Mar 31, 2016
To
The Members
Kaiser Corporation Limited
Mumbai.
Your Directors are pleased to present the Twenty Third Annual Report of your Company with the Audited Accounts for the year ended March 31, 2016.
FINANCIAL RESULTS
FINANCIAL PERFORMANCE AND FUTURE PROSPECTS:
A mo u nt in Rs.
March 31st 2016 |
March 31st 2015 |
|
Sales Income |
247,065,646 |
214,725,730 |
Other Income |
3,190,485 |
2,581,667 |
Total Income |
250,256,131 |
217,307,397 |
Expenditure |
2,32,531,369 |
2,02,323,160 |
Finance Cost |
4,646,847 |
5,275,994 |
Depreciation / Amortization |
4,067,352 |
4,624,357 |
Profit/Loss before taxes |
90,10,563 |
5,083,886 |
Extra-ordinary items |
- |
- |
Income tax Current |
(2,055,622) |
(1,197,000) |
Mat credit entitlement |
10,622 |
61,711 |
Income tax Deferred |
305,486 |
(390,316) |
Prior period tax adjustment |
30,393 |
(87,948) |
Profit/(Loss) after tax (before share of profit/(loss) |
73,01,142 |
3,470,333 |
from associates and minority interest) |
||
Share of profit/ (loss) from associates |
8,162 |
28,039 |
Share of minority interest |
(3,485,975) |
(1,528,486) |
Adjustment on account of further investment in subsidiary company |
- |
- |
Share of loss of cessation of subsidiary company |
- |
- |
Profit/ (Loss) for the year |
38,23,329 |
1,969,886 |
Your Company posted a total income of Rs. 250,256,131/- compared to the income of Rs. 217, 307,397/- for the previous year and the net profit o Rs. 9,010,563/- compared to the net profit of Rs. 5, 083,886 - for the previous year. The Turnover of the company has increased marginally as compared to the previous year; however the net profit for the year i:;reused substantially compared to the net profit to the previous year. Your Directors are sure that the company will be able to show further better results in the current year.
Your company is presently in the business of Compounding for Heat shrinkable accessories, jointing kits, Trunkey project management, engineering services and printing of labels, packaging materials, Magazines and articles of stationery, but the printing business is not presently lucrative.
Your Directors are aggressively looking towards other business activities by entering into various joint ventures and other business activities which will provide a good platform to your Company to expand globally.
Your Directors are now focusing on increasing the production Your Company plans to enter niche areas where there are good sales potentials with relatively low competition and fully exploit its capabilities to produce the latest generics.
DIVIDEND:
Your directors do not recommend any dividend for the year ended March 31 2016.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The particulars required to be stated as per the provisions of Section 134(3) (m) of The Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to your Company.
FOREIGN EXCHANGE EARNINS AND OUTGO:
Foreign Exchange Earnings: Export of Goods - Rs. 362.01 Foreign Exchange Outgo: - Rs. 234.07
DEPOSITORY SYSTEM:
Details of the Depository System are given in the section ''Additional Information'' which forms a part of the Corporate Governance Report and is attached with the Annual Accounts.
DIRECTORS:
As per the provisions of section 152 of the Companies Act 2013 Mr. Bhushanlal Arora retires by rotation and being eligible for appointment offers herself for re-appointment.
The Company has received the necessary declaration from each Independent Director in accordance with section 149(7) of the Companies Act 2013, that he/she meets the criteria of Independence as laid down in sub-section 6 of Section 149 of The Companies Act 2013, and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Jehangir R Patel the Managing Director of the company resigned from the Board with effect from 1st July 2015. The Board of Directors placed on record the warm and sincere appreciation of active services, wise counsel and guidance rendered by Mr. Jehangir R Patel to the company over the long period of his tenure as the Chairman and Managing Director of the company.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Act, the Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure effectiveness of Board process, participation in the long-term strategic planning, information, functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc.
The Board reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
TRAINING AND HUMAN RESOURCE MANAGEMENT:
Morale of our professionals continued to be high. The Company continues to put concerted efforts in recruiting quality people. Development and training programs are undertaken were key focus is being given to areas being employee development, growth and satisfaction along with employee relations during the year. The relationship between management and employees continues to be one of mutual respect, appreciation and cordial.
AUDITORS:
The Auditors M/s. Suresh Surana & Associates LLP Mumbai Chartered Accountants (ICAI Registration No: 121750W/W-100010) hold the office until from the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment as the Auditors of the company. Members are requested to consider their re-appointment and to fix their remuneration for the year ended 31st March 2017.
The Company has received a confirmation from M/S. Suresh Surana & Associates LLP to the effect that their appointment, if made, will comply with the eligibility criteria in terms of Section 141 (3) of The Companies Act, 2013.
SECRETARIAL AUDIT:
In terms of Section 204 of the Act and Rules made there under, Mr. G S Jambekar, Practicing Company Secretary, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is annexed as Annexure I to this Report. The report is self-explanatory and does not call for any further comments.
DETAILS OF SIGNIFICANT MATERIAL ORDERS:
No significant and material orders were passed by the regulators or the courts or tribunals that may have an impact on the going concern status and Company''s operations in foreseeable future.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is annexed as Annexure II to this Report.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, and Secretarial Auditors and External consultant(s) and the reviews performed by management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.
Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
(b) they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a âgoing concern basisâ;
(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the year the company has not given any new loans and any investments and has not provided any Guarantees except those which are already mentioned in the audited accounts of the company.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
The company had two subsidiaries as on 31 March 2016.
The consolidated financial statements of the company and all its subsidiaries is prepared in accordance with the accounting standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the consolidated financial statements of the company.
Pursuant to the provisions of Section 136 of the Act, the financial statements of the company consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the company.
The annual accounts of the subsidiaries and related detailed information will be kept at the registered office of the company, as also at the registered offices of the respective subsidiary companies and will be available to Investors seeking information at any time.
BOARD MEETINGS AND COMMITTEE MEETINGS:
1. Five (5) Board meetings were held during the year. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.
2. Four (4) Audit Committee meetings and one (1) Remuneration Committee meeting were held during the year. The details of the Audit Committee and the details of the Remuneration Committees meetings and the attendance of the Directors are provided in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS:
All related party transactions entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Agreement. The details of the transactions with related parties are provided in the accompanying financial statements.
There were no materially significant related party transactions made by the Company during the year that would have required members approval under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements), 2015. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.
VIGIL MECHANISM/ WHISTLEBLOWER POLICY:
The Company has adopted a Whistleblower Policy, to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE:
Pursuant to Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 the Management Discussion and Analysis and the Corporate Governance Report, as required under Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is presented in a separate section forming part of the Annual Report.
ACKNOWLEDGMENTS:
The Company would like to acknowledge all its stakeholders, Bank of India, SBI and HDFC Bank and its customers, key partners for their support and all its employees for their dedication and hard work.
The Directors appreciate the continued guidance received from various Regulatory Authorities including RBI, SEBI, Ministry of Corporate Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Income Tax and Sales Tax Authorities.
On Behalf of the Board of Directors
Bhushanlal Arora
Chairman
Place: Mumbai
Date: 30/05/2016
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Twenty Second Annual Report
of your Company with the Audited Accounts for the year ended March 31,
2015.
FINANCIAL RESULTS
FINANCIAL PERFORMANCE AND FUTURE PROSPECTS: Amount in Rs.
March 31st March 31st
2015 2014
Sales Income 214,725,730 181,269,088
Other Income 2,581,667 1,320,420
Total Income 217,307,397 182,589,508
Expenditure 2,02,323,160 1,66,855,420
Finance Cost 5,275,994 6,158,322
Depreciation / Amortization 4,624,357 4,041,187
Profit/Loss before taxes 5,083,886 5,534,579
Extra-ordinary items - -
Income tax Current (1,197,000) (1,178,359)
Mat credit entitlement 61,711 71,810
Income tax Deferred (390,316) 84,540
Prior period tax adjustment (87,948) (5,056)
Profit/(Loss) after tax (before
share of profit/(loss) 3,470,333 4,507,514
from associates and minority interest)
Share of profit/ (loss) from associates 28,039 10301
Share of minority interest (1,528,486) (1,976,169)
Adjustment on account of further
investment in - -
subsidiary company
Share of loss of cessation of
subsidiary company - -
Profit/ (Loss) for the year 1,969,886 2,541,646
Your Company posted a total income of Rs.217, 307,397/- compared to the
income of Rs. 182,589,508/- for the previous year and the net profit of
Rs.5, 083,886/-compared to the net profit of Rs. 5,534,579/- for the
previous year. The Turnover of the company has increased as compared to
the previous year on account of increase in the business activities;
however the net profit for the year reduced compared to the net profit
to the previous year on account of increase in the overhead expenses.
Your Directors are sure that the company will be able to show better
results in the current year.
The line of business activities of your company have changed and your
company is presently in the business of Compounding for Heat shrinkable
accessories, jointing kits, Trunkey project management, engineering
services and printing of labels, packaging materials, Magazines and
articles of stationery, but the printing business is not presently
lucrative and the revenue from printing business is hardly 2.34% of the
total turnover of the company
Your Directors are aggressively looking towards other business
activities by entering into various joint ventures and other business
activities which will provide a good platform to your Company to expand
globally.
DIVIDEND:
Your directors do not recommend any dividend for the year ended March
31 2015.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and outgo:
The particulars required to be stated as per the provisions of Section
134(3) (m) ofTheCompanies Act, 2013 relating to conservation of energy
and technology absorption do not apply to your Company.
FOREIGN EXCHANGE EARNINS AND OUTGO:
Foreign Exchange Earnings: Export of Goods - Rs. 255.71 Lacs Foreign
Exchange Outgo: - Rs.237.96 Lacs DEPOSITORY SYSTEM:
Details of the depository system are given in the section 'Additional
Information' which forms a part of the Corporate Governance Report and
is attached with the Annual Accounts.
Subsidiary Companies and consolidated financial statements.
The company had two subsidiaries as on 31 March 2015.
The consolidated financial statements of the company and all its
subsidiaries is prepared in accordance with the accounting standard 21
issued by the Institute of Chartered Accountants of India, form part of
the Annual Report and are reflected in the consolidated financial
statements of the company
Pursuant to the provisions of Section 136 of the Act, the financial
statements of the company consolidated financial statements along with
relevant documents and separate audited accounts in respect of
subsidiaries are available on the website of the company.
The annual accounts of the subsidiaries and related detailed
information will be kept at the registered office of the company, as
also at the registered offices of the respective subsidiary companies
and will be available to Investors seeking information at any time.
Directors:
All the Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149 (6) of the
Act and Clause 49 of the Listing Agreement entered into with the Stock
Exchanges. In the opinion of the Board, they fulfill the conditions of
independence as specified in the Act and the Rules framed there under
and are independent of the management.
Annual Evaluation of Board Performance and Performance of its
Committees and of Individual Directors:
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreements, the Board of Directors has carried out an annual evaluation
of its own performance, Board committees and individual directors.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the
board composition and structure effectiveness of Board process,
participation in the long-term strategic planning, information and
functioning etc.
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee members on the basis of the criteria
such as the composition of committees, effectiveness of Committee
meetings, etc.
The Board reviewed the performance of the Individual Directors on the
basis of the criteria such as the contribution of the Individual
Director to the Board and committee meetings, preparedness on the
issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated
on the key aspects of his role.
TRAINING AND HUMAN RESOURCE MANAGEMENT:
Morale of our professionals continued to be high. The Company continued
to put concerted efforts in recruiting, Capacity building through
leadership development programs and 'Train the Trainer' programs were
other key focus areas during the year.
AUDITORS:
The Auditors M/s. Suresh Surana & Associates LLP Mumbai Chartered
Accountants (ICAI Registration No.: 121750W/W-100010) hold the office
until the conclusion of the ensuing Annual General Meeting and they are
eligible for reappointment as the Auditors. Members are requested to
consider their re-appointment and to fix their remuneration for the
year ended on 31 March 2016. There appointment will be as per the
provisions of section 139 of The Companies Act, 2013
The Company has received a confirmation from M/S. Suresh Surana&
Associates LLP to the effect that their appointment, if made, will
comply with the eligibility criteria in terms of Section 141 (3) of The
Companies Act, 2013.
SECRETARIAL AUDIT:
In terms of Section 204 of the Act and Rules made there under, Mr. G.S.
Jambekar Practicing Company Secretaries, have been appointed as
Secretarial Auditors of the Company. The report of the Secretarial
Auditors is annexed as Annexure I to this Report. The report is
self-explanatory and does not call for any further comments.
DISCLOSURES:
i. Details of Board meetings During the year, 5 ( Five ) Board meetings
were held. The details of the Board meetings and the attendance of the
Directors are provided in the Corporate Governance Report.
ii. Composition of Audit Committee: The Board has constituted the Audit
Committee comprising
Mr. Bhushanlal Aroa as the Chairman and Mr. Rohinton Daroga and Mrs.
Anagha Korde as the Members. Further details of the Committee are given
in the Corporate Governance Report
DETAILS OF SIGNIFICANT MATERIAL ORDERS:
No significant and material orders were passed by the regulators or the
courts or tribunals impacting the going concern status and Company's
operations in future
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, extract of annual return
in Form MGT 9 is annexed as Annexure II to this Report
DIRECTOR'S RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory, and Secretarial Auditors and external
consultant(s) and the reviews performed by management and the relevant
Board committees, including the Audit Committee, the Board is of the
opinion that the Company's internal financial controls were adequate
and effective during the financial year 2014-15
Accordingly, pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that year;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively; and
(f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not given any loans during the year. There are no New
Investments during the year.
The details of guarantees provided during the year are given hereunder
-
Sr. Name of company Nature of Transaction (in crore)
No.
1 Xicon International Corporate Guarantee 8,23,75,000
Limited
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 ('the Act') are
given in the notes to the financial statements.
VIGIL MECHANISM/ WHISTLEBLOWER POLICY:
The Company has adopted a Whistleblower Policy, to provide a formal
mechanism to the Directors, employees and its stakeholders to report
their concerns about unethical behavior, actual or suspected fraud or
violation of the Company's Code of Conduct or Ethics Policy. The policy
provides for adequate safeguards against victimization of employees who
avail of the mechanism and also provides for direct access to the
Chairman of the Audit Committee. It is affirmed that no personnel of
the Company has been denied access to the Audit Committee
Management Discussion and Analysis Report and Report of the Directors
on Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion and Analysis and the Corporate Governance Report, as
required under Clause 49 of the Listing Agreement, is presented in a
separate section forming part of the Annual Report.
Acknowledgments:
The Company would like to acknowledge all its employees, customers,
stakeholders, key partners for their support
The Directors appreciate the continued guidance received from various
regulatory Authorities including RBI, SEBI, Ministry of Corporate
Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Excise
Authorities, Income Tax and Sales Tax Authorities.
On Behalf of the Board of Directors
Jehangir R. Patel
Chairman
Place: Mumbai
Date: 28/05/2015
Mar 31, 2014
Dear Members,
The Directors are pleased to present the Twenty First Annual Report of
your Company with the Audited Accounts for the year ended March 31,
2014.
FINANCIAL RESULTS
FINANCIAL PERFORMANCE AND FUTURE PROSPECTS:
Amount in Rs.
March 31 st 2014 March 31 st 2013
Sales Income 181,269,088 159,083,276
Other Income 1,320,420 2,617,322
Total Income 182,589,508 161,700,598
Expenditure 1,66,855,420 1,656,40,634
Finance Cost 6,158,322 5,411,183
Depreciation / Amortization 4,041,187 4,583,132
Profit/Loss before taxes 5,534,579 (13,934,351)
Extra-ordinary items - -
Income tax Current (1 178 359) (224,000)
Mat credit entitlement 71,810 57,040
Income tax Deferred 84,540 (87,922)
Prior period tax adjustment (5,056) (8,229)
Profit/(Loss) after tax (before
share of profit/(loss) from 4,507,514 (14,197,462)
associates and minority interest)
Share of profit/ (loss) from
associates (32,946) (64,899)
Share of minority interest (1,976,169) 6,604,811
Adjustment on account of further
investment in subsidiary company - 600,657
Share of loss of cessation of
subsidiary company - (134,124)
Profit/ (Loss) for the year 2,498,399 (7,191,017)
Your Company posted a total income of Rs. 182,589,508/- compared to the
income of Rs. 161,700,598/-for the previous year and the net profit of
Rs. 5,534,579/-compared to the net loss of Rs.13,934,351/- for the
previous year. The Turnover of the company increased as compared to the
previous year on account of increase in the business activities coupled
with control over overhead expenses. Your Directors are sure that the
company will be able to show further better results in the current
year.
Over the years the line of business activities of your company have
changed and presently your company has already diversified in the
business of Electronics, Heat Shrinking and Engineering. Your company
is already in the process to enter into various further arrangements
overseas which will provide a good platform to your Company to expand
globally. Further the business activities of your company is now
related to various other segments and is not related exclusively to
printing business but the other business activities related to
Electronics , Heat Shrinking and Engineering.Your Company is looking to
modernize its technology stack, deployment models, and planning to
introduce new products to meet the changes in our customer''s
requirements. Your Company is therefore been investing in various
process improvements and service quality initiatives over the past few
years. As the quality of product or service is highly influenced by
the quality of processes to design, develop and maintain them, your
company continued to deploy a well-documented quality management
system.
DIVIDEND
Your directors do not recommend any dividend for the year ended March
31 2014.
EMPLOYEES:
There are no employees whose details are required to be given as per
Section 217 (2A) of the Companies Act, 1956.
Particulars Regarding Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and outgo.
The particulars required to be stated as per the provisions of Section
217(1) (e) of The Companies Act, 1956 relating to conservation of
energy and technology absorption do not apply to your Company.
DEPOSITORY SYSTEM:
Details of the depository system are given in the section ''Additional
Information'' which forms a part of the Corporate Governance Report and
is attached with the Annual Accounts.
FOREIGN EXCHANGE EARNINS AND OUTGO:
Foreign Exchange Earnings: Export of Goods - Rs. 45.84
Foreign Exchange Outgo: - Rs. 145.26
Subsidiary Companies and consolidated financial statements.
The company had two subsidiaries as on 31 March 2014.
As required under the Listing Agreement entered by the company with the
Stock Exchange Bombay, a Consolidated financial statement of the
company and all its subsidiaries is attached. The consolidated
financial statement has been prepared in accordance with the relevant
accounting standards as prescribed under Section 211(3C) of the Act.
The consolidated financial statement discloses the assets, liabilities,
income, expenses and other details of the Company and its subsidiaries.
Pursuant to the provision of section 212(8) of The Companies Act, 1956
the Ministry of Corporate Affairs vide its circular dated 8th February
2011 has granted general exemption from attaching the balance sheet,
statement of Profit and Loss and other documents of the subsidiary
companies with the balance sheet of the company. A statement containing
brief financial details of the company''s subsidiaries for the financial
year 31 March 2014 is included in the Annual Report. The annual
accounts of these subsidiaries and the related information will be made
available to any member of the company/its subsidiaries seeking such
information and are available for inspection by any member of the
company/its subsidiaries at the registered office of the company. The
annual accounts of the said subsidiaries will also be available for
inspection, at the registered office of the respective subsidiary
companies.
Directors:
In accordance with the provisions of the Companies Act, 2014 and the
Article of Association of the Company Mr.Rohinton Darogais liable to
retire by rotation at the ensuing Annual General Meeting and he is
eligible for re-appointment.
Necessary resolutions for the re-appointment of the aforesaid Director
have been included in the notice convening the ensuing Annual General
Meeting.
The Board has decided to re appoint Mr. Bhushanlal Arora as the whole
Time Director for the period of three years w.e.f. 01.10.14 subject to
the approval of the shareholders.
TRAINING AND HUMAN RESOURCE MANAGEMENT:
Morale of our professionals continued to be high. The Company continued
to put concerted efforts in recruiting, Capacity building through
leadership development programs and ''Train the Trainer'' programs were
other key focus areas during the year.
AUDITORS
The Auditors M/s. Suresh Surana & Associates LLP Mumbai Chartered
Accountants (ICAI Registration No.: 121750W/W-100010) hold the office
until the conclusion of the ensuing Annual General Meeting and they are
eligible for reappointment as the Auditors. Members are requested to
consider their re-appointment and to fix their remuneration for the
year ended on 31 March 2015. Pursuant to the provisions of Section 139
of The Companies Act, 2013 and the rules framed thereunder, it is
proposed to appoint M/s. Suresh Surana & Associates LLP Chartered
Accountants as the statutory Auditors of the company The Company has
received a confirmation from M/S. Suresh Surana & Associates LLP to the
effect that their appointment, if made, will comply with the
eligibility criteria in terms of Section 141 (3) of The Companies Act,
2013.
DIRECTOR''S RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 and based on the information provided by the management, your
directors state that:
I. In the preparation of annual accounts, the applicable accounting
standards have been followed;
ii. Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at the end of March
31 2014 and of the profit of the Company for the year ended on that
date;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
iv. The annual accounts of the Company have been prepared on a going
concern basis.
Management Discussion and Analysis Report and Report of the Directors
on Corporate Governance
In accordance with Clause 49 of the listing agreements, the Management
Discussion and Analysis Report and the Report of the Directors on
Corporate Governance form part of this report.
Acknowledgments
The Company would like to acknowledge all its employees, customers,
stakeholders, key partners for their support
The Directors appreciate the continued guidance received from various
regulatory Authorities including RBI, SEBI, Ministry of Corporate
Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Excise
Authorities, Income Tax and Sales Tax Authorities.
On Behalf of the Board of Directors
Jehangir R. Patel
Chairman
Place: Mumbai
Date:30/05/2014
Mar 31, 2012
To The Members Kaiser Press Limited
The Directors are pleased to present the Nineteenth Annual Report of
your Company with the Audited Accounts for the year ended March
31,2012.
FINANCIAL RESULTS
FINANCIAL PERFORMANCE AND FUTURE PROSPECTS:
March 31st 2012 March 31st2011
Sales Income 171,661,338 37,758,159
Other Income 2,428,395 1,578,900
Total Income 174,089,733 39,337,059
Expenditure 1,560,97,286 36,546,025
Finance Cost 4,835,891 50,329
Depreciation / Amortisation 3,684,618 494,639
Profit/Loss before taxes 9,471,938 2,246,066
Extra-ordinary items ------ (4,973,489)
Income tax Current (1,400,000) (225,000)
Income tax Deferred (1,118,877) 945,856
Prior period tax adjustment 7,126 (110,508)
Profit/(Loss) after tax (before share of 6,960,187 (2,117,075)
profit/(loss) from associates and minority
interest Share of profit/ (loss) from
associates (1,380,316) 1,721,511
Share of minority interest (1,837,973) (158,552)
Adjustment on account of further investment in 253,210 -----
subsidiary company
Profit/ (Loss) for the year 3,995,108 (554,116)
Your Company posted a total income of Rs.174,089,733 compared to the
income of Rs.39,337,059 for the previous period and the net profit of
Rs.9,471,938 compared to the net profit of Rs.2,246,066 for the
previous period.
Your company has diversified through its subsidiaries into the field of
Engineering, providing products and services to infrastructure projects
in the field of electric heat tracing and turnkey projects.
DIVIDEND:
Your directors do not recommend any dividend for the year ended March
31,2012 PROCESS IMPROVEMENTS:
The business growth depends to a large extent on the robustness of the
Company's operational processes and the quality of customer service.
The Company is therefore been investing in various process improvements
and service quality initiatives over the past few years.
EMPLOYEES:
There are no employees whose details are required to be given as per
Section 217 (2A) of the Companies Act, 1956.
Particulars Regarding Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo.
The particulars required to be stated as per the provisions of Section
217(1) of the Act relating to conservation of energy and technology
absorption do not apply to your Company.
FOREIGN EXCHANGE EARNINS AND OUTGO:
Foreign Exchange Earnings: Export of Goods Rs.144.43 lacs
Foreign Exchange Outgo: Rs. 207.28 lacs
Directors:
In accordance with the provisions of The Companies Act, 1956 and the
Articles of Association of the Company Mr. RajendraVaze is liable to
retire by rotation at the ensuing Annual General Meeting and he is
eligible for re- appointment.
Necessary resolution for the re-appointment of the aforesaid Director
have been included in the notice convening the ensuing Annual General
Meeting.
The Board of Directors of the company have now decided to reappoint Mr.
B L Arora as the Whole Time Director of the company for the further
period for three years w.e.f 1st July 2012 upto 30th June 2015 subject
to the supervision, directon of the Board of Directors of the company
on the revised remuneration. Necessary resolution for the
re-appointment of Mr. B. L. Arora with the revised remuneration has
been included in the notice convening the ensuing Annual General
Meeting.
None of the Directors of the Company are disqualified from being
appointed as Directors as specified in terms of Section 274 (l)(g) of
The Companies Act, 1956.
TRAINING AND HUMAN RESOURCE MANAGEMENT:
Morale of our professionals continued to be high. The Company continued
to put concerted efforts in recruiting, training/developing, and
deploying the best of human resources.
Many training programs were conducted during the year to upgrade
knowledge, skills and attitude of our professionals. Contribution made
by critical and star performers were recognized through issue of letter
of appreciations and cash awards OD intervention and exit interviews
helped us to contain attrition within acceptable level.
Capacity building through leadership development programs and 'Train
the Trainer' programs were other key focus areas during the year.
QUALITY MANAGEMENT:
As the quality of product or service is highly influenced by the
quality of processes to design, develop and maintain them, Kaiser
continued to deploy a well documented quality management system. Over
the years, our processes have attained maturity which is evidentfrom
the improved customer satisfaction index.
AUDITORS:
The Auditors M/s. Suresh Surana & Associates, Mumbai, Chartered
Accountants hold the office until the conclusion of the ensuing Annual
General Meeting and they are eligible for reappointment as the
Auditors. Members are requested to consider their re-appointment and
to fix their remuneration for the year ended on 31st March 2013.
The Company has received a confirmation from M/S. Suresh Surana &
Associates to the effect that their appointment, if made, would be
within the limits prescribed under Section 224(IB) of the Companies Act,
1956.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 and based on the information provided by the management,
Your directors state that:
I. In the preparation of annual accounts, the applicable accounting
standards have been followed;
ii. Accounting policies selected were applied consistently. Reasonable
and prudent judgements and estimates were made so as to give a true
and fair view of the state of affairs of the Company as at the end of
March 31st 2012 and of the profit of the Company for the year ended
on that date;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
iv. The annual accounts of the Company have been prepared on a going
concern basis.
Management Discussion and Analysis Report and Report of the Directors
on Corporate Governance:
In accordance with Clause 49 of the listing agreements, the Management
Discussion and Analysis Report and the Report of the Directors on
Corporate Governance forms part of this report.
Acknowledgements:
The Company would like to acknowledge all its employees, stakeholders,
key partners for their support in a year that has undoubtedly been one
of the most challenging and difficult periods, particularly for the
Company.
The Directors appreciate the continued guidance received from various
regulatory Authorities including RBI, SEBI, Ministry of Corporate
Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Excise
Authorities, Income Tax and Sales Tax Authorities.
On Behalf of the Board of Directors
JehangirR. Patel
Chairman
Place: Mumbai
Date: 27.08.2012
Mar 31, 2011
To The Members of Kaiser Press Limited
The Directors are pleased to present the Eighteenth Annual Report of
your Company with the Audited Accounts for the period ended March,
2011.
FINANCIAL RESULTS
FINANCIAL PERFORMANCE AND FUTURE PROSPECTS :
March 31st 2011 June 30th 2010
Sales 37,68,6818 4,34,65,431
Other Income 20,71,404 8,44,366
Profit/Loss before tax (26,91,368) 9,98,815
Prior period adjustment (36,057) ----
Provision for Deferred
tax liability 9,45,856 6,62,717
Provision for I .Tax (2,25,000) (2,70,000)
Profit/Loss for the period (2,49,001) 13,91,532
Balance brought forward
from last year (75,45,594) (1,03,42894)
Share of Profit from
Associate 52,27,689 ----
Balance carried over
to Balance sheet (27,72,023) (75,45,594)
Your Company posted a total income of Rs. 3,97,58,222 (for nine months)
compared to the income of Rs. 4,43,09,797 for the previous year and
the net loss of Rs. (26,91,368) compared to the net profit of Rs.
9,98,815 for the previous year.
Your company has diversified into the field of engineering.
DIVIDEND
Your directors do not recommend any dividend for the period ended March
31st, 2011
BUSINESS PROSPECTS AND PROCESS IMPROVEMENTS
The business growth depends to a large extent on the robustness of the
Company's operational processes and the quality of customer service.
The Company is therefore been investing in various process improvements
and service quality initiatives over the past few years .
Company has already diversified in the engineering filed through its
subsidiaries where future Business Prospects and Investments are
promising.
EMPLOYEES:
There are no employees whose details are required to be given as per
Section 217 (2A) of the Companies Act, 1956.
Particulars Regarding Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
The particulars required to be stated as per the provisions of Section
217(1) of the Act relating to conservation of energy and technology
absorption do not apply to your Company.
Directors
In accordance with the provisions of The Companies Act, 1956 and the
Articles of Association of the Company Mrs Anagha Korde is liable to
retire by rotation at the ensuing Annual General Meeting and she is
eligible for re-appointment.
Necessary resolution for the re-appointment of the aforesaid Director
have been included in the notice convening the ensuing Annual General
Meeting.
The Board of Directors of the company have decided to increase the
remuneration payable to Mr. B.L. Arora with effect from July 2010 for
the reminder of his tenure from Rs. 39,000/- with the range upto
Rs.75,000/- Necessary resolution for the re-appointment of Mr. B. L.
Arora with the remuneration has been included in the notice convening
the ensuing Annual General Meeting
None of the Directors of the Company are disqualified from being
appointed as Directors as specified in terms of Section 274 (l)(g) of
The Companies Act, 1956.
TRAINING AND HUMAN RESOURCE MANAGEMENT :
Morale of our professionals continued to be high. The Company continued
to put concerted efforts in recruiting, training/developing, and
deploying the best of human resources.
Many training programs were conducted during the year to upgrade
knowledge, skills and attitude of our professionals. Contribution made
by critical and star performers were recognized through issue of letter
of appreciations and cash awards OD intervention and exit interviews
helped us to contain attrition within acceptable level.
Capacity building through leadership development programs and 'Train
the Trainer' programs were other key focus areas during the year.
QUALITY MANAGEMENT
As the quality of product or service is highly influenced by the
quality of processes to design, develop and maintain them, Kaiser
continued to deploy a well documented quality management system. Over
the years, our processes have attained maturity which is evident from
the improved customer satisfaction index.
AUDITORS
The Auditors M/s. Suresh Surana & Associates Mumbai Chartered
Accountants hold the office until the conclusion of the ensuing Annual
General Meeting and they are eligible for reappointment as the
Auditors. Members are requested to consider their re-appointment and
to fix their remuneration for the year ended on 31st March 2011.
The Company has received a confirmation from M/S. Suresh Surana &
Associates to the effect that their appointment, if made, would be
within the limits prescribed under Section 224(lB) of the Companies
Act, 1956.
DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 and based on the information provided by the management, your
directors state that:
i. In the preparation of annual accounts, the applicable accounting
standards have been followed;
ii. Accounting policies selected were applied consistently. Reasonable
and prudent judgements and
estimates were made so as to give a true and fair view of the state of
affairs of the Company as at the end of March 31st 2011 and of the
loss of the Company for the period ended on that date;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
iv. The annual accounts of the Company have been prepared on a going
concern basis.
Management Discussion and Analysis Report and Report of the Directors
on Corporate Governance
In accordance with Clause 49 of the listing agreements, the Management
Discussion and Analysis Report and the Report of the Directors on
Corporate Governance forms part of this report.
Acknowledgements
The Company would like to acknowledge all its employees, stakeholders,
key partners for their support in a period that has undoubtedly been
one of the most challenging and difficult periods, particularly for the
Company
The Directors appreciate the continued guidance received from various
regulatory Authorities including RBI, SEBI, Ministry of Corporate
Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Excise
Authorities, Income Tax and Sales Tax Authorities.
On Behalf of the Board of Directors
JEHANGIR R PATEL
Chairman
Place: Mumbai
Date : 29/08/2011