs.2.35 crores). These post
tax earnings translated into an Earning Per Share (EPS) of Rs.10.07
(previous year - Rs.9.79).
DIVIDEND
Your Directors have recommended a dividend of Rs.3.50 per Equity Share
of face value of Rs.10.00 each for the financial year 2014-15, same as
declared and paid in the previous year. The dividend would be payable
to those Members whose names shall appear in the Register of Members as
on Book Closure date. The dividend including dividend distribution tax,
surcharge and education cess would absorb a sum of Rs.1.01 crores
(previous year - Rs.0.98 crore).
FINANCE
The fund position of the Company stayed comfortable throughout the
financial year 2014-15. As a result, after meeting routine capital
expenditure and working capital requirements to support the operations,
net interest income for the year was Rs.0.59 crore against Rs.0.50
crore for the previous year.
SHARE CAPITAL
The Company has neither issued any shares with differential voting
rights nor granted stock options or sweat equity during the year under
review. The Issued and Paid-up Share Capital of the Company remained
unchanged during the year and stood at Rs.2.40 crores at the end of the
financial year 2014-15.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the Company has not extended any loans,
given guarantees or provided securities and made investment pursuant to
Section 186 of the Companies Act, 2013.
INDUSTRIAL RELATIONS
Industrial relations were cordial throughout the year under review. The
Company has entered into a new four year wage agreement with the
workers.
SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE
Your Company is committed towards excellence in Safety, Occupational
Health and Environment. This is also to ensure sustainable business
growth. The Company has a well-established Safety, Occupational and
Environmental Policy which inter alia ensures safety of public,
employees, plant and equipment by ensuring compliance with all
statutory rules and regulations on regular basis. Your Company also
imparts training to its employees as per the predefined training
calendar, carries out statutory safety audits of its facilities as per
legal requirement and promotes eco-friendly activities. In reiteration
of its commitment to improve the well being of the employees, Medical
Check-ups, both curative and preventive have been organized regularly,
including educating the employees on Industrial Hygiene at the work
place. The Company's Plant is ISO 14001 : 2004 and OHSAS 18001 : 2007
certified.
CORPORATE SOCIAL RESPONSIBILITY
Keeping with the Company's core value of Good Corporate Citizenship,
your Company is committed to display its social responsibility by
taking various initiatives benefiting the society at large. These
initiatives include organizing plantation of trees at various
locations, awareness campaign on ill effects of tobacco, organizing
medicines, beds and sheets to destitute people's home etc.
During the year under review, the Company was not covered under the
provisions of Section 135 of the Companies Act, 2013 related to
Corporate Social Responsibility.
SUSTAINABILITY INITIATIVE
Your Company is conscious of its responsibility towards preservation of
natural resources and continuously taking various initiatives to reduce
the consumption of electricity and water.
DIRECTORS
Shri S.C.Bhargava, consequent to not seeking the re-appointment, ceased
to be Director of the Company with effect from the last Annual General
Meeting of the Company held on 31st July, 2014. Consequent to their
resignations, Shri Sanjeev Goyle and Shri G.Rathinam ceased to be
Directors of the Company with effect from 13th June, 2014 and 29th
January, 2015 respectively. Your Board has placed on record its deep
appreciation of the contributions of Shri Bhargava, Shri Goyle and Shri
Rathinam as Directors of the Company.
As shared in the last year's Directors' Report, consequent upon their
resignations, Dr. Pawan Goenka and Shri V.S.Parthasarathy ceased to be
Directors of the Company with effect from 9th April, 2014 and 29th
April, 2014 respectively and Shri S.Durgashankar joined the Company's
Board with effect from 18th June, 2014. Further, Members also approved
the appointment of Shri Hardeep Singh and Smt. Neera Saggi as
Independent Directors under the Companies Act, 2013 for a period of 5
years, not liable to retire by rotation.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act,
2013.
Consequent to the desire expressed by Shri Rajesh Jejurikar to step
down from the Chairmanship of the Company, the Board of Directors in
their meeting held on 29th January, 2015 has appointed Shri Hardeep
Singh as Chairman of the Company in place of Shri Jejurikar.
In terms of Section 152 of the Companies Act, 2013, Shri A.K.Mahajan
shall retire by rotation at the forthcoming Annual General Meeting and
being eligible, offer himself for re-appointment.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee (NRC), framed policies on appointment of Directors and Senior
Management and their remuneration. The NRC reviews and assesses Board
composition and recommends the appointment of new Directors as and when
required. In evaluating the suitability of individual Board member, the
NRC takes into account the criteria as laid down in the policy. Based
on recommendation of the NRC, the Board evaluates the candidature and
decides on the selection of the appropriate member. The NRC identify
persons who are qualified to become Executive Director(s) and who may
be appointed in senior management team. The NRC also decides the basis
for determining the compensation, both Fixed and Variable, to the
Non-Executive Directors, including Independent Directors, whether as
commission or otherwise. The remuneration to Executive Director(s), if
any, is recommended by NRC to the Board. The remuneration consists of
both fixed compensation and variable compensation as approved by the
Board within the overall limits specified in the Shareholders
resolution.
DIRECTORS' MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year, four Board Meetings were convened and held.
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors in terms
of Section 134(3)(c) of the Companies Act, 2013 state that:
a) in the preparation of Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departure, if any;
b) in the selection of the accounting policies, consulted the Statutory
Auditors and applied them consistently and made judgment and estimates
that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31st March, 2015 and of the
profit of the Company for the year ended on that date;
c) proper and sufficient care has been taken for 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;
e) internal financial controls to be followed by the Company have been
laid down, which are adequate and operating effectively;
f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
AUDIT COMMITTEE
The Audit Committee comprises Shri Hardeep Singh (Chairman) and Shri
Rajesh Jejurikar and Smt. Neera Saggi as other members. All the
recommendations made by the Audit Committee were accepted by the Board.
KEY MANAGERIAL PERSONNEL
Shri Arun Arora, Manager, Shri Rajesh K Kapila, Company Secretary and
Shri Kulvinder S Dhiman, Chief Financial Officer of the Company are the
Key Managerial Personnel of the Company as per the provisions of the
Companies Act, 2013. While Shri Kapila was already in the office as
Company Secretary before the commencement of the Companies Act, 2013,
the Board appointed Shri Arun Arora as Manager and Shri Kulvinder S
Dhiman as Chief Financial Officer with effect from 29th April, 2014.
Further, the Members also approved the appointment of Shri Arun Arora
as Manager of the Company for a period of 5 years.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has laid down adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no material weakness in their operating effectiveness was
observed.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism through Whistle Blower Policy to deal
with instance of fraud and mismanagement, if any. The policy is posted
on the website of the Company.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial
year 2014-15 were in the ordinary course of the business and were on
arm's length basis. There were no materially significant related party
transactions made by the Company which may have a potential conflict of
the interest with its Promoters, Directors, Key Managerial Personnel or
other persons. All such Related Party Transactions are placed before
the Audit Committee for approval, wherever applicable. Details of
related parties and transactions with them are covered at Note 2.27 of
the Annual Accounts.
AUDITORS
M/s J.S. Chopra & Associates, Chartered Accountants, Statutory Auditors
of the Company, hold office till the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. They have expressed their willingness to act as
Auditors of the Company, if appointed, and have further confirmed that
the said appointment, if made, would be within the prescribed limits
under Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment. The Members are requested to appoint
Auditors and fix their remuneration.
The Audit Report issued by the Auditors of the Company forms part of
the Annual Report and does not contain any qualification, reservation
or adverse remark.
COST AUDITORS
Pursuant to Section 148(3) of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of
Directors on the recommendation of Audit Committee has appointed M/s
Aggarwal Vimal & Associates, Cost Accountants, as the Cost Auditors of
the Company for the financial year ending on 31st March, 2016. M/s
Aggarwal Vimal & Associates have confirmed that their appointment, if
approved, will be within the limits of Section 141(3)(g) of the
Companies Act, 2013 and have also certified that they are free from
disqualification specified under Section 141(3) of the Companies Act,
2013.
The Cost Audit Report for the financial year ended 31st March, 2014 was
filed within the due date on 24th September, 2014.
SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s A.Arora & Co., a firm of Company Secretaries
in practice to undertake the Secretarial Audit of the Company. The
Report of the Secretarial Audit is annexed herewith as Annexure A. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
DEPOSITS
The Company has not accepted deposit from the public falling within the
ambit of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure B.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars in respect of the above activities stipulated under Section
134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014 is annexed herewith as Annexure C.
DE-RECOGNITION OF DELHI STOCK EXCHANGE
Members are aware that the Company's equity shares were listed
exclusively at Delhi Stock Exchange (DSE). However, the Securities and
Exchange Board of India (SEBI) vide its order dated 19th November, 2014
had withdrawn the recognition of DSE. In the back drop of these
developments, the Company is taking initiatives to get its equity
shares listed at one of the nationwide stock exchange.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Companies Act, 2013, the
Report and Accounts are being sent to the Members and others entitled
thereto, excluding the information on employees' particulars which is
available for inspection by the Members at the Registered Office of the
Company during business hours on working days of the Company up to the
date of the ensuing Annual General Meeting. If any Member is interested
in obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
ACKNOWLEDGMENT
Your Directors would like to thank various Government Authorities and
Banks for the cooperation extended by them and also take this
opportunity to express their deep sense of appreciation to all the
stakeholders of the Company for the support provided by them during the
year. The Directors also place on record the appreciation to all the
employees of the Company for the efforts put in by them.
FOR AND ON BEHALF OF THE BOARD
Place : Mumbai HARDEEP SINGH
Date : 27th April, 2015 Chairman