Mar 31, 2018
DIRECTORSâ REPORT
to,
the Members
THE Directors have pleasure in presenting herewith their Forty Fifth Annual Report together with the Audited Accounts of the company for the year ended March 31, 2018.
OPERATIONS AND FINANCIAL RESULTS
SUMMARY OF FINANCIAL RESULTS AS PER IND-AS (Figures in ''Lakhs)
Particulars |
2017-18 |
2016-17 |
Gross Sales |
8234.35 |
6790.93 |
Less: Excise Duty |
136.84 |
575.59 |
Net Sales |
8097.51 |
6215.34 |
Add: Other income |
223.14 |
135.04 |
Total income |
8320.65 |
6350.38 |
Profit / (Loss) before Depreciation |
660.61 |
(315.21) |
Less: Depreciation |
498.06 |
600.08 |
Profit / (Loss) before Tax |
162.55 |
(915.29) |
Less: Exceptional items |
- |
- |
Less: Income tax for current Year |
- |
- |
Less: Income tax adjustment for previous years |
- |
15.78 |
Less: Deferred tax adjustment |
26.57 |
58.83 |
Less: Other comprehensive Loss |
0.69 |
10.65 |
Profit / (Loss) After Tax |
135.29 |
(851.33) |
Balance brought forward |
2006.26 |
2905.13 |
Profit Available for Appropriation |
2141.55 |
2053.80 |
proposed Dividend on Equity shares |
29.63 |
nil |
Dividend tax on the above |
6.03 |
nil |
transferred to General Reserve |
nil |
nil |
Surplus Carried to Balance Sheet |
2141.55 |
2006.26* |
*Dividend for Financial Year 2015-16 amounting to ''47.54 Lakhs (Including Dividend Distribution tax) was paid in Financial Year 2016-17.
DIVIDEND / RESERVES
Your Directors recommend a dividend of ''1.50/- per Equity share of nominal value of ''10 each (i.e. 15 %) for the year ended March 31, 2018. the total outgo towards dividend on equity shares together with dividend tax amounts to ''35.66 Lakhs.
OPERATIONS
First half of the year showed recessionary trends globally as well as in the domestic markets in the capital goods sector which continued from the preceding year. However, second half of the year showed a considerable growth in oEM segments whereas in MRo segments there was a marginal drop. The growth was more prominent in export markets. During the year under review your company reported highest ever sales in its history. Despite the pressure of rising material prices, your company could mitigate the cost impact by effective capacity utilization, cost reduction initiatives and better product mix.
PBIDT for the year under review is ''9.43 crs.
After a period of three consecutive years of loss your Company has now turned around and has made a profit after tax of ''1.35 crs.
WORKING CAPITAL MANAGEMENT:
The significant ratios of the Company such as Ratio of Inventory to Sales of 17.93%, Receivable to Sales of 24.68 %, and Net Working capital to Sales of 13.06 % compared to the previous year were 24.75%, 24.41% and (-12.36%) respectively which showed considerable improvements indicating prudent working capital management.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company has an adequate system of internal controls in all spheres of its operations which are commensurate with the size and the nature of its business. Your company has in place adequate controls on resource utilization, and provision of accurate and speedy financial statements. Your Company ensures compliance with policies and procedures and other statutory and legal obligations on an ongoing basis. Your companyâs internal Financial controls on its entire processes have been vetted by the Statutory Auditors. internal control is supplemented by effective and independent internal audit. Management regularly reviews the findings of the Internal Auditors and ensures effective implementation of suggestions/observations of the internal Auditors. in addition, the Audit committee of the Board regularly addresses significant issues raised by the Internal and the Statutory Auditors.
PROSPECTS
The company during the year was successful in developing some new customers and products in Europe and expects to expand its portfolio in both domestic and exports market for its future growth. The company is looking forward for an improvement in the domestic demand due to several infrastructure projects being undertaken by the Government. This will revive industrial growth in the capital goods sector and benefit us. The Company plans to target new product addition, new customer acquisitions and extended geographical reach.
QUALITY MANAGEMENT
The company has set high benchmarks on quality and on time delivery, providing competitive edge in current business scenario. The Companyâs operations are certified to ISO 9001:2015. Your Companyâs overseas customers have validated the operations of its plant at of Dharwad.
ENVIRONMENT, HEALTH AND SAFETY
As part of its commitment towards environment, the company has developed an Environmental Management System along with workplace practices to ensure high level of safety, health and environmental standards. The company has been certified for ISO 14001 and OHSAS 18001.
HUMAN RESOURCE MANAGEMENT
Skill development and training both behavioral and domain based are ongoing exercises through focused HR processes. Relations between employees and the management continue to remain cordial.
MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED
As on 31st March 2018, the total numbers of permanent employees on the payrolls of the company at all the locations were 98.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details in terms of sub-section 12 of Section 197 of the companies Act, 2013 read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are as under:
PARTICULARS OF EMPLOYEES:
1. Name of the Employee |
K. K. Tamhaney |
2. Designation of the Employee |
Chief Executive Officer |
3. Remuneration received |
59,68,079 |
4. Nature of employment |
Full time |
5. Qualifications and Experience of the employee |
B. tech, (Metallurgical Engineering) |
6. Date of commencement of employment |
10.09.2009 |
7. the age of employee |
56 |
8. the last employment held by such employee before joining the company |
GM - Operations - Mahindra Hinoday Industries Limited |
9. the percentage of equity shares held by the employee in the company |
nil |
10. Whether any such employee is a relative of any director or manager of the company |
nil |
PARTICULARS OF DIRECTORSâ REMUNERATION:
the ratio of the remuneration of each Director to the median remuneration of the employees
sr. No. |
Name of Director/ KMp and Designation |
Remuneration of Director/ KMp for Financial Year 2017-18. |
previous yearâs Remuneration includes sitting Fees |
% increase/ decrease in Remuneration in the Financial Year 2016-17 |
Ratio of Remuneration of each Director to median Remuneration of employees |
comparison of the Remuneration of the KMp against the performance of the company |
1 |
F. D. Neterwala - chairman |
450000 |
260000 |
73.08% |
0.91 : 1.0 |
- |
2 |
R. B. Mehta -Director |
260000 |
170000 |
52.94% |
0.52 : 1.0 |
- |
3 |
A. F. Neterwala - Director |
150000 |
150000 |
nil |
0.30 : 1.0 |
- |
4 |
p. F. Neterwala - Director |
200000 |
100000 |
100.00% |
0.40 : 1.0 |
- |
5 |
M. K. Fondekar - Director |
250000 |
150000 |
66.67% |
0.50 : 1.0 |
- |
6 |
H. R. prasad -Director |
520000 |
260000 |
100.00% |
1.05 : 1.0 |
- |
7 |
F. K. Banatwalla - Director |
520000 |
260000 |
100.00% |
1.05 : 1.0 |
- |
8 |
M. p. Bharucha -Director |
150000 |
100000 |
50.00% |
0.30 : 1.0 |
- |
9 |
Jimmy parakh -Director |
410000 |
50000 |
720.00% |
0.83 : 1.0 |
- |
the sitting fees for attending the Board Meeting is ''50,000/- For attending Audit committee ''50,000/-.
For attending all the committee Meetings is ''10,000/- (except stakeholders Relationship committee - NIL).
The percentage increase in remuneration of: - Chief Executive Officer - Chief Financial Officer - Company Secretary - Median remuneration of employees |
8 % 9 % 12 % 4.96 Lakhs |
Number of permanent employees on the rolls of company |
98 |
explanation on the relationship between average increase in remuneration and company performance |
The average increase in median remuneration was in line with the increase of salary in the industry. |
comparison of the remuneration of the Key Managerial personnel against the performance of the company |
Sales and operating income for the year ended March 31, 2018 is ''8149 Lakhs and pBIDT is ''943 Lakhs. Details of % increase of KMp has been stated above. increase in the remuneration of KMp is in line with prevailing scales for similar positions in the industry and commensurate with the operating income and & performance of the company. |
Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year |
The market capitalization as on March 31, 2018 was Rs,117.11 crore (Rs,58.26 crore as on March 31, 2017) price earnings ratio of the company as at March 31, 2018 and as at March 31, 2017 |
percentage increase/decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer |
The company has not made any public issue or rights issue of securities in the recent past, so comparison have not been made of current share price with public offer price. The companyâs shares are listed on the BSE Limited. |
Average percentage increase made in the salaries of employees other than the key managerial personnel in the last financial year i.e. 2017-18. |
9.7 % |
Average percentage increase in the managerial remuneration compared to average percentage increase in average salary of other employees. |
Not Applicable as there is No Executive Director. |
Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration |
Not Applicable as there is No Executive Director. |
The key parameters for any variable component of remuneration availed by the Directors |
There are no variable component of remuneration availed by the Directors. |
The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year |
Not applicable |
Affirmation that the remuneration is as per the remuneration policy of the company |
It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial personnel and other employees. |
PARTICULARS OF DIRECTORSâ REMUNERATION:
DIRECTORS
(i) In terms of the provisions of sections 149, 150, 152 and other applicable provisions of the companies Act, 2013 and the Rules made thereunder, Mr. H. R. prasad, Mr. M. p. Bharucha, and Mr. F. K. Banatwalla (Independent Directors) have been appointed at the 41st Annual General Meeting of the company held on 20thAugust, 2014, to hold office as Independent Directors of the Company for a period of 5 years i.e. upto 46th Annual General Meeting of the company Mr. J. J. parakh (Independent Director) was appointed at the 44th Annual General Meeting of the company held on 4th August, 2017, to hold office as Independent Director of the Company for a period of 5 years i.e. upto 49th Annual General Meeting of the company.
(ii) pursuant to the provisions of section 152 (6) of the companies Act, 2013 and the Rules made thereunder, Mr. M. K. Fondekar (DIN: 01089689) and Mr. F. D. Neterwala (DIN: 00008332) retire by rotation at the ensuing Annual General Meeting.
(iii) In terms of the recently notified Securities and Exchange Board of India (Listing Obligation Disclosure Requirements), (Amendment) Regulations, 2018, Director attaining age of 75 years, has to be reappointed by passing a special Resolution. Mr. H. R. prasad (DIN: 00133853) who is 83 years old needs to be reappointed. the Board recommends his reappointment to the Members.
COMMITTEES OF THE BOARD
In terms of the provision of the companies Act, 2013 as applicable to Listed companies, the following committees of the Board have been duly constituted
I. Audit Committee:
the Audit committee Members as at March 31, 2018 comprised of:
Name of Director |
Category |
Mr. F. K. Banatwalla |
chairman & Independent Director |
Mr. F. D. Neterwala |
promoter - Non Executive Director |
Mr. H. R. prasad |
Independent Director |
Mr. Jimmy parakh |
Independent Director |
the information generally provided to the committee for its consideration and approvals include:
- Quarterly, half yearly and annual financial results of the Company and performance report on its business segments;
- annual budget and performance targets;
- appointment of statutory and internal auditors;
- appointment of key managerial personnel;
- review of foreign exchange exposures and exchange rate movement, if material;
- contracts in which Director(s) are interested or deemed to be interested;
- defaults in payment of statutory dues, if any;
- compliance of various laws and Indian Accounting standards - (IND-As;)
- any remarks/ observances/ findings made by the Statutory and Internal Auditors of the Company;
- making of loans and investment of surplus funds;
- whistle blower policy /vigil mechanism
During the Financial Year 2017-18, 5 Meetings of the Audit committee were held.
II. Nomination and Remuneration Committee:
the Nomination and Remuneration committee as at March 31, 2018 comprised of:
Name of Director |
Category |
Mr. H. R. prasad |
chairman & Independent Director |
Mr. R. B. Mehta |
promoter - Non Executive Director |
Mr. F. K. Bamnatwalla |
Independent Director |
Name of the Director |
Category |
Mr. F. D. Neterwala |
Non-Executive Director |
Mr. R. B. Mehta |
Non-Executive Director |
Mr. A. F. Neterwala |
Non-Executive Director |
Name of the Director |
Category |
Mr. F. D. Neterwala |
Non-Executive Director |
Mr. H. R. prasad |
Independent Director |
Mr. A. F. Neterwala |
Non-Executive Director |
the committee meets as often as necessary. In accordance with the authority granted by the Board/share transfer committee, deals with the following matters concerning shareholders.
- transfer/transmission/Deletion/Name change of physical shares
- Split/Sub-division, consolidation and duplicate share certificates of physical shares as approved by the Board. Re-materialization of shares.
IV. Corporate Social Responsibility Committee (CSR):
pursuant to the provisions of the section 135 of the companies Act, 2013 and the rules made thereunder regarding corporate social Responsibility became applicable to the company.
the composition of the csR committee as at March 31, 2018 is as under:
The Committee frames the CSR Policy of the Company; identifies the projects which the Company can undertake towards the csR initiatives and recommends the same to the Board of Directors for their approval.
Mr. M. s. Ashar, company secretary functions as the secretary to all the above committees.
BOARD MEETINGS:
During the period from 1st April, 2017 to 31st March, 2018, Five Meetings of the Board were held as under:
- 29th May, 2017
- 14th september, 2017
- 12th December, 2017
- 12th February, 2018
- 20th February, 2018
BOARD EVALUATION:
the formal evaluation procedure for evaluation by the Board of its own performance and that of its committee''s and Individual Directors was done. the meeting of the Independent Directors of the company was held on 23rd May, 2018.
DIRECTORSâ RESPONSIBILITY STATEMENT
pursuant to section 134 (3) (c) and 134 (5) of the companies Act, 2013, the Directors, based on the representations received from the Operating Management, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;
the committee frames the Remuneration policy and recommends remuneration / revision / merit increment and related matters of the Executive Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and senior Executives.
During the year 2017-2018, 1 Meeting of the Nomination and Remuneration committee was held.
III. Stakeholders Relationship Committee
the composition of the stakeholders Relationship committee as at March 31, 2018 is as under:
(b) in consultation with the Statutory Auditors, appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit for year ended on that date;
(c) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, if any;
(d) The annual accounts have been prepared on a going concern basis.
(e) The Directors have laid down internal financial controls in respect of policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Companyâs policies, the safe guarding of its assets, the accuracy and completeness of the accounting records and timely preparation of reliable financial information and such internal controls are adequate and are operating effectively.
(f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
ABSTRACT OF ANNUAL RETURN:
pursuant to the provision of Section 134 (3) (a) of the companies Act, 2013 an abstract of the Annual Return for 2017-18 in the prescribed format is attached as Annexure I and forms an integral part of the Report.
DECLARATION BY INDEPENDENT DIRECTORS:
pursuant to Section 149 (7) of the companies Act, 2013 each of the independent Director of the company, has given a declaration at the Board Meeting of the company held on 23rd May, 2018 (being the first Board Meeting of the financial year 2018 - 2019) to the effect that they meet the criteria of Independence as provided in Section 149 (b) of the companies Act, 2013.
COMPANYâS POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:
The Nomination and Remuneration committee of the Board is evolving a policy on appointment and remuneration and other matters as provided in Section 178 (3) of the companies Act, 2013. Any further appointment of Executive Directors and his remuneration or appointment of an independent Director would be based on the policy that is being evolved.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The company has not provided any loans or given any guarantee / security to any person.
Details of Working capital facilities and Term Loans obtained by the company are provided in the Notes no. 19 and 17 in the Notes to financial statement. Details of investment made by the Company are provided in Note no 5 in the Notes to Financial Statements, under investment Schedule. These investments are made by the company in ordinary course of business, out of the surplus funds presently available with the company, with a view to get an effective return.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013:
Your company has formulated a policy on related party transactions. This policy deals with the review and approval of related party transactions. The Board of Directors of the company has approved the criteria for making the omnibus approval by the Audit committee within the overall framework of the policy on related party transactions. prior omnibus approval is obtained for related party transactions which are of repetitive in nature and entered in the ordinary course of business and at armâs length. All related party transactions are placed before the Audit committee for review and approval.
All related party transactions entered during the Financial Year were in ordinary course of the business and on armâs length basis. No material related party transactions were entered during the Financial Year by your company. 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 applicable to your company.
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.
Members may refer to note no. 36 to the financial statement which sets out related party disclosures pursuant to
ind-as.
CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO.
the particulars required to be disclosed pursuant to section 134 (3) of the companies Act, 2013 read with rule 8 of the companies (Accounts) Rule, 2014 are given in Annexure 2, and is an integral part of this Report.
RISK MANAGEMENT POLICY:
The Board of Directors has identified and mitigated risks that may arise. However the executive Management has an adequately defined framework for risk management. The Company, like all business in the country, is exposed to business and economic risk arising out of market conditions and vagaries of monsoon.
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:
the company has formed a committee of the Board of Directors which have been entrusted with the powers to identify the csR activities. the committee has shortlisted certain projects. pursuant to the provisions of the section 135 of the companies Act, 2013 and the rules made thereunder regarding csR expenditure, due to the loss in the previous two financial years the Company has not incurred any expenditure towards the CSR activity.
CORPORATE GOVERNANCE:
As per circular No. CIR/CFD/POLICY/CELL/7/2014 dated 15th September, 2014, the compliance with the provisions of clause 49 and Regulation 27 of sEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 is not mandatory for the company. Nevertheless the company has been complying the provisions on Voluntary basis.
the company has taken adequate steps to ensure that all mandatory provisions of corporate Governance as prescribed under the sEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 of the BsE Limited with which the company is listed are complied with. A separate report on corporate Governance is attached as a part of the Annual Report along with the Auditorsâ statement on its compliance.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
the Board of Directors of the company has established a robust vigil mechanism process and to govern the same well defined whistle blower policy has been adopted by the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
the company has in place an Anti-sexual Harassment policy since 2009 as per the supreme court Guidelines which is in line with the requirements of the sexual Harassment of Women at the Workplace (prevention, prohibition & Redressal) Act, 2013. Internal complaints committee (icc) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
the following is a summary of sexual harassment complaints received and disposed of during the year 2017-18
- No of complaints received: NIL
- No of complaints disposed of: N.A.
STATUTORY AUDITORS:
As per section 139 of the companies Act, 2013, read with the companies (Audit and Auditors) Rules, 2014, the Members of the company at the 44th Annual General Meeting of the company held on 4th August, 2017 had appointed Messrs. Walker chandiok & company LLp (Firm Registration No. 001076N/N500013), as statutory Auditors of the Company, to hold office for a period of 5 (Five) consecutive financial years, from the conclusion of the Forty Fourth Annual General Meeting of the company until the conclusion of the Forty Ninth Annual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
the Report given by Messrs. Walker chandiok & company LLp (Firm Registration No. 001076N/N500013), as Statutory Auditors of the Company on the financial statement of the Company for the year 2017-18 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.
During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
INTERNAL AUDITORS:
M/s. Engineer & Mehta, chartered Accountants, Mumbai are the internal Auditors of the company. in a year they carry out 3 internal Audit Runs which are commensurate with the size of the company, and nature of its business.
SECRETARIAL AUDIT:
pursuant to the provisions of Section 204 of the companies Act, 2013 and The companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the company has appointed M/s. Kaushik M. Jhaveri & Co., a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2017 - 18 is annexed herewith as "Annexure III". There are no reservations or qualifications made in the Audit Report.
APPRECIATION:
Your Directors place on record their appreciation of the continued support and cooperation extended to the company by the central and State Government agencies, and by our Shareholders, customers, Suppliers, Bankers, Employees at all levels, Employeeâs union and other Business Associates.
CAUTIONARY NOTE:
certain statements in the Directorâs Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.
on Behalf of the Board of Directors
place: Mumbai F. D. Neterwala
Date: 23rd May, 2018 . chairman
Mar 31, 2017
The Directors have pleasure in presenting herewith their Forty Fourth Annual report together with the Audited Accounts of the company for the year ended March 31, 2017.
OPERATIONS AND FINANCIAL RESULTS
SUMMARY OF FINANCIAL RESULTS (Figures in Rs. Lakhs)
Particulars |
2016-17 |
2015-16 |
Gross Sales |
6616.44 |
6878.04 |
Less: Excise Duty & sales tax |
701.29 |
668.74 |
Net Sales |
5915.15 |
6209.30 |
Add: other income |
163.46 |
219.75 |
Total income |
6078.61 |
6429.05 |
Profit / (Loss) before Depreciation |
(446.86) |
323.97 |
Less: Depreciation |
590.09 |
696.68 |
Profit / (Loss) before Tax |
(1036.95) |
(372.71) |
Less : Exceptional items |
- |
51.21 |
Less: income tax for current Year |
- |
1.65 |
Less: income tax adjustment for previous years |
(15.78) |
0.20 |
Less: Deferred tax adjustment |
(167.02) |
(113.81) |
Profit / (Loss) After Tax |
(854.15) |
(311.96) |
Balance brought forward |
3088.89 |
3448.39 |
Profit Available for Appropriation |
2234.74 |
3136.42 |
Proposed Dividend on Equity Shares |
Nil |
39.50 |
Dividend tax on the above |
Nil |
8.04 |
transferred to General reserve |
Nil |
Nil |
Surplus Carried to Balance Sheet |
2234.74 |
3088.89 |
DIVIDEND
The Board of Directors of the Company have not recommended any dividend on equity shares of the Company for the Financial Year 2016-17.
OPERATIONS
the recessionary trends globally as well as in the domestic markets in the capital goods sector has not improved as compared to the last year. UKâs proposed exit from the Euro zone has further created an uncertainty in the market with many clients holding back investment decisions. While poor capacity utilization is one of the reasons for the poor performance, the main reason is the slow down of the decanter markets both internationally and domestically. We are hopeful that the new products and market segments which have been developed would support additional revenue growth both in the domestic as well as overseas markets going forward despite no letup in the near future in the grim economic scenario.
The PBIDT for the year under review is Rs.(0.78) crs as against Rs.7.39 crs of the previous year.
WORKING CAPITAL MANAGEMENT:
The significant ratios of the Company such as Ratio of Inventory to Sales of 24.75%, Receivable to Sales of 24.41%, and Net Working Capital to Sales of (-12.36)% compared to the previous year were 30.55%, 25.85% and 5.71% respectively which showed considerable improvements indicating prudent working capital control.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an adequate system of internal controls in all business sphere of its activities which are commensurate with the size and the nature of its business. Your Company has in place adequate protection of the Companyâs resources, provision of accurate and speedy financial statements and reports, and compliance with the company policies and procedures and other statutory and legal obligations. Your companyâs internal Financial controls on its entire processes which have been vetted by the internal Auditors. The internal control is supplemented by effective and independent internal audit. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal and the Statutory Auditors.
PROSPECTS
The company during the year was successful in developing some new customers and products in Europe and the company expects to expand its product portfolio both in the domestic market and exports for the future growth. The company is looking forward for an improvement in the domestic demand due to several infrastructure projects being undertaken by the Government. This will revive the industrial growth in the capital goods sector and benefit us. The Company plans to target new product addition, new customer acquisitions and extended geographical reach.
QUALITY MANAGEMENT
The Company has set high benchmarks on quality and on time delivery, providing an edge to the Company in the competitive business scenario. The Companyâs operations are certified for ISO 9001:2008. All its overseas customers have validated Quality Management System of Dharwad factory. Your company has been awarded 1 Star Export House status by the Government of India - Ministry of commerce and industry - Director General of Foreign Trade for a period of 5 years.
ENVIRONMENT, HEALTH AND SAFETY
As part of its commitment to provide a high quality of life for all its stake holders, the Company ensures high level of safety health and environment for all its stake holders - employees, customers, vendors, business associates and neighbourhood. The Company plans to get its plant at Dharwad certified for ISO 14001 and OHSAS 18001 in this financial year.
HUMAN RESOURCE MANAGEMENT
Skill development and training both behavioral and domain based are ongoing exercises through focused HR processes. The relations between the employees and the management continue to remain cordial.
MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED
As on 31st March 2017, the total numbers of permanent employees on the payrolls of the company at all the locations were 93.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details in terms of sub-section 12 of Section 197 of the companies Act, 2013 read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are as under:
1. Name of the Employee |
K. K. Tamhaney |
2. Designation of the Employee |
Chief Executive Officer |
3. remuneration received |
65,50,928 |
4. Nature of employment |
Full time |
5. Qualifications and Experience of the Employee |
BTech, (Metallurgical Engineering) |
6. Date of commencement of employment |
10.09.2009 |
7. the age of employee |
55 |
8. the last employment held by such employee before joining the company |
GM - Operations - Mahindra Hinoday industries Limited |
9. The percentage of equity shares held by the employee in the company |
NIL |
10. Whether any such employee is a relative of any Director or Manager of the company |
NIL |
PARTICULARS OF DIRECTORSâ REMUNERATION:
the ratio of the remuneration of each Director to the median remuneration of the employees
sr. No. |
Name of Director/ KMp and Designation |
remuneration of Director/ KMp for financial year 2016-17. |
previous yearâs remuneration includes sitting Fees |
% increase/ decrease in remuneration in the Financial year 2016-17 |
ratio of remuneration of each Director to median remuneration of employees |
comparison of the remuneration of the KMp against the performance of the company |
1 |
F. D. Neterwala - chairman |
260000 |
215000 |
20.93% |
0.54 |
- |
2 |
R. B. Mehta -Director |
170000 |
85000 |
100.00% |
0.35 |
- |
3 |
A. F Neterwala - Director |
150000 |
135000 |
11.11% |
0.31 |
- |
4 |
p. F. Neterwala - Director |
100000 |
75000 |
33.33% |
0.21 |
- |
5 |
M. K. Fondekar - Director |
150000 |
125000 |
20.00% |
0.31 |
- |
6 |
K. M. Elavia # -Director |
120000 |
80000 |
33.33% |
0.25 |
- |
7 |
H. R. prasad -Director |
260000 |
215000 |
20.93% |
0.54 |
- |
8 |
F. K. Banatwalla - Director |
260000 |
215000 |
20.93% |
0.54 |
- |
9 |
p. subrahmanyam $ - Director |
75000 |
190000 |
-60.53% |
0.15 |
- |
10 |
M. p. Bharucha -Director |
100000 |
60000 |
66.67% |
0.21 |
- |
11 |
Jimmy parakh A -Director |
50000 |
nil |
100% |
0.10 |
|
# Mr. K. M. Elavia resigned as a Director of the company wef 25.04.2017 $ Mr. p. subrahmanyam resigned as a Director of the company wef 27.12.2016
A Mr. Jimmy Parakh appointed as Additional Director wef 10.02.2017 and holds office till the ensuing Annual General Meeting.
The sitting fees for attending the Board Meeting of Rs.25,000/- is increased to Rs.50,000/- wef 10.02.2017.
For attending Audit committee Rs.20,000/- is increased to Rs.50,000/- wef 10.02.2017.
For attending all the committee Meetings is Rs.10,000/- (except Stakeholders Relationship committee - NIL).
PARTICULARS OF DIRECTORSâ REMUNERATION:
The percentage increase in remuneration of: - Chief Executive Officer - Chief Financial Officer - Company Secretary - Median remuneration of employees |
37% 11% 11% Rs.4.85 Lakhs |
Number of permanent employees on the rolls of company |
93 |
explanation on the relationship between average increase in remuneration and company performance |
The average increase in median remuneration was in line with the increase of salary in the industry. |
comparison of the remuneration of the Key Managerial personnel against the performance of the company |
Sales and operating income for the year ended March 31, 2017 is Rs.60.79 crs and PBIDT is Rs. (78) Lakhs. Details of % increase of KMP has been stated above. increase in the remuneration of KMp is in line with prevailing scales for similar positions in the industry and commensurate with the operating income and performance of the company under severe constraints. |
Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year |
The market capitalization as on March 31, 2017 was Rs.58.26 crore (Rs. 65.19 crore as on March 31, 2016) price earnings ratio of the company as at March 31, 2017 and as at March 31, 2016 - Not applicable - as there is no profits in the current year. |
percentage increase/decrease in the market quotations of the shares of the Company in comparison to the rate at which the company came out with the last public offer |
The company has not made any public issue or rights issue of securities in the recent past, so comparison have not been made of current share price with public offer price. The companyâs shares are listed on the BSE Limited. |
Average percentage increase made in the salaries of employees other than the key managerial personnel in the last financial year i.e. 2016-17. |
10.71 % |
Average percentage increase in the managerial remuneration compared to average percentage increase in average salary of other employees. |
Not Applicable as there is No Executive Director. |
Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration |
Not Applicable as there is No Executive Director. |
The key parameters for any variable component of remuneration availed by the Directors |
There are no variable component of remuneration availed by the Directors. |
The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year |
Not applicable |
Affirmation that the remuneration is as per the remuneration policy of the company |
It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial personnel and other employees. |
DIRECTORS
(i) in terms of the provisions of Sections 149, 150, 152 and other applicable provisions of the companies Act, 2013 and the Rules made there under, Mr. K. M. Elavia, Mr. H. R. prasad, Mr. M. p. Bharucha, Mr. p. Subrahmanyam and Mr. F. K. Banatwalla (independent Directors) have been appointed at the 41st Annual General Meeting of the company held on 20th August, 2014, to hold office as Independent Directors of the Company for a period of 5 years i.e. upto 31st March, 2019.
(ii) Mr. p. Subrahmanyam (DIN: 01069045) citing health issues and Mr. K. M. Elavia (DiN: 00003940) on limitation of number of Directorship in public companies resigned as Directors of the company with effect from 27th December, 2016 and 25th April, 2017 respectively. The Directors place on record their appreciation of the services rendered by them during their tenure of Directorship over a decade.
(iii) pursuant to the provisions of Section 152 (6) of the companies Act, 2013 and the Rules made there under, Mr. R. B. Mehta (DIN: 00057570) and Mrs. p. F. Neterwala (DiN: 01083117) retires by rotation at the ensuing Annual General Meeting.
(iv) Mr. Jimmy parakh (DIN 00004945) was appointed as an Additional Director of the company, with effect from 10th February, 2017. In terms of Section 161(1) of the Companies Act, 2013, Mr. Parakh holds office as Additional Director up to the date of this Annual General Meeting. The company has received Notice from a Member proposing candidature of Mr. Jimmy parakh for appointment as an independent Director at the ensuing Annual General Meeting. The Board recommends for approval by the Shareholders, the appointment of Mr. Jimmy parakh as an independent Director for a term of 5 years.
COMMITTEES OF THE BOARD
In terms of the provision of the companies Act, 2013 as applicable to Listed companies, the following committees of the Board have been duly constituted
i. Audit Committee:
The Audit committee Members as at March 31, 2017 comprised of:
Name of Director |
Category |
Mr. F. K. Banatwalla |
chairman & independent Director |
Mr. F. D. Neterwala |
promoter - Non Executive Director |
Mr. H. R. prasad |
independent Director |
Mr. p. Subrahmanyam $ |
independent Director |
Mr. Jimmy parakh A |
independent Director |
$ Mr. p. Subrahmanyam resigned as a Director of the company wef 27.12.2016
A Mr. Jimmy parakh appointed as a Member of the committee wef 10.02.2017.
The information generally provided to the committee for its consideration and approvals include:
- Quarterly, half yearly and annual financial results of the Company and performance report on its business segments;
- annual budget and performance targets;
- appointment of statutory, cost and internal auditors;
- appointment of key managerial personnel;
- review of foreign exchange exposures and exchange rate movement, if material;
- contracts in which Director(s) are interested or deemed to be interested;
- Defaults in payment of statutory dues, if any;
- compliance of various laws and accounting standards;
- Any remarks/ observances/ findings made by the Statutory and Internal Auditors of the Company;
- Making of loans and investment of surplus funds;
- whistle blower policy /vigil mechanism
During the Financial Year 2016-17, 4 Meetings of the Audit committee were held.
ii. Nomination and Remuneration Committee:
The Nomination and remuneration committee as at March 31, 2017 comprised of:
Name of Director |
Category |
Mr. K. M. Elavia # |
chairman & independent Director |
Mr. R. B. Mehta |
promoter - Non Executive Director |
Mr. p. subrahmanyam $ |
independent Director |
Mr. F. K. Banatwalla a |
independent Director |
The committee frames the remuneration policy and recommends remuneration / revision / merit increment and related matters of the Executive Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and senior Executives.
During the year 2016-2017, 2 Meetings of the Nomination and remuneration committee were held.
# Mr. K. M. Elavia resigned as a Director of the company wef 25.04.2017
$ Mr. p. subrahmanyam resigned as a Director of the company wef 27.12.2016
A Mr. F. K. Banatwalla appointed as a Member of the committee wef 10.02.2017
Mr. H. R. prasad has been appointed as the chairman of the committee wef 29.05.2017.
III. Stakeholders Relationship Committee
The composition of the stakeholders relationship committee as at March 31, 2017 is as under:
Name of the Director |
Category |
Mr. F. D. Neterwala |
chairman - Non-Executive Director |
Mr. R. B. Mehta |
Non-Executive Director |
Mr. A. F. Neterwala |
Non-Executive Director |
The committee meets as often as necessary. in accordance with the authority granted by the Board, the committee, deals with the following matters concerning shareholders:
- transfer/transmission/Deletion/Name change of physical shares
- Split/Sub-division, consolidation and duplicate share certificates of physical shares as approved by the Board. re-materialisation of shares.
IV. Corporate Social Responsibility Committee (CSR):
Pursuant to the provisions of the section 135 of the companies Act, 2013 and the rules made thereunder regarding corporate social responsibility became applicable to the company.
The composition of the CSR committee as at March 31, 2017 is as under:
Name of the Director |
Category |
Mr. F. D. Neterwala |
chairman - Non-Executive Director |
Mr. H. R. prasad |
independent Director |
Mr. A. F. Neterwala |
Non-Executive Director |
The Committee frames the CSR Policy of the Company; identifies the projects which the Company can undertake towards the csR initiatives and recommends the same to the Board of Directors for their approval.
Mr. M. s. Ashar, company secretary functions as the secretary to all the above committees.
BOARD MEETINGS:
During the period from 1st April, 2016 to 31st March, 2017, Five Meetings of the Board were held as under:
- 30th May, 2016
- 10th August, 2016
- 23rd August, 2016
- 11th November, 2016
- 10th February, 2017 BOARD EVALUATION:
The formal evaluation procedure for evaluation by the Board of its own performance and that of its committee and individual Directors was done. The meeting of the independent Directors of the company was held on 12th April, 2017.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the companies Act, 2013, the Directors, based on the representations received from the Operating Management, confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;
(b) in consultation with the Statutory Auditors, appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the Profit / (Loss) for year ended on that date;
(c) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, if any;
(d) The annual accounts have been prepared on a going concern basis.
(e) The Directors have laid down internal financial controls in respect of policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Companyâs policies, the safe guarding of its assets, the accuracy and completeness of the accounting records and timely preparation of reliable financial information and such internal controls are adequate and are operating effectively.
(f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
ABSTRACT OF ANNUAL RETURN:
Pursuant to the provision of Section 134 (3) (a) of the companies Act, 2013 an abstract of the Annual Return for 2016-17 in the prescribed formation is attached (Annexure 1) and forms an integral part of the Report.
DECLARATION BY INDEPENDENT DIRECTORS:
pursuant to Section 149 (7) of the companies Act, 2013 each of the independent Director of the company, has given a declaration at the Board Meeting of the company held on 29th May, 2017 (being the first Board Meeting of the financial year 2017/18) to the effect that he meets the criteria of Independence as provided in Section 149 (b) of the companies Act, 2013.
COMPANYâS POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:
The Nomination and Remuneration committee of the Board is evolving a policy on appointment and remuneration and other matters as provided in Section 178 (3) of the companies Act, 2013. Any further appointment of executive Directors and his remuneration or appointment of an independent Director would be based on the policy that is being evolved.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The company has not provided any loans or given any guarantee / security to any person.
Details of Working capital facilities and Term Loan obtained by the company are provided in the Notes no. 5 and 8 in the Notes to financial statement. Details of investment made by the Company are provided in Note no 12 in the Notes to Financial Statements, under investment Schedule. These investments are made by the company in ordinary course of business, out of the surplus funds presently available with the company, with a view to get an effective return.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013:
Your company has formulated a policy on related party transactions. This policy deals with the review and approval of related party transactions. The Board of Directors of the company has approved the criteria for making the omnibus approval by the Audit committee within the overall framework of the policy on related party transactions. prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at armâs length. All related party transactions are placed before the Audit committee for review and approval.
All related party transactions entered during the Financial Year were in ordinary course of the business and on armâs length basis. No material related party transactions were entered during the Financial Year by your company. 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 applicable to your company.
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.
Members may refer to note no. 37 to the financial statement which sets out related party disclosures pursuant to AS-18.
CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO.
The particulars required to be disclosed pursuant to Section 134 (3) of the Companies Act, 2013 read with rule 8 of the companies (Accounts) Rule, 2014 are given in Annexure 2, and is an integral part of this Report.
RISK MANAGEMENT POLICY:
The Board of Directors has identified and mitigated risks that may arise. However the executive Management has an adequately defined framework for risk management. The Company, like all business in the country, is exposed to business and economic risk arising out of market conditions and vagaries of monsoon.
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:
The company has formed a committee of the Board of Directors which have been entrusted with the powers to identify the CSR activities. The committee has shortlisted certain projects. pursuant to the provisions of the Section 135 of the companies Act, 2013 and the rules made there under regarding CSR expenditure, due to the loss in the current financial year the Company has not incurred any expenditure towards the CSR activity.
CORPORATE GOVERNANCE:
As per circular No. CIR/CFD/P0LICY/CELL/7/2014 dated 15th September, 2014, the compliance with the provisions of Clause 49 and Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements), Regulation 2015 is not mandatory for the company. Nevertheless the company has been complying the provision on Voluntary basis.
The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the SEBI (Listing Obligation & Disclosure Requirements), Regulation 2015 of the BSE Limited with which the company is listed are complied with. A separate report on corporate Governance is attached as a part of the Annual Report along with the Auditorsâ statement on its compliance.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Board of Directors of the company has established a robust vigil mechanism process and to govern the same well defined whistle blower policy has been adopted by the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The company has in place an Anti sexual Harassment policy since 2009 as per the supreme court Guidelines which is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. internal complaints committee (icc) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. the following is a summary of sexual harassment complaints received and disposed off during the year 2016-17
- No of complaints received: NIL
- No of complaints disposed off: N.A.
STATUTORY AUDITORS:
As per section 139 of the companies Act, 2013, read with the companies (Audit and Auditors) Rules, 2014, the term of M/s. Ford Rhodes parks & co. LLP, chartered Accountants, Mumbai as the statutory Auditors of the company expires at the conclusion of the ensuing Annual General Meeting of the company.
the Board of Directors of the company at their meeting held on 29th May, 2017, on the recommendation of the Audit committee, have made its recommendation for appointment of Messrs. Walker chandiok and company LLP (Firm Registration No. 001076N/N500013), as Statutory Auditors of the Company, to hold office for a period of 5 (Five) consecutive financial years, from the conclusion of the Forty Fourth Annual General Meeting of the Company until the conclusion of the Forty Ninth Annual General Meeting of the Company (subject to ratification of the appointment at every Annual General Meeting, if required by law) pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the 44th Annual General Meeting of the company. the company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.
The Report given by M/s. Ford Rhodes Parks & Co. LLP, Chartered Accountants on the financial statement of the Company for the year 2016-17 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.
During the year under review, the Auditors had not reported any matter under section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
M/s. Ford Rhodes parks & co. LLP, chartered Accountants over many years have successfully met the challenge that the size and scale of the companyâs operations pose for auditors and have maintained the highest level of governance, ethical standards, rigor and quality in their audit. The Board places on record its appreciation for the services rendered by M/s. Ford Rhodes parks & co. LLP, as the statutory Auditors of the company.
INTERNAL AUDITORS:
M/s. R. G. N. price, chartered Accountants, Mumbai are the internal Auditors of the company for FY 2016-17. in a year they carried out 3 internal Audit Runs which are is commensurate with the size of the company, and nature of its business.
SECRETARIAL AUDIT:
Pursuant to the provisions of section 204 of the companies Act, 2013 and the companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the company has appointed M/s. Kaushik M. Jhaveri & co., a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2016 - 17 is annexed herewith as âAnnexure IIIâ There are no reservations or qualifications made in the Audit Report.
APPRECIATION:
Your Director place on record their appreciation of the continue support and cooperation extended to the company by the central and state Government agencies, and by our shareholders, customers, suppliers, Bankers, Employees at all levels and other Business Associates.
CAUTIONARY NOTE:
Certain statements in the Directorâs Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.
On Behalf of the Board of Directors
F. D. Neterwala
Mumbai: 29th May, 2017. Chairman
Mar 31, 2016
To,
The Members
The Directors have pleasure in presenting herewith their Forty Third Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2016.
OPERATIONS AND FINANCIAL RESULTS
SUMMARY OF FINANCIAL RESULTS
(Figures in Rs. Lac)
Particulars |
2015-16 |
2014-15 |
Gross Sales |
6878.04 |
8425.78 |
Less: Excise Duty & Sales Tax |
668.74 |
606.86 |
Net Sales |
6209.30 |
7818.92 |
Add: Other income |
219.75 |
141.16 |
Total income |
6429.05 |
7960.08 |
Profit before Depreciation |
323.97 |
279.89 |
Less: Depreciation |
696.68 |
715.85 |
Profit / (Loss) Before Tax |
(372.71) |
(435.96) |
Less : Exceptional items |
51.21 |
653.81 |
Less: Income Tax for Current Year |
1.65 |
- |
Less: Income Tax adjustment for previous years |
0.20 |
- |
Less: Deferred Tax adjustment for the previous year |
(113.81) |
(317.30) |
Profit / (Loss) After Tax |
(311.96) |
(772.47) |
Balance brought forward |
3448.39 |
4298.69 |
Profit Available for Appropriation |
3136.42 |
3526.22 |
Proposed Dividend on Equity Shares |
39.50 |
59.25 |
Dividend Tax on the above |
8.04 |
12.06 |
Transferred to General Reserve |
NIL |
NIL |
Surplus Carried to Balance Sheet |
3088.88 |
3448.39 |
DIVIDEND
The Board of Directors of the Company have recommended a dividend of Rs. 2/- per Equity Share of nominal value of Rs. 10 each (i.e. 20%) for the financial year ended March 31, 2016 as against 30% paid for the previous year. The total outgo towards dividend on equity shares together with dividend distribution tax amounts to Rs. 47.54 Lacs.
OPERATIONS
The recessionary trends globally as well as in the domestic markets in the Capital goods sector for the year under review has impacted both our top and bottom line and the Company was unable to achieve its targets for the year. We are hopeful that the new products and market segments which have been developed would support additional revenue growth both in the domestic as well as overseas markets going forward. The PBIDT for the year under review is Rs. 7.39 Crs as against Rs. 7.10 Crs of the previous year.
WORKING CAPITAL MANAGEMENT:
The significant ratios of the Company such as Ratio of Inventory to Sales is 30.55 %, Receivable to Sales is 25.85 %, and Net Working Capital to Sales is 5.71 % as compared to in the previous year were 25.21%, 19.92% and 9.73% respectively.
The working capital was rotated 11 times in the year, showing effective working capital management. Funds surplus to the operational requirements have been invested in safe and relatively risk free instruments to earn a reasonable return.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an adequate system of internal controls in all business a sphere of its activities which are commensurate with the size and the nature of its business. Your Company has adequate protection of the Companyâs resources, provision of accurate and speedy financial statements and reports, and compliance with the Company policies and procedures and other statutory and legal obligations. The internal control is supplemented by effective and independent internal audit. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal and the Statutory Auditors.
PROSPECTS
The Company during the year was successful in developing some new customers and products in Europe and the Company expects to expand its product portfolio both in the domestic market and exports for the future growth. The Company is looking forward for improvement in the domestic demand due to the vision of the Government for development of infrastructure in the Country which will revive the growth thus giving positive effect on our business sectors. The Company plans to target new product addition, new customer acquisitions and extended reach.
QUALITY MANAGEMENT
The Company has set high benchmarks on quality and on time delivery, providing an edge to the Company in the competitive business scenario. The Companyâs operations are certified for ISO 9001:2008. All its overseas customers have validated Quality Management System of Dharwad factory.
ENVIRONMENT, HEALTH AND SAFETY
As part of its commitment to provide a high quality of life for all its stake holders, the Company ensures highest level of safety, health and environment for all its stake holders - employees, customers, vendors, business associates and neighborhood. Company plans to get its plant at Dharwad certified for ISO 14001 and OHSAS 18001 in this financial year.
HUMAN RESOURCE MANAGEMENT
Skill development and training are ongoing exercises through focused HR initiatives. The relations between the employees and the management continue to remain cordial. The Company further proposes to invest in a high end Strategic/ Talent Management Software to further bring in cohesive and strategic thinking in employees.
ASSOCIATE COMPANY
As an 31st March, 2016. M/s Unitel Financial and Investments Pvt. Ltd. is the Associate Company as defined under section 2(6) of the Companies Act, 2013. During the year was no further investment made by the Associate Company. Pursuant to Section 129(3) of the Companies Act 2013, a statement in Form AOC-1 containing the salient features of the Financial Statement of the Associate Company is attached.
MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED
As on 31st March 2016, the total numbers of employees on the payrolls of the Company at all the locations were 84.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:
1. Name of the Employee |
K. K. Tamhaney |
2. Designation of the employee |
Chief Executive Officer |
3. Remuneration received |
Rs. 49.84 lacs |
4. Nature of employment |
Full time |
5. Qualifications and Experience of the employee |
B. Tech, (Metallurgical Engineering) |
6. Date of commencement of employment |
10.09.2009 |
7. The age of employee |
54 years |
8. The last employment held by such employee before joining the Company |
GM - Operations - Mahindra Hinoday Industries Limited |
9. The percentage of equity shares held by the employee in the Company |
NIL |
10. Whether any such employee is a relative of any Director or Manager of the Company |
No |
PARTICULARS OF DIRECTORSâ REMUNERATION:
the ratio of the remuneration of each Director to the median remuneration of the employees
Sr. No. |
Name of Director / KMP and Designation |
Remuneration of Director / KMP for financial year 2015-16. |
Previous yearâs Remuneration includes sitting Fees |
% increase/ decrease in Remuneration in the Financial year 2015-16 |
Ratio of Remuneration of each Director to median remuneration of employees |
Comparison of the remuneration of the KMP against the performance of the Company |
1 |
F. D. Neterwala -Chairman |
215000 |
221000 |
-4.44% |
0.52 |
- |
2 |
R. B. Mehta - Director |
85000 |
126000 |
-32.54% |
0.21 |
- |
3 |
A. F. Neterwala -Director |
135000 |
116000 |
16.38% |
0.33 |
- |
4 |
P. F. Neterwala -Director |
75000 |
75000 |
NIL |
0.18 |
- |
5 |
M. K. Fondekar1 -Director |
125000 |
9193000* |
-98.64% |
0.30 |
- |
6 |
K. M. Elavia -Director |
80000 |
126000 |
-36.51% |
0.19 |
- |
7 |
H. R. Prasad -Director |
215000 |
221000 |
-2.71% |
0.52 |
- |
8 |
F. K. Banatwalla -Director |
215000 |
200000 |
7.5% |
0.52 |
- |
9 |
P. Subrahmanyam -Director |
190000 |
231000 |
-17.75% |
0.46 |
- |
10 |
M. P. Bharucha -Director |
60000 |
56000 |
7.14% |
0.14 |
- |
The sitting fees for attending the Board Meeting is Rs. 25, 000/For attending Audit Committee is Rs. 20,000/For attending all the Committee Meetings is Rs. 10,000/- (except Stakeholders Relationship Committee - NIL). PARTICULARS OF DIRECTORSâ REMUNERATION:
The percentage increase in remuneration of: - Chief Executive Officer - Chief Financial Officer - Company Secretary - Median remuneration of employees |
11.3% 23.9% 25.0% Rs. 4.14 Lacs |
Number of permanent employees on the rolls of Company |
84 |
explanation on the relationship between average increase in remuneration and Company performance |
The average increase in median remuneration was in line with the increase of salary in the industry. |
Comparison of the remuneration of the Key Managerial personnel against the performance of the Company |
Sales and Operating Income for the year ended March 31, 2016 is Rs. 6429.05 lacs and PBIDT improved to Rs.739.44 lacs. Details of % increase of KMP has been stated above. Increase in the remuneration of KMP is commensurate with the performance of the Company under severe constraints. |
Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year |
The market capitalization as on March 31, 2016 was Rs. 65.19 Crore (Rs. 114.40 crore as on March 31, 2015) price earnings ratio of the Company as at March 31, 2016 and as at March 31, 2015 - Not applicable - as there is no profits in the current year. |
Percentage increase/decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer |
The Company has not made any public issue or rights issue of securities in the recent past, so comparison have not been made of current share price with public offer price. The Companyâs shares are listed on the BSE Limited. |
Average percentage increase made in the salaries of employees other than the key managerial personnel in the last financial year i.e. 2015-16. |
11.30 % |
Average percentage increase in the managerial remuneration compared to average percentage increase in average salary of other employees. |
Not Applicable as there is No Executive Director. |
Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration |
Not Applicable as there is No Executive Director. |
The key parameters for any variable component of remuneration availed by the Directors |
There are no variable component of remuneration availed by the Directors. |
The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year |
Not applicable |
Affirmation that the remuneration is as per the remuneration policy of the Company |
It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial personnel and other employees. |
DIRECTORS
(i) In terms of the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, Mr. K. M. Elavia, Mr. H. R. Prasad, Mr. M. P. Bharucha, Mr. P. Subrahmanyam and Mr. F. K. Banatwalla (Independent Directors) have been appointed at the 41st Annual General Meeting of the Company held on 20th August, 2014, to hold office as Independent Directors of the Company for a period of 5 years i.e. up to 31st March, 2019.
(ii) Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and the Rules made there under, Mr. F. D. Neterwala (DIN: 00008332) and Mr. A. F. Neterwala (DIN: 01418744) retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-election.
COMMITTEES OF THE BOARD
In terms of the Provision of the Companies Act, 2013 as applicable to Listed Companies, the following Committees of the Board have been duly constituted
I. Audit Committee:
The Audit Committee Members as at March 31, 2016 comprised of:
Name of Director |
Category |
Mr. F. K. Banatwalla |
Chairman & Independent Director |
Mr. F. D. Neterwala |
Promoter - Non Executive Director |
Mr. H. R. Prasad |
Independent Director |
Mr. P. Subrahmanyam |
Independent Director |
The information generally provided to the Committee for its consideration and approvals include:
- Quarterly, half yearly and annual financial results of the Company and performance report on its business segments;
- annual budget and performance targets;
- appointment of statutory and internal auditors;
- appointment of key managerial personnel;
- review of foreign exchange exposures and exchange rate movement, if material;
- contracts in which Director(s) are interested or deemed to be interested;
- Defaults in payment of statutory dues, if any;
- compliance of various laws and accounting standards;
- Any remarks/ observances/ findings made by the Statutory and Internal Auditors of the Company;
- Making of loans and investment of surplus funds;
- whistle blower policy /vigil mechanism
During the Financial Year 2015-16, 4 Meetings of the Audit Committee were held.
II. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee as at March 31, 2016 comprised of:
Name of Director |
Category |
Mr. K. M. Elavia |
Chairman & Independent Director |
Mr. R. B. Mehta |
Promoter - Non Executive Director |
Mr. P. Subrahmanyam |
Independent Director |
The Committee frames the Remuneration Policy and recommends remuneration / revision / merit increment and related matters of the Executive Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and Senior Executives.
During the year 2015-2016, 2 Meetings of the Nomination and Remuneration Committee were held.
III. Stakeholders Relationship Committee
The composition of the Stakeholders Relationship Committee as at March 31, 2016 is as under:
Name of the Director |
Category |
Mr. F. D. Neterwala |
Non-Executive Director |
Mr. R. B. Mehta |
Non-Executive Director |
Mr. A. F. Neterwala |
Non-Executive Director |
The Committee meets as often as necessary. In accordance with the authority granted by the Board, the Committee, deals with the following matters concerning shareholders, on fortnightly basis.
- Transfer/Transmission/Deletion/Name change of physical shares.
- Split/Sub-division, consolidation and duplicate share certificates of physical shares as approved by the Board.
- Re-materialization of Shares.
IV. Corporate Social Responsibility Committee (CSR):
Pursuant to the provisions of the Section 135 of the Companies Act, 2013 and the rules made there under regarding Corporate Social Responsibility became applicable to the Company.
The composition of the CSR Committee as at March 31, 2016 is as under:
Name of the Director |
Category |
Mr. F. D. Neterwala |
Chairman - Non-Executive Director |
Mr. H. R. Prasad |
Independent Director |
Mr. A. F. Neterwala |
Non-Executive Director |
The Committee frames the CSR Policy of the Company; identifies the projects which the Company can undertake towards the CSR initiatives and recommends the same to the Board of Directors for their approval.
During the year 2015-2016, 1 Meeting of the CSR Committee was held.
Mr. M. S. Ashar, Company Secretary functions as the Secretary to all the above Committees.
BOARD MEETINGS:
During the period from 1st April, 2015 to 31st March, 2016, Five Meetings of the Board were held as under:
- 29th May, 2015
- 13th August, 2015
- 20th August, 2015
- 10th November, 2015
- 11th February, 2016 BOARD EVALUATION:
The formal evaluation procedure for evaluation by the Board of its own performance and that of its Committee and Individual Directors was done. The meeting of the Independent Directors of the Company was held on 4th April, 2016.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Directors, based on the representations received from the Operating Management, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;
(b) In consultation with the Statutory Auditors, appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit for year ended on that date;
(c) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;
(d) The annual accounts have been prepared on a going concern basis.
(e) The Directors have laid down internal financial controls in respect of policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Companyâs policies, the safe guarding of its assets, the accuracy and completeness of the accounting records and timely preparation of reliable financial information and such internal controls are adequate and are operating effectively.
(f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
ABSTRACT OF ANNUAL RETURN:
Pursuant to the provision of Section 134 (3) (a) of the Companies Act, 2013 an abstract of the Annual Return for FY 2015-16 in the prescribed format is attached Annexure I and forms an integral part of the Report.
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to Section 149 (7) of the Companies Act, 2013 each of the Independent Director of the Company, has given a declaration at the Board Meeting of the Company held on 30th May, 2016 (being the first Board Meeting of the financial year 2016/17) to the effect that he meets the criteria of Independence as provided in Section 149 (b) of the Companies Act, 2013.
COMPANYâS POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:
The Nomination and Remuneration Committee of the Board is evolving a policy on appointment and remuneration and other matters as provided in Section 178 (3) of the Companies Act, 2013. Any further appointment of Executive Director and his remuneration or appointment of an Independent Director would be based on the policy that is being evolved.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not provided any loans or given any guarantee / security to any person.
Details of Working Capital facilities and Term Loan as obtained by the Company are provided in the Notes no. 5 and 8 in the Notes to financial statement. Details of investment made by the Company are provided in Note no.12 in the Notes to Financial Statements. These Investments are made by the Company in the ordinary course of business, out of the surplus funds presently available with the Company, with a view to get an effective return.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013:
All transactions entered into with Related Parties are in the ordinary course of business and are at armâs length. Details regarding transactions entered into with related parties are provided in the notes to accounts. All the related party transactions have prior approval of the Audit Committee and the Board of Directors and are within limits as prescribed under the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under and do not require the approval of the Members.
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO.
The particulars required to be disclosed pursuant to Section 134 (3) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rule, 2014 are given in Annexure II, and is an integral part of this Report.
RISK MANAGEMENT POLICY:
The Board of Directors has identified and mitigated risks that may arise. However the executive Management has an adequately defined framework for risk management. The Company, like all business in the country, is exposed to business and economic risk arising out of market conditions and vagaries of monsoon.
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:
The Company has formed a Committee of the Board of Directors which have been entrusted with the powers to identify the CSR activities. The Committee has shortlisted certain projects at its meeting held on 11th February, 2016 and the implementation of the projects would be carried out in the current fiscal. Pursuant to the provisions of the Section 135 of the Companies Act, 2013 and the rules made there under regarding CSR expenditure, due to the loss in the current financial year the Company has not incurred any expenditure towards the CSR activity.
CORPORATE GOVERNANCE:
As per circular No. CIR/CFD/P0LICY/CELL/7/2014 dated 15th September, 2014, the compliance with the provisions of Clause 49 and Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements), 2015 is not mandatory for the Company. Nevertheless the Company has been complying the provision on Voluntary basis.
The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the SEBI (Listing Obligation & Disclosure Requirements), Regulation 2015 of the BSE Limited with which the Company is listed are complied with. A separate report on Corporate Governance is attached as a part of the Annual Report along with the Auditorsâ statement on its compliance.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Board of Directors of the Company has established a robust vigil mechanism process and to govern the same well defined whistle blower policy has been adopted by the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy since 2009 as per the Supreme Court Guidelines which is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16
- No of complaints received: NIL - No of complaints disposed off: N.A.
STATUTORY AUDITORS:
M/s. Ford Rhodes Parks & Co., Chartered Accountants are the Statutory Auditor of the Company appointed in 42nd Annual General Meeting to hold office up to the conclusion of the ensuing Annual General Meeting of the Company. Being eligible, it is recommended to reappoint M/s. Ford Rhodes Parks & Co. in the forthcoming Annual General Meeting to audit the accounts of the Company for the financial year 2016 - 2017.
INTERNAL AUDITORS:
M/s. R. G. N. Price, Chartered Accountants, Mumbai are the Internal Auditors of the Company. In a year they carry out 3 Internal Audit Runs which are commensurate with the size of the Company, and nature of its business.
SECRTARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kaushik M. Jhaveri & Co., a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2015 - 16 is annexed herewith as Annexure III There are no reservations or qualifications made in the Audit Report.
APPRECIATION:
Your Directors place on record their appreciation of the continue support and Cooperation extended to the Company by the Central and State Government agencies, and by our Shareholders, Customers, Suppliers, Bankers, Employees at all levels, Employeeâs Union and other Business Associates.
CAUTIONARY NOTE:
Certain statements in the Directorâs Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.
On Behalf of the Board of Directors
F. D. Neterwala
Mumbai: 30th May, 2016. Chairman
Mar 31, 2015
The Members
The Directors have pleasure in presenting herewith their Forty Second
Annual Report together with the Audited Accounts of the company for the
year ended March 31,2015.
OPERATIONS AND FINANCIAL RESULTS SUMMARY OF FINANCIAL RESULTS
Rslacs
Particulars 2014-15 2013-14
Gross Sales 8425.78 8241.01
Less: Excise Duty & sales tax 606.86 587.08
Net Sales 7818.92 7653.93
add: other income 141.16 295.89
Total income 7960.08 7949.82
Profit before Depreciation 279.89 1488.07
Less: Depreciation 715.85 308.18
Profit / (Loss) Before Tax (435.96) 1179.89
Less: Exceptional items 653.81 -
less: provision for income tax - 348.00
add: income tax adjustment for previous years - 1.36
add: Deferred tax adjustment for the previous year (317.30) (51.53)
Profit / (Loss) After Tax (772.47) 781.72
Balance brought forward 4298.69 3735.61
Profit Available for Appropriation 3526.22 4517.33
proposed Dividend on Equity shares 59.25 118.50
Dividend tax on the above 12.06 20.14
transferred to General reserve - 80.00
Surplus Carried to Balance Sheet 3448.39 4298.69
DIVIDEND
the Board of Directors of the company have recommended a dividend of
Rs.3/- per equity share of nominal value of Rs.10 each (i.e. 30%) for the
financial year ended March 31,2015 as against 60% paid for the previous
year. The total outgo towards dividend on equity shares together with
dividend distribution tax amounts to Rs.71.63 lacs.
OPERATIONS
Despite recessionary trends globally in the capital good sector for
greater part of the year under review and higher inflation and lower
GDP growth in India, your Company has been able to sustain the top line
through its efforts at diversification into new segments locally and
opening new markets targeting Companies abroad.
- the PBIDT for the year under review is Rs.7.10 crs as against
Rs.18.08 crs of the previous year.
WORKING CAPITAL MANAGEMENT:
The significant ratios of the Company such as Ratio of Inventory to
Sales is 25.21%, Receivable to Sales is 19.92%, and Net working capital
to sales is 9.73%.
the working capital was rotated 5.70 times in the year, showing
effective working capital management. Funds surplus to the operational
requirements have been invested in safe and relatively risk free
instruments to earn a reasonable return.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an adequate system of internal controls in all business
spheres of its activities which are commensurate with the size and the
nature of its business. It ensures adequate protection of the
Company's resources, provision of accurate and speedy financial
statements and reports, and compliance with the Company policies and
procedures and other statutory and legal obligations. the internal
control is supplemented by effective and independent internal audit.
The Management regularly reviews the findings of the Internal Auditors
and effective steps to implement any suggestions/observations of the
internal Auditors are taken and monitored regularly. in addition, the
Audit Committee of the Board regularly addresses significant issues
raised by the Internal and the statutory auditors.
PROSPECTS
the company during the year was successful in developing some new
customers and products in Europe and the company expects to expand its
product portfolio both in the domestic market and exports for the
future growth. the Company is looking forward for improvement in the
domestic demand due to the Government's "Make in India" policy
for revival of growth which is expected to have a positive effect on
our business sectors. the company plans to target new product addition,
new customer acquisitions and extended reach.
DHARWAD PROJECT
the company's plant at Dharwad has been fully commissioned and
commercial production has commenced. the company has added a state of
art sand casting facility which will help it to target high integrity
critical sand casting business. consequent to the commissioning of
state of art Dharwad facilities company's capabilities to cater to
the requirements of the niche markets and customers is considerably
enhanced. With the shifting of existing machining vendors to Dharwad
and the setting up of the in-house machining facilities, the company is
expected to improve on its delivery performance. Thane plant will cease
to operate by end of first quarter of this financial year.
QUALITY MANAGEMENT
the company has set high benchmarks on quality and on time delivery,
providing an edge to the company in the competitive business scenario.
The Company's operations are certified for ISO 9001:2008. All its
overseas customers have validated Quality Management System of Dharwad
factory.
ENVIRONMENT, HEALTH AND SAFETY
As part of its commitment to provide a high quality of life for all its
stake holders, the company ensures highest level of safety health and
environment for all its stake holders - employees, customers, vendors,
business associates and neighbourhood. Company plans to get its plant
at Dharwad certified for ISO 14001 and OHSAS 18001 in this financial
year.
HUMAN RESOURCE MANAGEMENT
Skill development and training are ongoing exercises through focused HR
initiatives. the relations between the employees and the management
continue to remain cordial. the company further proposes to invest in a
high end Strategic/ talent Management Software to further bring in
cohesive and strategic thinking in its employees.
MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE
EMPLOYED
As on 31st March 2015, the total numbers of employees on the payrolls
of the company at all the locations were 95. During the year Voluntary
Retirement Scheme (VRS) was offered to all the unionised permanent
employees of the company. the company paid a sum of Rs.5.94 crores
towards the VRS of eighty employees/workers. the company has also paid
Rs.0.59 Crore to other employees not covered under this scheme on account
of their full and final settlement.
the ratio of the remuneration of each Director to the median
employee's remuneration and other details in terms of sub-section 12
of Section 197 of the companies Act, 2013 read with Rule 5(1) of the
companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are as under:
(i) in terms of the provisions of Sections 149, 150, 152 and other
applicable provisions of the Companies Act, 2013 and the Rules made
thereunder, Mr. K. M. Elavia, Mr. H. R. prasad, Mr. M. R Bharucha, Mr.
R subrahmanyam and Mr. F K. Banatwalla (independent Directors) have
been appointed at the 41st Annual General Meeting of the Company held
on 20th August, 2014, to hold office as Independent Directors of the
Company for a period of 5 years i.e. upto 31st March, 2019.
(ii) Pursuant to the provisions of Section 152 (6) of the Companies
Act, 2013 and the Rules made thereunder, Mr. R. B. Mehta (DIN:
00057570) retires by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-election.
(iii) Mrs. R F Neterwala (DIN: 01083117) was appointed as an Additional
Director of the Company on 20th August, 2014 under Section 161 of the
Companies Act, 2013, pursuant to the requirement of Companies Act, 2013
and SEBI guidelines that each listed Company shall have a Woman
Director on its Board on or before March 31, 2015. Pursuant to Article
111 of the Articles of Association of the Company and as per the
provisions of Section 161 of the Companies Act, 2013, Mrs. P. F
Neterwala holds office up to the ensuing Annual General Meeting and is
eligible for appointment. The Company has received a notice in writing
from a member alongwith the deposit of requisite amount under Section
160 of the Companies Act, 2013, proposing the candidature of Mrs. P.
F. Neterwala for the office of Director and she would be liable to
retire by rotation.
(iv) Mr. M. K. Fondekar (DIN: 01089689) who was appointed as a Director
of the Company with effect from 1st January, 2015 on completion of his
term as an Wholetime Director designated as Executive Director on 31st
December, 2014 under Section 161 of the Companies Act, 2013. Pursuant
to the provisions of Section 161 of the Companies Act, 2013, Mr. M. K.
Fondekar will hold office up to the ensuing Annual General Meeting and
is eligible for appointment. The Company has received a notice in
writing from a member along with the deposit of requisite amount under
Section 160 of the Companies Act, 2013, proposing the candidature of
Mr. M. K. Fondekar for the office of Director and he would be liable
to retire by rotation.
COMMITTEES OF THE BOARD
in terms of the Provisions of the Companies Act, 2013 as applicable to
Listed Companies, the following Committees of the Board have been duly
constituted
I. Audit Committee:
The audit committee Members as at March 31,2015 comprised of:
Name of Director Category
Mr. F. K. Banatwalla chairman & independent Director
Mr. F. D. Neterwala Promoter - Non Executive Director
Mr. H. R. Prasad Independent Director
Mr. P. Subrahmanyam Independent Director
The Committee reviews:
- Quarterly, half yearly and annual financial results of the Company
and performance report on its business segments;
- Annual budget and performance targets;
- Appointment of statutory, cost and internal auditors;
- Appointment of key managerial personnel;
- Review of foreign exchange exposures and exchange rate movement, if
material;
- Contracts in which Director(s) are interested or deemed to be
interested;
- Defaults in payment of statutory dues, if any;
- Compliance of Various laws and Accounting Standards;
- Any remarks/ observances/ findings made by the Statutory and Internal
Auditors of the Company;
- Making of loans and investment of surplus funds;
- Whistle blower policy /vigil mechanism
During the year 2014-2015, 6 Meetings of the Audit Committee were held.
II. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee as at March 31,2015 comprised
of:
Name of Director Category
Mr. K. M. Elavia Chairman & Independent Director
Mr. R. B. Mehta Promoter - Non Executive Director
Mr. P. Subrahmanyam Independent Director
The Committee frames the Remuneration Policy and recommends
remuneration / revision / merit increment and related matters of the
Executive Director, Chief Executive Officer, Chief Financial Officer,
Company Secretary and Senior Executives.
During the year 2014-2015, 3 Meetings of the Nomination and
Remuneration Committee were held.
III. Stakeholders Relationship Committee
The composition of the Stakeholders Relationship Committee as at March
31,2015 is as under:
Name of the Director Category
Mr. F. D. Neterwala Chairman - Non-Executive Director
Mr. R. B. Mehta Non-Executive Director
Mr. A. F. Neterwala Non-Executive Director
The Committee meets as often as necessary. In accordance with the
authority granted by the Board/Share Transfer Committee, deals with the
following matters concerning Shareholders, on fortnightly basis.
- Transfer/Transmission of physical shares
- Split/Sub-division, consolidation and duplicate share certificates of
physical shares as approved by the Board. Re-materialisation of Shares.
IV. Corporate Social Responsibility Committee (CSR):
Pursuant to the provisions of the Section 135 of the Companies Act,
2013 and the rules made thereunder
regarding corporate social Responsibility became applicable to the
company.
The composition of the csr committee as at March 31,2015 is as under:
Name of the Director Category
Mr. F. D. Neterwala Chairman - Non-Executive Director
Mr. H. R. Prasad Independent Director
Mr. A. F. Neterwala Non-Executive Director
The Committee frames the CSR Policy of the Company; identifies the
projects which the Company can undertake towards the CSR initiatives
and recommends the same to the Board of Directors for their approval.
During the year 2014-2015, 1 Meeting of the CSR Committee was held.
Mr. Milind Ashar, Company Secretary functions as the Secretary to all
the above Committees.
BOARD MEETINGS:
During the period from 1st April, 2014 to 31st March, 2015, Five
Meetings of the Board were held as under:
- 30th May, 2014
- 13th August, 2014
- 20th August, 2014
- 13th November, 2014
- 13th February, 2015
BOARD EVALUATION:
The formal evaluation procedure for evaluation by the Board of its own
performance and that of its Committee and
Individual Directors was done. The meeting of the Independent Directors
of the Company was held on 18th May, 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the
Directors, based on the representations received
from the Operating Management, confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
(b) In consultation with the Statutory Auditors, appropriate accounting
policies have been selected and applied consistently and judgments and
estimates have been made that are reasonable and prudent, so as to give
a true and fair view of the state of affairs of the Company as at March
31,2015 and of the profit and loss for year ended on that date;
(c) To the best of their knowledge and ability, proper and sufficient
care has been taken for the maintenance of adequate accounting records
in accordance with the applicable provisions of the Companies Act,2013
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities, if any;
(d) The annual accounts have been prepared on a going concern basis.
(e) The Directors have laid down internal financial controls in respect
of policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business including adherence to
the Company's policies, the safe guarding of its assets, the accuracy
and completeness of the accounting records and timely preparation of
reliable financial information and such internal controls are adequate
and are operating effectively.
(f) The Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provision of Section 134 (3) (a) of the Companies Act,
2013 an extract of the Annual Return for 2014- 15 in the prescribed
formation is attached (Annexure I) and forms an integral part of the
Report.
Pursuant to Section 149 (7) of the Companies Act, 2013 each of the
independent Director of the Company, has given a declaration at the
Board Meeting of the company held on 25th May, 2015 (being the first
Board Meeting of the financial year 2015/16) to the effect that he
meets the criteria of Independence as provided in Section 149 (b) of
the companies act, 2013.
COMPANY'S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:
The Nomination and Remuneration committee of the Board is evolving a
policy on appointment and remuneration and other matters as provided in
section 178 (3) of the companies act, 2013. any further appointment of
Executive Directors and his remuneration or appointment of an
independent Director would be based on the policy that is being
evolved.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The company has not provided any loans or given any guarantee /
security to any person.
Details of working capital facilities and term Loan and obtained by the
company are provided in the Notes 5 and 8 in the Notes to financial
statement. Details of investment made by the Company are provided in
Note 12 and 15 in the Notes to Financial statements, under investment
schedule. these investments are made by the company in ordinary course
of business, out of the surplus funds presently available with the
company, with a view to get an effective return.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS COVERED UNDER SECTION 188 OF
THE COMPANIES ACT, 2013:
Ah transactions entered into with related parties are in the ordinary
course of business and are at arm's length. Details regarding
transactions entered into with related parties are provided in Note 38
of the notes to accounts.
There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the
interest of the company at large.
CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND
OUTGO.
The particulars required to be disclosed pursuant to Section 134 (3) of
the companies Act, 2013 read with rule 8 of the companies (Accounts)
Rule, 2014 are given in Annexure ii, and is an integral part of this
Report.
RISK MANAGEMENT POLICY:
The Board of Directors are in the process of evolving a risk policy for
the Company including identification and mitigation of risks that may
be identified. However the executive Management has an adequately
defined framework for risk management. The company, like all business
in the country, is exposed to business and economic risk arising out of
market conditions and vagaries of monsoon.
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:
The company has formed a committee of the Board of Directors which have
been entrusted with the powers to identify the cSR activities. The
committee has shortlisted certain projects and the implementation of
the projects would be carried out in the current fiscal. Pursuant to
the provisions of the Section 135 of the Companies Act, 2013 and the
rules made thereunder regarding CSR expenditure, due to the loss in the
current financial year the Company has not incurred any expenditure
towards the cSR activity.
CORPORATE GOVERNANCE:
As per circular No. ciR/cFD/POLicy/cELL/7/2014 dated 15th September,
2014, the compliance with the provisions of clause 49 is not mandatory
for the company. Never the less the company has been complying with the
provision on Voluntary basis.
The company has taken adequate steps to ensure that all mandatory
provisions of corporate Governance as prescribed under the amended
Listing Agreement of the Bombay Stock Exchange Limited with which the
company is listed are complied with. A separate report on corporate
Governance is attached as a part of the Annual Report along with the
Auditors' statement on its compliance.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Board of Directors of the Company has established a robust vigil
mechanism process and to govern the same well defined whistle blower
policy has been adopted by the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The company has in place an Anti sexual Harassment policy since 2009 as
per the supreme court Guidelines which is in line with the requirements
of the sexual harassment of women at the workplace (prevention,
prohibition & Redressal) act, 2013. internal complaints committee (icc)
has been set up to redress complaints received regarding sexual
harassment. ah employees (permanent, contractual, temporary, trainees)
are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15
- No of complaints received: NIL
- No of complaints disposed off: N.A.
STATUTORY AUDITORS:
M/s. Ford rhodes parks & co., chartered Accountants are the statutory
Auditor of the company appointed in 41st Annual general Meeting to hold
office up to the conclusion of the ensuing Annual General Meeting of
the Company. Being eligible, it is recommended to reappoint M/s. Ford
rhodes parks & co. in the forthcoming Annual General Meeting to audit
the accounts of the Company for the financial year 2015 - 2016.
INTERNAL AUDITORS:
M/s. R. G. N. price, chartered Accountants, Mumbai are the internal
Auditors of the company. in a year they carry out 3 Internal Audit Runs
which are in commensurate with the size of the Company, and nature of
its business.
SECRTARIAL AUDIT:
Pursuant to the provisions of section 204 of the companies Act, 2013
and the companies (Appointment and remuneration of Managerial
personnel) rules, 2014, the company has appointed M/s. Kaushik M.
Jhaveri & co., a firm of Practicing Company Secretaries to undertake
the Secretarial Audit of the Company. The Secretarial Audit Report for
the FY 2014 - 15 is annexed herewith as "Annexure 3 There are no
reservations or qualifications made in the Audit report.
COST AUDITORS:
Pursuant to section 148 of the companies Act, 2013 read with the
companies (cost records and Audit) rules, 2014 as amended from time to
time, the company has appointed Mr. K. R. vaidyanathan. cost
Accountant. (Membership No. 12139) as Cost Auditor of the Company for
the financial year 2014-2015 to verify the Cost Audit Records.
APPRECIATION:
Your Directors place on record their appreciation of the continued
support and cooperation extended to the company by the central and
state Government agencies, and by our shareholders, customers,
suppliers, Bankers, Employees at all levels, employee's union and
other Business Associates.
CAUTIONARY NOTE:
Certain statements in the Director's report and Management &
Discussion Analysis section may be forward looking and are stated as
required by applicable laws and regulations. Many factors may affect
the actual results, which could be different from what the Directors
envisage in terms of future performance and outlook.
On Behalf of the Board of Directors
F. D. Neterwala
chairman
Mumbai: 29th May, 2015.
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting herewith their Forty First
Annual Report together with the Audited Accounts of the company for the
year ended March 31,2014.
OPERATIONS AND FINANCIAL RESULTS
SUMMARY OF FINANCIAL RESULTS
Rs.lacs
Particulars 2013-14 2012-13
Revenue From Operations (Gross) 8241.01 7608.44
Less: Excise Duty & Sales Tax 587.08 671.45
Revenue From Operations (Net) 7653.93 6936.98
add: other income 295.89 227.06
Total Revenue 7949.82 7164.04
Profit before Depreciation 1488.07 1191.65
Less: Depreciation 308.18 128.08
Profit Before Tax 1179.89 1063.57
less: provision for income Tax 348.00 365.00
Add: Income Tax adjustment for previous years 1.36 (7.16)
Add: Deferred Tax adjustment (51.53) 19.56
Profit After Tax 781.72 710.97
Balance brought forward 3735.61 3179.95
Profit Available for Appropriation 4517.33 3890.92
proposed Dividend on Equity shares 118.50 69.10
Dividend tax on the above 20.14 11.21
transferred to General Reserve 80.00 75.00
Surplus Carried to Balance Sheet 4298.69 3735.61
DIVIDEND
The Board of Directors of the company have recommended a dividend of
Rs. 6.00/- per Equity share of nominal value of Rs. 10 each (i.e. 60%)
for the financial year ended March 31,2014 as against 35% paid for the
previous year. The total outgo towards dividend on equity shares
together with dividend distribution tax amounts to Rs. 138.64 Lacs.
OPERATIONS
Despite recessionary trends in the domestic economy for the greater
part of the year under review, higher inflation and lower GDP growth
your company has been able to show growth in the top line through its
efforts in acquiring new customers in Europe. The latter part of the
year saw improved sentiments in Europe and American markets helping
your company to improve its export performance. The turnover for the
year including exports was higher by 11%, compared to the previous year
mainly contributed by exports and sustained market share with the OEM
(original Equipment Manufacturer) customers. The PBIDT for the year is
Rs. 18.08 crs as against Rs. 13.10 crs of the previous year.
PROSPECTS
Your company''s sustained efforts on acquiring new customers are
yielding results with new business flowing from overseas OEMs which
shows good future potential. The installation of a new stable
government augurs well for the industrial sentiment. This is expected
to bring the domestic sectors out of the sluggishness and is expected
to have a positive effect on our business.
DHARWAD PROJECT
The company''s plant at Dharwad has been commissioned and commercial
production has commenced. The company has taken a small step by
starting an in-house machine shop at this facility which would help
reduce its dependence on the outsourced services and improve its
delivery performance besides building internal machining capabilities.
Consequent to the Commissioning of state of art Dharwad facility,
Company''s capabilities to cater to the requirements of the niche
markets and customers is considerably enhanced which will help Company
to target businesses which hitherto it was not able to do.
QUALITY MANAGEMENT
The Company''s commitment to high standards of quality and on time
delivery continues against competitive price pressures. Company''s
operations are certified for ISO 9001:2008 and the Quality Management
System at the new facility at Dharwad also will be certified in the
current fiscal.
ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to the highest level of safety, health and
environment for all its stake holders - employees, customers, vendors,
business associates and neighborhood. Company''s operations were
certified according to iSO 14001 and OHSAS 18001. We have planned to
get similar certification for Dharwad unit in the current fiscal year.
HUMAN RESOURCE MANAGEMENT
Focused H.R. initiatives are being taken for training and development.
The relations between the employees and the management continue to
remain cordial.
DIRECTORS
Mr. A. F. Neterwala was appointed as a Director by the Board, in the
vacancy caused by the demise of Mr. D. M. Neterwala on 7th August,
2013, in terms of Section 262 of the Companies Act, 1956. The Company
has received Notice from a Member pursuant to the provisions of Section
160 of the Companies Act, 2013 (Corresponding Section 257 of the
Companies Act, 1956) proposing the appointment of Mr. A. F. Neterwala
at the ensuing Annual General Meeting.
in terms of the relevant provisions of Articles of Association of the
Company, and the Companies Act, 1956 Mr. P. Subrahmanyam and Mr. H. R.
Prasad retire by rotation and being eligible, offer themselves for
reappointment. Pursuant to the provisions of Section 149 (10) of the
Companies Act, 2013 their reappointment is proposed for a period of 5
years, and they will not be liable to retire by rotation during their
tenure.
in terms of the provisions of Sections 149, 150, 152 and all other
applicable provisions of the Companies Act 2013 and the rules
prescribed there under, the non-retiring independant Directors shall be
appointed within12 months from 1st April 2014. To comply with these
provisions Mr. K. M. Elavia, Mr. M. P. Bharucha and Mr. F. K.
Banatwalla, independant Directors are proposed to be appointed for a
period of 5 (Five) years and would not be liable to retire by
rotataion.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors,
based on the representations received from the Operating Management,
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
(ii) in consultation with the Statutory Auditors, appropriate
accounting policies have been followed and applied consistently and
judgments and estimates have been made that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at March 31,2014 and of the profit for year ended on that
date;
(iii) To the best of their knowledge and ability, proper and sufficient
care has been taken for the maintenance of adequate accounting records
in accordance with the applicable provisions of the Companies Act,1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities, if any;
(iv) The annual accounts have been prepared on a going concern basis.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.
The information required to be given under section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees
Rules), 1975 as amended. However in terms of section 219 (1) (b) (iv)
of the companies Act 1956, the Annual Report is circulated to members
excluding the aforesaid information. Any member interested to obtain
the said information may write to the company secretary at the
Registered office of the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
The particulars as required to be disclosed pursuant to 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 are given
in Annexure - i forming a part of this Report and Note No. 33 & 34 of
"Notes to the Financial Statements".
CORPORATE GOVERNANCE
in terms of the Listing Agreement, Management Discussion & Analysis
Report is annexed and forms part of the Annual Report. A report on
corporate Governance along with the Auditors'' certificate on its
compliance is also annexed which is forming part of the Annual Report.
STATUTORY AUDITORS
The Members are requested to appoint the Auditors for the current year
and fix their remuneration. Messrs. Ford, Rhodes, Parks & co.,
chartered Accountants, Mumbai, the existing Auditors of the company
have furnished the certificate of their eligibility for reappointment
under Section 141 of the companies Act, 2013. (corresponding Section
224 of the companies Act, 1956).
SECRETARIAL AUDITOR
The provisions of Section 204 of the companies Act, 2013 read with
Section 134 (3) of the companies Act, 2013, mandates Secretarial Audit
of the company to be done from the financial year commencing on and
after 1st April, 2014 by a company Secretary in Practice which is
required to be annexed with the Board Report for the financial year
2014-15 onwards. The Board has therefore considered and appointed M/s.
Kaushik M. Jhaveri & co. company Secretary in practice as Secretarial
Auditor for the financial year 2014-15.
APPRECIATION
Your Directors place on record their appreciation of the continued
support, cooperation and assistance from our shareholders, customers,
suppliers, employees and employees'' union and other business associates
including various agencies of the central and State Governments and
Bankers.
on Behalf of the Board of Directors
F.D. Neterwala
Mumbai, 30th May, 2014. chairman
Mar 31, 2013
To the Members,
The Directors have pleasure in presenting herewith their Fortieth
Annual Report with the Audited Accounts of the Company for the year
ended March 31, 2013.
OPERATIONS AND FINANCIAL RESULTS
SUMMARY OF FINANCIAL RESULTS
Rs. lacs
Particulars 2012-13 2011-12
Revenue from Operations (Gross) 7608.43 6653.27
Less: Excise Duty & Sales Tax 671.45 615.27
Revenue from Operations (Net) 6936.98 6038.00
Add: Other income 227.06 207.51
Total Revenue 7164.04 6245.51
Profit before Depreciation 1191.65 1294.29
Less: Depreciation 128.08 145.97
Profit Before Tax 1063.57 1148.32
Less: Provision for Income Tax 365.00 379.00
Add: Income Tax adjustment for previous years (7.16) 9.75
Add: Deferred Tax adjustment for the
previous year 19.56 12.25
Profit After Tax 710.97 791.32
Balance brought forward 3179.95 2568.97
Profit Available for Appropriation 3890.92 3360.29
Proposed Dividend on Equity Shares 69.13 69.13
Dividend Tax on the above 11.21 11.21
Transferred to General Reserve 75.00 100.00
Surplus Carried to Balance Sheet 3735.58 3179.95
DIVIDEND
Your Directors recommend a dividend of Rs. 3.50 per Equity Share of
nominal value of Rs. 10 each (i.e. 35%) for the year ended March 31,
2013. The total outgo towards dividend on Equity Shares together with
dividend tax amounts to Rs. 80.34 Lacs.
OPERATIONS
Despite sluggish trend in the domestic market during the year, the
turnover for the year was higher by 15%, compared to the previous year
thanks to the rise in exports by 46%. The profit after tax for the year
under review is Rs. 7.11 Crs as against Rs. 7.91 Crs of the previous
year. The decline in profits was mainly on account of price pressures
coupled with rising power costs.
PROSPECTS
The current scenario in the domestic market continues to be sluggish.
The industrial segments we cater to are experiencing a demand crunch
and the new projects are also getting deferred. The Company is trying
to overcome the impact of slowdown in its traditional market segment by
exploring new geographies, new products and new segments. A beginning
has been made by establishing contacts with some new overseas potential
customers.
NEW PROJECT
In view of the company''s plan to enter into high integrity static
castings and to improve the current capabilities, work on the execution
of the Greenfield Project at Dharwad was expedited. The project
however, has got slightly delayed due to the Courtis restrictions on
stone quarrying and crushing and delay in getting electric power from
the dedicated 33 KV electricity line. The Project with expected capital
outlay of approximately Rs. 44 Crs. is in advance stages and is
expected to be operational soon after the power is charged to our
substation.
QUALITY MANAGEMENT
The Company''s commitment to high standards of quality continues against
competitive price pressures. The Quality Management System of the
company was recertified to ISO 9001:2008 in this year.
ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to the highest level of safety, health and
environment for all its stake holders - employees, customers, vendors,
business associates and neighbourhood. Company''s operations are
certified for ISO 14001 and OHSAS 18001.
HUMAN RESOURCE MANAGEMENT
Focused H.R. initiatives are being taken for training and development.
The relations between the employees and the management continue to
remain cordial.
DIRECTORS
Your Directors report with profound regret the sad demise on 31st May,
2013 of Mr. D. M. Neterwala. He was the founder Director and more
lately Chairman Emeritus of the Company. His business acumen, sagacity,
foresight and vision contributed to the consistent growth and
development of your Company. Your Directors record their appreciation
of his outstanding leadership and invaluable contribution to the
Company.
In terms of the relevant provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. R. B. Mehta, Mr. F. D.
Neterwala and Mr. K. M. Elavia retire by rotation and being eligible,
offer themselves for reappointment.
Mr. M. K. Fondekaris term as the Whole time Director, designated as
Executive Director of the Company, made with the approval of the
Members at the 38th Annual General Meeting of the Company held on 25th
August, 2011 comes to an end on 30th June, 2013. In recognition of his
outstanding contribution and leadership, your Directors, on the
recommendation of the Remuneration Committee, have reappointed Mr. M.
K. Fondekar as the Whole time Director designated as Executive Director
of the Company for a further term of 1 year with effect from 1st July,
2013, on revised terms. His reappointment and terms thereof are subject
to approval of the members of the Company at the ensuing Annual General
Meeting.
DIRECTORS RESPONSIBILITY statement
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors,
based on the representations received from the Operating Management,
confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
(ii) In consultation with the Statutory Auditors, appropriate
accounting policies have been followed and applied consistently and
judgments and estimates have been made that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2013 and of the profit for year ended on that
date;
(iii) To the best of their knowledge and ability, proper and sufficient
care has been taken for the maintenance of adequate accounting records
in accordance with the applicable provisions of the Companies Act,1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities, if any;
(iv) The annual accounts have been prepared on a going concern basis.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.
The information required under section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended by the Companies (Particulars of Employees) Amended Rules, 2011
is not furnished as there is an no employee drawing remuneration
exceeding the prescribed limits.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required to be disclosed pursuant to 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 are given
in Annexure - I and form a part of this Report.
CORPORATE GOVERNANCE
In terms of the Listing Agreement, Management Discussion and Analysis
Report is annexed and forms part of the Annual Report. A report on
Corporate Governance along with the Auditors'' Certificate on its
compliance is also annexed forming part of the Annual Report.
STATUTORY AUDITORS
The members are requested to appoint the Auditors for the current year
and fix their remuneration. Messrs. Ford, Rhodes, Parks & Co.,
Chartered Accountants, Mumbai, the existing Auditors of the Company
have furnished the Certificate of their eligibility for reappointment
under Section 224 (1) of the Companies Act, 1956.
COST AUDITORS
Pursuant to the Companies (Cost Accounting Report) Rules, 2011 read
with Section 233B of the Companies Act, 1956 the audit of the Cost
Records of the Company have to be done by a Cost Auditor approved by
the Central Government. In Compliance with the requirement your
Directors have appointed Mr. K. R. Vaidyanathan as Cost Auditor for the
financial 2013-14.
APPRECIATION
Your Directors place on record their appreciation of the continued
support, cooperation and assistance from our shareholders, customers,
suppliers, employees and employeesDunion and other business associates
including various agencies of the Central and State Governments and
Bankers.
On Behalf of the Board of Directors
F. D. Neterwala
Mumbai, 3rd June, 2013. Chairman
Mar 31, 2012
The Directors have pleasure in presenting herewith their Thirty-Ninth
Annual Report with the Audited Accounts of the Company for the year
ended March 31, 2012.
OPERATIONS AND FINANCIAL RESULTS
SUMMARY OF FINANCIAL RESULTS
The attached Balance Sheet as at 31 st March, 2012 and the Statement of
Profit & Loss Account for the year ended 31st March, 2012 are in the
new formats prescribed under the revised Sixth Schedule to the
Companies Act, 1956 which has become effective from the financial year
that commenced on 1st April, 2011. However, the following figures are
collated and presented for ready reference and comparison:
Rs in lacs
Particulars 2011-12 2010-11
Gross Sales 6653.27 5655.06
Less: Excise Duty & Sales Tax 615.27 497.53
Net Sales 6038.00 5157.53
Add: Other income 207.51 132.32
Total income 6245.51 5289.85
Profit before Depreciation 1294.29 1249.10
Less: Depreciation 145.97 129.96
Profit Before Tax 1148.32 1119.14
Prior Year Adjustment (Note No. 28) - 44.25
Less: Provision for Income Tax 379.00 377.50
Add: Income Tax adjustment for previous years 9.75 3.96
Add: Deferred Tax adjustment for the previous year 12.25 4.78
Profit After Tax 791.32 794.63
Balance brought forward 2568.97 1938.42
Profit Available for Appropriation 3360.29 2733.05
Proposed Dividend on Equity Shares 69.13 55.30
Dividend Tax on the above 11.21 8.78
Transferred to General Reserve 100.00 100.00
Surplus Carried to Balance Sheet 3179.95 2568.97
DIVIDEND
Your Directors recommend a dividend of Rs. 3.50/- per Equity Share of
nominal value of Rs. 10 each (i.e. 35%) for the year ended March 31,
2012. The total outgo towards dividend on Equity Shares together with
dividend tax amounts to Rs. 80.34 Lacs.
OPERATIONS
Despite inflationary trend in the domestic market and sluggish recovery
in overseas markets, the turnover for the year was higher by 17.7%,
compared to the previous year.
PROSPECTS
The latter half of the year under review witnessed the revival of
growth in the Decanter Segment, both in domestic and export segments.
The revival augurs well for the Company's Decanter business. The
business in the Iron Segment and Petro Segment pose challenges which
the Company is trying to overcome with development of new , products
and tie-ups.
NEW PROJECT
With the revival in the Decanter Segment, the work on execution of the
Project at Dharwad has been expedited. The Project with expected
capital outlay of Rs.44 Crs. is scheduled to be operational by the end
of the financial year 2012-13.
QUALITY MANAGEMENT
The Company's commitment to high standards of quality continues
against competitive price pressures. ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to the highest level of safety, health and
environment for all its stake holders - employees, customers, vendors,
business associates and neighbourhood. Company's operations were
certified for ISO 14001 and OHSAS 18001 in June 2011.
HUMAN RESOURCE MANAGEMENT
Focused H.R. initiatives are being taken for training and development.
The relations between the employees and the management continue to
remain cordial. It is in the spirt of this cordiality that a new wage
settlement has been negotiated with the representative Union of the
Workers.
DIRECTORS
Mr. M. P. Bharucha was appointed as a Director in the vacancy caused by
the death of Mr. E. B. Desai. In terms of Section 262 of the Companies
Act, 1956 Mr.Bharucha holds office of Director till the date of the
ensuing Annual General Meeting. The Company has received Notice from a
Member pursuant to the provisions of Section 257 of the Companies Act,
1956 proposing the appointment of Mr.Bharucha as a Director at the
ensuing Annual General Meeting.
Mr. Farokh Banatwalla was appointed as an Additional Director on 29th
May, 2012 by the Board of Directors of the Company. In terms of Section
260 of the Companies Act, 1956 Mr. Banatwalla holds the office of
Director till the date of the ensuing Annual General Meeting. The
Company has received Notice from a Member pursuant to the provisions of
Section 257 of the Companies Act, 1956 proposing the appointment of
Mr.Banatwalla as a Director at the ensuing Annual General Meeting.
In terms of the relevant provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. P. Subrahmanyam and Mr. H.
R. Prasad retire by rotation and being eligible, offer themselves for
reappointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors,
based on the representations received from the Operating Management,
confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
(ii) In consultation with the Statutory Auditors, appropriate
accounting policies have been followed and applied consistently and
judgments and estimates have been made that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2012 and of the profit for year ended on that
date;
(iii) To the best of their knowledge and ability, proper and sufficient
care has been taken for the maintenance of adequate accounting records
in accordance with the applicable provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities, if any;
(iv) The annual accounts have been prepared on a going concern basis.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.
The information required under section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended by the Companies (Particulars of Employees) Amended Rules, 2011
is not furnished as there is an no employee drawing remuneration
exceeding the prescribed limits.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required to be disclosed pursuant to 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 are given
in Annexure -1 and form a part of this Report.
CORPORATE GOVERNANCE
In terms of the Listing Agreement, Management Discussion and Analysis
Report is annexed and forms part of the Annual Report. A report on
Corporate Governance along with the Auditors' Certificate on its
compliance is also annexed forming part of the Annual Report.
AUDITORS
The members are requested to appoint the Auditors for the current year
and fix their remuneration. Messrs. Ford, Rhodes, Parks & Co.,
Chartered Accountants, Mumbai, the existing Auditors of the Company
have furnished the Certificate of their eligibility for reappointment
under Section 224 (1) of the Companies Act, 1956.
COST AUDITORS
Pursuant to the Companies (Cost Accounting Records) Rules, 2011 read
with Order dated 30th June, 2011 of the Government of India, Ministry
of Corporate Affairs, Cost Audit Branch, New Delhi, the Company is
required to get its cost accounting records, in respect of the
financial year commencing from 1st April, 2011 audited by a Cost
Auditor. In compliance with the requirement, your Directors have
appointed Messrs.Kirit Mehta & Co. as Cost Auditors.
APPRECIATION
Your Directors place on record their appreciation of the continued
support, cooperation and assistance from our shareholders, customers,
suppliers, employees and employees' union and other business
associates including various agencies of the Central and State
Governments and Bankers.
On Behalf of the Board of Directors
F. D. Neterwala
Mumbai, 29th May, 2012 Chairman
Mar 31, 2011
To the Members,
The Directors have pleasure in presenting herewith their thirty-eighth
annual report with the audited accounts of the company for the year
ended March 31, 2011.
OPERATIONS AND FINANCIAL RESULTS
SUMMARY OF FINANCIAL RESULTS
Figures in Rs. lacs
Particulars 2010-11 2009-10
Gross Sales 5486.93 6813.61
Less: excise Duty & sales tax 497.53 512.41
Net Sales 4989.40 6301.20
Add: other income 292.33 227.22
Total income 5281.73 6528.42
Profit before Depreciation 1249.10 1338.22
Less: Depreciation 129.96 143.82
Profit Before Tax 1119.14 1194.40
prior Year Adjustment
(Note No. 5) 44.25 Nil
Less: provision for
income tax 377.50 414.00
Less: income tax adjustment
for previous years (3.96) 3.65
Less: Deferred tax
adjustment for the previous year (4.78) 1.08
Profit After Tax 794.63 775.67
Balance brought forward 1938.42 1420.52
Profit Available for
Appropriation 2733.05 2196.19
proposed Dividend on
equity shares 55.30 49.38
Dividend tax on the above 8.78 8.39
Transferred to General reserve 100.00 200.00
Surplus Carried to Balance
Sheet 2568.97 1938.42
DIVIDEND
your Directors are pleased to recommend a dividend of Rs. 2.80/- per
equity share of face value of Rs. 10 each (i.e. 28%) for the year
ended March 31, 2011. the total outgo towards dividend on equity shares
amounts to Rs. 64.08 lakhs including dividend tax.
OPERATIONS
Continued recessionary trend in the CompanyÃs major market segment and
significantly in the export segment have resulted in reduction in
turnover by 21% as compared to the previous year. Despite this, the
profit after tax for the year under review is Rs. 7.95 crs. as against
Rs.7.76 crs, of the previous year due to adroit cost management on
various fronts. By focused measures the material cost was brought down
significantly without in any way compromising on the quality of the
companyÃs products.
PROSPECTS
with visible signs of recovery in the companyÃs targeted export market
and strategies drawn out for improved domestic products portfolio, the
current year sales and profit are expected to be better then those of
the year under report.
The requisite approvals from Karnataka industrial Development Board are
expected to be in hand soon, and the construction work for the new
manufacturing plant at Dharwad, Karnataka is planned to be started in
the current year.
QUALITY MANAGEMENT
The company stands committed to maintain high standards of quality and
service by involving its employees, vendors, contractors and by
interaction with the customers.
BEST SUPPLIER AWARD
we are pleased to inform that as a recognition of the companyÃs overall
performance, based on the rating of the suppliers of the Delivery,
Quality and other parameters such as responsiveness and Flexibility,
Alfa Laval, one of our major customer, selected our company as the
Supplier for the year 2010Ã from their indian supplier base catering to
their Indian as well as global operations. the award was presented to
the company on 8th March, 2011.
DISINVESTMENTS
considering all aspects of the current business environment, it was
felt that it was in the best interest of the company to accept Manoir
industries (France) offer to purchase our share of the equity of Manoir
Petro India limited.
ENVIRONMENT, HEALTH AND SAFETY
The company is committed to the highest level of concern in providing
safe and healthy environment for all its stake holders, employees,
customers, vendors, business associates and neighbourhood.
HUMAN RESOURCE MANAGEMENT
Training and skill development are key H. R. initiatives. The relations
between the employees and the management continue to remain cordial.
DIRECTORS
Mr.E.B. Desai passed away on 24th December, 2010. in condoling his
death, the Board has placed on record its deep appreciation of his
outstanding contribution and strong legal support. Mr. M. p. Bharucha,
solicitor and head of legal firm of Bharucha and partners, was
appointed as a Director on the Board, in the vacancy caused, in terms
of the provisions of section 262 of the companies act, 1956.
In terms of the relevant provisions of the companies act, 1956 and
Articles of Association of the company, Mr.D. M. Neterwala, Mr. F. D.
Neterwala and Mr. K. M. Elavia retire by rotation and being eligible,
offer themselves for reappointment.
Mr. M. K. FondekarÃs term of appointment as the Wholetime Director,
designated as executive Director of the company, made with the approval
of the Members at the annual General Meeting of the company held on
17th august, 2009 comes to an end on 30th June, 2011. in recognition of
his outstanding contribution and leadership your Directors have
reappointed Mr. M. K. Fondekar as the wholetime Director designated as
executive Director of the company for a term of 2 years with effect
from 1st July, 2011, on revised terms. his reappointment and terms
thereof are subject to approval of the members of the company at the
ensuing annual General Meeting.
DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to section 217(2aa) of the companies act, 1956 the Directors,
based on the representations received from the operating Management,
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
(ii) in consultation with the statutory auditors, appropriate
accounting policies have been followed and applied consistently and
judgments and estimates have been made that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
company as at March 31, 2011 and of the profit for year ended on that
date;
(iii) to the best of their knowledge and ability, proper and sufficient
care has been taken for the maintenance of adequate accounting records
in accordance with the applicable provisions of the companies act,1956
for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities, if any;
(iv) the annual accounts have been prepared on a going concern basis.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.
The information required under section 217 (1)(e) of the companies act,
1956 read with the companies (Disclosure of particulars in the report
of the Board of Directors) rules, 1988 as amended by the companies
(particulars of employees) amended rules, 2011 is not furnished as
there is no employee drawing remuneration exceeding the prescribed
limit.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required to be disclosed pursuant to 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 are
given in annexure à i and form a part of this report.
CORPORATE GOVERNANCE
In terms of the listing agreement, Management Discussion and analysis
report is annexed and forms part of the annual report. a report on
corporate Governance along with the auditorsà certificate on its
compliance is also annexed forming part of the annual report.
AUDITORS
the Members are requested to appoint auditors for the current year and
fix their remuneration. Messrs. Ford, rhodes, parks & co., chartered
accountants, Mumbai, the existing auditors of the company have under
section 224 (1) of the companies act, 1956 furnished certificate of
their eligibility for reappointment.
APPRECIATION
your Directors place on record their appreciation of the continued
support, cooperation and assistance from our customers, suppliers,
shareholders, employees and employeesà union and other business
associates including various agencies of the central and state
Governments and Bankers.
On Behalf of the Board of Directors
F. D. Neterwala
Chairman
Mumbai, June 28, 2011
Mar 31, 2010
The Directors have pleasure in presenting herewith their Thirty-Seventh
Annual Report together with the audited accounts of the Company for the
year ended March 31, 2010.
OPERATIONS AND FINANCIAL RESULTS
SUMMARY OF FINANCIAL RESULTS
Figures in Rs. Lacs
Particulars 2009-10 2008-09
Gross Sales 6813.61 6830.76
Less: Excise Duty & Sales Tax 512.41 556.09
Net Sales 6301.20 6274.67
Add: Other income 227.22 214.13
Total income 6528.42 6488.80
Profit before Depreciation 1338.22 1319.67
Less: Depreciation 143.82 125.06
Profit Before Tax 1194.40 1194.61
Add: Exceptional Item - Transfer
of commercial rights - 283.82
Less: Provision for Income Tax 414.00 478.00
Less: Income Tax adjustment for prior years 3.65 1.21
Less: Fringe Benefit Tax - 4.50
Less: Deferred Tax adjustment for the
year - Debit / (Credit) 1.08 5.14
Profit After Tax 775.67 989.58
Balance brought forward 1420.52 575.63
Profit Available for Appropriation 2196.19 1565.21
Dividend on Preference Shares - 3.64
Proposed Dividend on Equity Shares 49.38 34.56
Dividend Tax on the above 8.39 6.49
Transferred to General Reserve 200.00 100.00
Surplus Carried to Balance Sheet 1938.42 1420.52
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 2.50/- per
Equity share (i.e. 25 %) on Equity shares of Rs.10/- each for the year
ended March 31, 2010. The total outgo towards dividend on equity shares
amounts to Rs. 57.77 lakhs including dividend tax.
INVESTMENTS
During the year the Company made an investment in 3,00,000 equity
shares (Previous year 6,66,700 equity shares ) of face value of Rs.
10/- each aggregating to Rs.30,00,000 ( Previous year Rs.66,67,000) in
Manoir Petro India Ltd. under JV Agreement with Manoir Industries,
France, to undertake marketing and manufacturing of reformer tubes and
products defined in the JV Agreement.
PROSPECTS
Total orders on hand as of March 31, 2010 were to the tune of Rs. 11.31
Crores comprising of about Rs. 8.49 Crores for domestic market and
about Rs. 2.82 Crores for export market. The trend indicates that
barring unforeseen circumstances, the gross sales during the year
2010-11 is expected to be better than the year under report.
With the growth projections expected and based on our business
strategies, the existing capabilities are being augmented and a brand
new factory is being planned at Dharwad.
QUALITY MANAGEMENT
The Company is committed to supply products and services conforming to
customer requirements by involving employees, vendors, sub-contractors
and customers to achieve its vision of being a cost-efficient global
supplier of quality products.
HUMAN RESOURCE MANAGEMENT
The management and the employees have continued to maintain harmonious
and cordial relationship during the year. As part of the organizational
development objective, the Company has implemented various HR
initiatives to improve competency and versatility of human capital.
ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to the highest level of concern for
Environment, Health & Safety (EHS) of our employees, customers,
business associates and neighboring occupants and to continual
improvement of EHS performance by prevention of pollution, compliance
with applicable rules and regulations, ensuring safe working conditions
with active involvement of all concerned.
INFORMATION TECHNOLOGY
The Company continues to invest in IT infrastructure to facilitate
accurate, reliable and on-line information for effective and efficient
management of resources to achieve its above business objectives.
DIRECTORS
In terms of the relevant provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. E. B. Desai, Mr. H. R.
Prasad and Mr. R. B. Mehta retire by rotation and being eligible, offer
themselves for reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors,
based on the representations received from the Operating Management,
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
(ii) in consultation with the Statutory Auditors, appropriate
accounting policies have been followed and applied consistently and
judgments and estimates have been made that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2010 and of the profit for the year ended on
that date;
(iii) to the best of their knowledge and ability, proper and sufficient
care has been taken for the maintenance of adequate accounting records
in accordance with the applicable provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities, if any;
(iv) the annual accounts have been prepared on a going concern basis.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.
The information required under section 217(1 )(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 is given in Annexure-I and forms
part of this Report.
In accordance with the provisions of Section 217(2A) read with the
Companies (Particulars of employees) Rules, 1975, the names and other
particulars of the employees are to be set out in the Directors
Report, as an addendum thereto. However, as per the provisions of
section 219(1)(b)(iv) of the Companies Act, 1956, the Report and
accounts as therein set out, are being sent to all members of the
Company excluding the aforesaid information about the employees. Any
member, who is interested in obtaining such particulars about
employees, may write to the Company Secretary at the Registered Office
of the Company.
AUDITORS
The members are requested to appoint Auditors for the current year and
fix their remuneration. Messrs. Ford, Rhodes, Parks & Co., Chartered
Accountants, Mumbai, the existing Auditors of the Company have under
Section 224 (1) of the Companies Act, 1956 furnished certificate of
their eligibility for reappointment.
CORPORATE GOVERNANCE
In terms of the Listing Agreement, Management Discussion and Analysis
Report is annexed and forms part of the Annual Report. A report on
Corporate Governance along with the Auditors Certificate on its
compliance is also annexed forming part of the Annual Report.
APPRECIATION
Your Directors would like to place on record their appreciation of the
consistent support, cooperation and assistance from our customers,
suppliers, shareholders, employees and other business associates
including various agencies of the Central and State Governments and
Bankers for their continued understanding, assistance and support.
On Behalf of the Board of Directors
F. D. Neterwala
Mumbai, May 28, 2010 Chairman