Directors Report of Ram Ratna Wires Ltd.
Mar 31, 2018
To,
The Members,
The Directors have the pleasure in presenting their 26th Annual Report and Audited Statement of Accounts (standalone and consolidated) for the financial year ended 31st March, 2018.
FINANCIAL RESULTS
The summarised financial results of the Company for the Financial Year ended 31st March, 2018 are presented below:
(Rs. In lakhs)
|
Particulars |
Financial Year ended 31st March, 2018 |
Financial Year ended 31st March, 2017 |
|
Sales and other Income |
1,05,571.25 |
89,183.90 |
|
Total Expenditure |
99,004.30 |
83,918.34 |
|
Profit before Interest, Depreciation & Tax (PBIDT) |
6,566.95 |
5,265.56 |
|
Less: Finance Costs |
1,401.09 |
1,092.59 |
|
Depreciation |
990.25 |
833.57 |
|
Profit before Tax (PBT) |
4,175.61 |
3,339.40 |
|
Less: Tax |
1,524.54 |
1,150.70 |
|
Profit for the Year |
2,651.07 |
2,188.70 |
|
Basic EPS (â |
12.05 |
9.95 |
Your Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2017 (transition date being 1st April, 2016). Accordingly, the financial statements for the year ended 31st March, 2018 have been prepared in accordance with Ind AS in terms of the provisions of Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. Previous year figures have been restated as per Ind AS to make them comparable.
The performance of your Company is primarily attributable to higher sales, benefits arising out of structural cost reduction and capacity enhancement projects commissioned in the last couple of years along with improved business synergies and focus on various improvement initiatives.
As a result of these initiatives, the Company achieved a turnover of Rs. 1,02,523.27 lakhs as compared to Rs. 87,050.12 lakhs in the previous year thereby registering a growth of 17.78% over previous year. Profit before Tax were Rs. 4,175.61 lakhs as against Rs. 3,339.40 lakhs in the previous year. The Profit after Tax stood at Rs. 2,651.07 lakhs as compared to the profit of Rs. 2,188.70 lakhs in the previous year. The operations and financial results of the Company are elaborated in the Management Discussion and Analysis Report.
DIVIDEND
After considering the Companyâs profitability, free cash flow and overall financial performance, the Board of Directors of the Company are pleased to recommend a Dividend of Rs. 1.25 (previous year Rs. 1.25) per equity share of face value Rs. 5/- each (i.e. 25%) for the financial year ended on 31st March, 2018. The distribution of Dividend on equity shares, if approved by the Members at the ensuing Annual General Meeting, will result in payout of Rs. 275 lakhs excluding Tax on Dividend and Surcharge/ Education Cess thereon.
The dividend pay-out is in accordance with the Companyâs efforts to pay sustainable dividend linked to long-term growth objectives of the Company and enhancing stakeholder value.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the general reserve.
CREDIT RATINGS
Your Company enjoys a sound reputation for its prudent financial management and its ability to meet financial obligations. The long term credit rating of your Company was reaffirmed BBB /Stable by CRISIL. The credit rating for short term facilities was revised to âCRISIL BBB /Stable/CRISIL A2â from âCRISIL BBB/Positive/CRISIL A3 .
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, in compliance with Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), forms an integral part of this report.
SUBSIDIARIES AND JOINT VENTURE COMPANIES
During the year under review, the Company acquired 6,46,134 Equity Shares constituting 60% of paid up share capital in Global Copper Private Limited (GCPL). GCPL is into manufacturing of Level Wound Coil (LWC) Copper Tube and Pancake Copper Tubes. It operates a fully-automatic manufacturing facility equipped with a production capacity of 4,000 Metric Tonne / Annum.
The Company has formulated a policy on the identification of material subsidiaries and the same is placed on the website at www.rrshramik.com. The Company currently does not have any material subsidiaries.
The Company has one Joint Venture Company RR Imperial Electricals Limited at Bangladesh.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has attached along with the Financial Statements, a separate statement containing the salient features of the Financial Statements of its subsidiary and joint venture company in Form AOC-1 vide note no. 33 of Consolidated Financial Statement in the manner prescribed under the Companies Act, 2013 and Rules made thereunder and hence not repeated here for the sake of brevity. Further, in accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of its subsidiary are available on Companyâs website at www.rrshramik.com. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 26th AGM.
Performance and Financial Position of subsidiary and joint venture companies:
1. Global Copper Private Limited
During the Financial Year ended 31st March, 2018, the Company achieved total revenue of Rs. 11,235.13 lakhs and net profit was Rs. 141.63 lakhs.
2. RR Imperial Electricals Limited
During the Financial Year ended 31st March, 2018, the Company achieved total revenue of Rs. 13,925.51 lakhs and net profit/ (Loss) was Rs. (160.31) lakhs.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report. There has been no change in the nature of business of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Consolidated Financial Statements of the Company and its subsidiary have been prepared in the same form and manner as mandated by Schedule III to the Companies Act, 2013 and are in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India.
DIRECTORS
Pursuant to Section 152(6) of the Companies Act, 2013, Shri Satyanarayan Loya, Director, retire by rotation and being eligible offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The Directors recommend his re-appointment at the ensuing AGM.
During the year under review, Shri Hemant Kabra, CFO and Shri H. S. Upendra Kamath were appointed as Additional directors of the Company during the year under review with effect from 12th December 2017. Shri Hemant Kabra is designated as Executive Director and CFO of the Company based on his appointment by the Board of Directors made on the recommendation of the Nomination and Remuneration Committee for a period of 3 years with effect from 12th December 2017, subject to the approval of the shareholders at the ensuing Annual General Meeting. Shri H. S. Upendra Kamath is being recommended for appointment as an Independent Director of the Company for a period of 5 years with effect from 12th December 2017.
The Board of Directors on recommendation of the Nomination and Remuneration Committee has re-appointed Shri Mahendrakumar Kabra as Joint Managing Director of the Company for a period of 3 years with effect from 1st June, 2018 to 31st May, 2021, subject to approval of shareholders at the ensuing Annual General Meeting, as his current term of office is upto 30th May, 2018.
None of the Directors of the Company have resigned from the office of Director of the Company during the year under review.
The Company has received necessary declaration from all the Independent Directors confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations.
Shri Rameshwarlal Kabra, Chairman of the Company, was honoured by the Government of India with the Padma Shri award announced on the Republic Day of 2018 in recognition of his meritorious contribution in the field of industry and business at the national level. Your directors wish to join you with pride and happiness in congratulating him on his glorious achievement.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
Four (4) meetings of the Board of Directors were held during the financial year under review. The details of the meetings of the Board and its Committees held during the year under review are stated in the Corporate Governance Report, which forms part of this report.
AUDIT COMMITTEE
The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013. The details relating to the same are given in the Corporate Governance report forming part of this Report. The Board has accepted all recommendations made by the Audit Committee during the year.
FAMILIARISATION PROGRAMME
In compliance with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for Independent Directors to familiarize them with the working of the Company, nature of the industry in which the Company operates, business model of the Company, their roles, rights and responsibilities vis-a-vis the Company, etc. Details of the Familiarization Programme are explained in the Corporate Governance Report and is also available on the Companyâs website at www.rrshramik.com
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.
The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2017-18 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.
APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY
A Policy with well-defined criteria is in place for the selection of candidates for appointment as Directors, Key Managerial Personnel and senior leadership positions. The relevant information has been disclosed in the Corporate Governance report which forms part of this report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, the Directors confirm:
a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
b) That they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That they have prepared the annual accounts on a going concern basis;
e) That 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) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows :
Shri Tribhuvanprasad Kabra, Managing Director
Shri Mahendrakumar Kabra, Joint Managing Director
Shri Hemant Kabra, Executive Director and CFO
Shri Madan Vaishnawa, Company Secretary
During the year, there was no change (appointment or cessation) in the office of KMP excepting the change in designation of Shri Hemant Kabra from CFO to Executive Director and CFO.
CORPORATE GOVERNANCE
Your Directors reaffirm their continued commitment to good corporate governance practices. The Annual Report contains a separate section on Companyâs Corporate Governance practices, together with a certificate from the Secretarial Auditor, a practicing company secretary confirming compliance, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this Report.
LISTING
The Companyâs equity shares are listed on the Bombay Stock Exchange Limited (BSE). The Company has paid annual listing fees to Stock Exchange.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form MGT-9 of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure-I to this Report.
Vigil Mechanism / Whistle-Blower Policy
Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism.
The purpose of the policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the Directors of the Company.
Furthermore, employees are also free to communicate their complaints directly to the Chairman/Member of the Audit Committee, as stated in the Policy. On a quarterly basis, the Audit Committee reviews reports made under this policy and implements corrective actions, wherever necessary.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy which is available on Companyâs website. The Annual Report on Companyâs CSR activities of the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-II and forms part of this report.
RISK MANAGEMENT
Your Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment and incorporates risk mitigation plans in its strategy and business/operational plans.
Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defence cover of the Companyâs risk management. The Company has a robust structure for managing and reporting on risks.
Your Companyâs Audit Committee monitors and reviews the risk mitigation plan.
AUDIT AND AUDITORS
(1) Statutory Auditors
At the AGM of the Company held last year, pursuant to the provisions of the Act and the Rules made there under, M/s. Bhagwagar Dalal & Doshi, Chartered Accountants (Firm Registration Number - 128093W), were appointed as Statutory Auditors of the Company from the conclusion of the 25th AGM held on 16th September, 2017 till the conclusion of the 30th AGM to be held in the year 2022. M/s. Bhagwagar Dalal & Doshi, Chartered Accountants have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Companies Act, 2013.
The Audit Report of M/s. Bhagwagar Dalal & Doshi, Chartered Accountants on the Financial Statements of the Company for the Financial Year 2017-18 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.
(2) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Khanna & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2018. The Secretarial Audit Report for the Financial Year ended 31st March, 2018 is annexed as Annexure III and does not contain any qualification, reservation, adverse remark or disclaimer.
(3) Cost Auditors
M/s. Poddar & Co., Cost Accountants (Firm Registration No.101734) have been appointed to conduct Cost Audit of the Company for the year ending 31st March, 2019. Pursuant to the provisions of Section 148 of the Act read with The Companies (Audit and Auditors) Rules, 2014, members are requested to consider the ratification of the remuneration payable to M/s. Poddar & Co.
The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing Annual General Meeting. The Cost Auditors have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.
(4) Internal Auditors
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed M/s DMKH and Co. to conduct internal audit reviews for the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. The testing of key controls was also carried out independently by the Statutory Auditors of the Company as mandated under the provisions of the Companies Act, 2013. In the opinion of the Board, the existing internal financial controls framework is adequate and commensurate to the size and nature of the business of the Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an armâs length basis.
During the year, the Company had not entered into any contract or arrangement with related parties which could be considered âmaterialâ (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company. The details of Related Party transactions may be referred at Note No. 34 of the Financial Statements.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-IV to this report.
DEPOSITS
During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements, forming a part of this Annual Report.
COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI
In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure-V to this report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act, 2013) and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Companyâs office premises or women service providers are covered under this Policy.
During the year under review, there was no complaint received by the Committee constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014
(a) the Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) has been furnished;
(b) the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) has been furnished; and
(c) the Company does not have any ESOP scheme for its employees/Directors and hence no information as per provisions of Rule 12(9) has been furnished.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Companyâs operations.
INDUSTRIAL RELATIONS
The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.
GREEN INITIATIVE
The Company supports and pursues the ââGreen Initiativeââ of the Ministry of Corporate Affairs, Government of India. The Company has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those Members whose e-mail IDs are registered with the Company / Depository Participants. The Companies Act, 2013 and the underlying rules as well as Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, permit the dissemination of financial statements and annual report in electronic mode to the Members. For members who have not registered their email addresses, physical copies are sent in the permitted mode. Your Directors are thankful to the Members for actively participating in the Green Initiative and seek your continued support for implementation of the green initiative.
ACKNOWLEDGEMENT
Your Directors wish to convey their gratitude and appreciation to all of the Companyâs employees at all its locations for their tremendous personal efforts as well as their collective dedication and contribution to the Companyâs performance.
Your Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.
For and on behalf of the Board of Directors
Rameshwarlal Kabra
Place: Mumbai Chairman
Date: 14th August, 2018 DIN 00150875
Mar 31, 2016
To,
The Members,
The Directors have the pleasure in presenting the 24th Annual Report on the business and operations of the Company and the Audited Accounts for the financial year ended 31st March, 2016.
FINANCIAL HIGHLIGHTS
(Rs.In Lacs)
|
Particulars |
Year ended 31st March, 2016 |
Year ended 31st March, 2015 |
|
Sales and other Income |
72,075.05 |
74,321.71 |
|
Total Expenditure |
68,521.38 |
70,679.61 |
|
Profit before Interest, Depreciation & Tax |
3,553.67 |
3,642.10 |
|
Less: Finance Costs |
1,369.29 |
1,482.91 |
|
Depreciation |
737.06 |
650.81 |
|
Profit before Tax |
1,447.32 |
1,508.38 |
|
Less: Tax |
512.59 |
526.18 |
|
Net Profit after tax |
934.73 |
982.20 |
|
Balance brought forward from Previous Year |
4,341.35 |
3,747.32 |
|
Less: Adjustment as per Schedule II to the Companies Act, 2013 |
- |
23.12 |
|
Profit available for appropriation |
5,276.08 |
4,706.40 |
|
Appropriations: |
||
|
Interim Dividend |
165.00 |
- |
|
Proposed Dividend |
- |
220.00 |
|
Corporate Tax on Dividend |
33.59 |
45.05 |
|
Transfer to General Reserve |
75.00 |
100.00 |
|
Balance Carried Forward |
5,002.49 |
4,341.35 |
OPERATIONS AND FINANCIAL PERFORMANCE
In the face of overall market conditions, your Company has delivered satisfactory growth.
During the Financial Year 2015-16, your Company posted sales & other income of Rs. 72,075.05 Lacs as against Rs. 74,321.71 Lacs in the previous year. Your Company registered a net profit after tax of Rs. 934.73 Lacs as against the previous year''s net profit of Rs. 982.20 Lacs.
SUBSIDIARY
The Company has no subsidiary, therefore, disclosures regarding the same are not provided in the report.
MATERIAL CHANGES AND COMMITMENTS
There is no change in the nature of the business of your Company. There are no material orders passed by the regulators impacting the ongoing concern status and operations. There are no material changes or commitments affecting the financial position of your Company occurring between the financial year ended 31st March, 2016 and the reporting date of the Directorsâ report.
TRANSFER TO RESERVES
Your Company has transferred Rs. 75.00 Lacs to the General Reserve. An amount of Rs. 5,002.49 Lacs is proposed to be carried forward and retained in the Profit and Loss Account.
DIVIDEND
During the financial year 2015-16, your Company declared and paid an Interim Dividend of Rs. 0.75 per equity share of face value of Rs. 5 each in the month of March 2016. Total dividend payout was Rs. 165 Lacs excluding dividend distribution tax. The Directors recommend the interim dividend to be considered as final dividend and no additional dividend is recommended.
EXPANSION PLAN
The modernization and expansion plan as envisaged by your Company at its plants for increasing the production capacity, widening the product range and improving production processes, is a continuous one and is being taken from time to time as required.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013 and Accounting Standards (AS) - 21 on Consolidated Financial Statements read with AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements is provided in the Annual Report.
JOINT VENTURE IN BANGLADESH
Your Company has Joint Venture at Bangladesh with RR-Imperial Electricals Limited. Your Company has decided to invest up to $ 5,35,000 in the above Joint Venture Company which would manufacture Enameled Copper Wire, Cables and Enameled Strips. The Company has so far made an investment of $ 4,52,190.
DIRECTORS
Pursuant to Section 152(6) of the Companies Act, 2013, Shri Mahendrakumar Kabra, Joint Managing Director and Shri Rameshwarlal Kabra, Director, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Meeting.
Dr. Ajai Singh and Shri Naveen Kumar Mandhana resigned as Directors with effect from 27th July 2015 and 31st October 2015 respectively. Dr. Ajai Singh, was appointed as an Independent Additional Director with effect from 6th February 2016. Pursuant to the provisions of Section 161, the term of office of Dr. Ajai Singh expires at the ensuing Annual General Meeting of the Company. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 along with the necessary deposit from a member proposing his candidature for the office of the Independent Director of the Company. Necessary resolution in this regard is included in the notice convening the Annual General Meeting.
In terms of Sections 149, 152 read with Schedule IV of the Companies Act, 2013, the Board of Directors have reviewed the declaration made by Dr. Ajai Singh that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, and the Board is of opinion that he fulfills the conditions specified in the Companies Act, 2013 and the rules made there under and is independent of the management.
The aforesaid appointment / re-appointment shall require approval of the shareholders of the Company. The necessary resolutions in this regard have been included in the notice convening the Annual General Meeting.
Brief profile of the Directors proposed to be appointed / re-appointed is annexed to the Notice of the ensuing Annual General Meeting.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2015-16 and of the profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report has been separately furnished and forms an integral part of this Report. CORPORATE GOVERNANCE
The Company has abided by the Corporate Governance pertaining to earlier provisions of Clause 49 of the Listing Agreement entered into with Stock Exchange and the new provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, the Company''s Board of Directors comprised of 10 (Ten) members consisting of 2 (Two) Executive Director and 8 (Eight) Non-Executive Directors (including 1 (One) Woman Director) of which
5 (Five) are Independent. The Chairman of the Board is a Non-Executive Director.
The Corporate Governance Report giving details as mentioned in Clause 49 under the Listing Agreement and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith and forms part of this Report. The following are also annexed with and forms part of Corporate Governance Report:
(i) Certificate from M/s. Khanna & Co., Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance Report;
(ii) Certificates from Shri Tribhuvanprasad Kabra, Managing Director and Shri Hemant Kabra, Chief Financial Officer of the Company, under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding annual financial statements for the year ended 31st March, 2016; and
(iii) Certificate from the Managing Director under Schedule V (Regulation 34(3)) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding compliance of Code of Conduct of the Company for the year ended as on 31st March, 2016.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
LISTING AGREEMENT
The Securities and Exchange Board of India on 2nd September, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from 1st December, 2015. Accordingly, all Listed Companies were required to enter into Listing Agreement within six months from the effective date. The Company has entered into Listing Agreement with BSE Limited pursuant to the new regulations.
BOARD EVALUATION
In terms of the provisions of the Companies Act, 2013 read with the rules issued there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have evaluated the effectiveness of the Board / Director(s) for the financial year 2015-16. The Board has monitored and reviewed the evaluation framework. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
ANNUAL RETURN
Pursuant to Section 134 of the Companies Act, 2013 read with rules made there under, extract of the Annual Return as provided under sub-section (3) of section 92 in Form MGT - 9 is attached as Annexure I and forms part of this Report.
BOARD MEETINGS
The Board of Directors met 5 (five) times during the financial year ended 31st March, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended 31st March, 2016, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Board and Committee meetings are set out in the Corporate Governance Report which forms part of this Report.
AUDIT COMMITTEE
The composition of Audit Committee, terms of reference and number and dates of meetings held, attendance of Directors has been discussed in Corporate Governance Report which forms part of this Report. Further there are no such recommendations of Audit Committee which were not accepted by the Board.
VIGIL MECHANISM
Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Board has established a vigil mechanism for Directors and employees. The vigil mechanism shall provide for adequate safeguards against victimization of employees and Directors who avail of the vigil mechanism and provide direct access to the Chairman of the Audit Committee. The Board has established the mechanism for employees to provide a channel to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companyâs Code of Conduct and ethics. A policy has been adopted in this regard by the Board of Directors which is also disclosed by the Company on its website at www.rrshramik.com/investor-centre/corporate-governance.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The composition of Corporate Social Responsibility Committee, terms of reference and number and dates of meetings held, attendance of Directors has been discussed in Corporate Governance Report which forms part of this Report. The Committee has formulated Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. This policy is available on Companyâs website at www.rrshramik.com/investor-centre/corporate-governance.
The initiatives undertaken by your Company during the financial year 2015-16 in CSR were providing of Computers at Balwatika Girls Hostel at Dadra (D&NH), participating by way of sponsorship for the womenâs chess tournament at Kolkatta and contributing through the Vanvasi Kalyan Ashram for the Durgavati Chatravas for girls at Randha (D&NH). The details of all these activities have been provided in the Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure II to this Report.
NOMINATION AND REMUNERATION COMMITTEE
The composition of Nomination and Remuneration Committee, terms of reference and number and dates of meetings held, attendance of Directors at the Committee meeting, functions of the Committee and the remuneration policy formulated by the Committee has been discussed in Corporate Governance Report which forms part of this Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition of Stakeholders Relationship Committee, terms of reference and number of meetings held has been discussed in Corporate Governance Report which forms part of this Report. The Committee has delegated the responsibility relating to shares maintenance work and other routine matters to Company Secretary and M/s Sharepro Services (India) Private Limited, the erstwhile Registrars and Share Transfer Agents of the Company. All the requests for dematerialization, rematerialization, transfer or transmission of shares and other share maintenance matters are completed within 15 days of receipt of valid and complete documents. Minutes of the Committee are circulated to all the Directors of the Company and are discussed at the Board meetings. The Committee also reports to the Board about matters regarding shareholding of the Company and any complaints / grievances of the stakeholders and their redressal, reports on SCORES to SEBI, etc.
CHANGE IN THE REGISTRAR AND TRANSFER AGENTS
Pursuant to SEBIâs interim order dated 22nd March 2016 against Sharepro Services (I) Private Limited (which was the Companyâs RTA) and its management, directors and some of its employees and their relatives, the Board of Directors have decided to appoint Bigshare Services Private Limited as the new Registrar and Transfer Agents of the Company.
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.
Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.
The Risk Management Policy is integral to the Company''s business model and is based on core values and ethics. Under this Policy, risks are identified across all business processes of the Company on continuous basis. This Policy covers long term interests of the Company as well as the regular functioning of each of the processes and the risks associated with incorrect or untimely financial and non-financial reporting. Each risk is mapped to the concerned department for further and effective action to be taken.
There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.
AUDITORS & AUDITORSâ REPORT
M/s. V.C. Darak & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office up to the conclusion of the 25th Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to ratify the appointment of M/s. V.C. Darak & Associates, Chartered Accountants, as the Statutory Auditors of the Company and necessary resolution in this regard is included in the Notice of the Annual General Meeting for seeking approval of members.
There are no observations or qualifications or remarks made by the Auditors in their Report.
SECRETARIAL AUDITORS REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Khanna & Co., Practicing Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit report is attached as Annexure III and forms part of the Board''s Report. There are no qualifications or remarks made by the Secretarial Auditor in their Report.
COST AUDITORS
The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. Poddar & Co., as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2017. In accordance with the provisions of Section 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. The necessary resolution in this regard is included in the notice convening the Annual General Meeting.
INTERNAL AUDIT AND CONTROL
Pursuant to Section 139 of the Companies Act, 2013, the Board of Directors have appointed M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat, as the Internal Auditors of your Company. The Audit Committee periodically reviews and implements the recommendations of Internal Auditors. Their reports are considered in Audit Committee meetings.
RELATED PARTY TRANSACTIONS
During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms'' length basis. Accordingly, there are no particulars to report in Form AOC-2.
During the financial year 2015-16, there were no transactions with related parties which qualify as material transactions under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 or that were not on arms'' length basis.
The details of the related party transactions as required under Accounting Standard - 18 are set out in financial statements forming part of this Annual Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / employees of your Company is set out in Annexure IV and forms part of this Report.
PUBLIC DEPOSITS
During the financial year 2015-16, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. No Deposits have remained unpaid or unclaimed as at the end of the year and there has been no default in repayment of deposits or payment of interest thereon during the year.
LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the financial statements (Please refer to Note 13, 14 and 28 of the Notes to Financial Statements).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure V and forms part of this Report.
PREVENTION OF SEXUAL HARASSMENT POLICY
Your Company has a policy for the prevention of sexual harassment which has been implemented. It ensures prevention and deterrence towards the commissioning of acts of sexual harassment and communicates procedures for their resolution and settlement. A Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at unit level. During the year your Company did not receive any complaints on sexual harassment.
ENVIRONMENT, SAFETY AND HEALTH
Safety, Health and Environment continue to be top priorities of your Company. Your Company continues to make improvements in environmental and safety performance mainly through the involvement and training of its personnel at all levels.
Salasar Copper, unit of your Company has successfully undergone the certification under ISO 50001:2011, the International Standard on Energy Management. It is amongst the first few companies in India to get certified for ISO 50001:2011. The company is committed to make continual improvements in the areas of environment, safety, health and energy.
During the year, your Company has undergone successful surveillance audits for all the management systems. ESHE committee has met every month to discuss and improve its performance related to environment, safety, health and energy.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.
DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014
(a) The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) has been furnished;
(b) the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) has been furnished; and
(c) the Company does not have any ESOP scheme for its employees / Directors and hence no information as per provisions of Rule 12(9) has been furnished.
ACKNOWLEDGEMENTS
Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.
Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.
For and on behalf of the Board of Directors,
Place : Mumbai Rameshwarlal Kabra
Date : 15th June, 2016 Chairman
DIN 00150875
Mar 31, 2015
The Members,
The Directors have the pleasure in presenting the 23rd Annual Report
on the business and operations of your Company and the Audited Accounts
for the financial year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS (Rs. In Lacs)
Year ended Year ended
Particulars 31st March, 2015 31st March, 2014
Sales and other Income 74,321.71 69,971.97
Total Expenditure 70,679.61 67,075.99
Profit before Interest, Depreciation & Tax 3,642.10 2,895.98
Less: Finance Costs 1,482.91 1,288.06
Depreciation 650.81 527.52
Profit before Tax 1,508.38 1,080.40
Less: Provision for Tax 526.18 387.47
Net Profit after tax 982.20 692.93
Balance brought forward from Previous Year 3,747.32 3,282.43
Less: Adjustment as per Schedule II to
the Companies Act, 2013 23.12 -
Profit available for appropriation 4,706.40 3,975.36
Appropriations:
Proposed Dividend 220.00 165.00
Corporate Tax on Proposed Dividend 45.05 28.04
Transfer to General Reserve 100.00 35.00
Balance Carried Forward 4,341.35 3,747.32
OPERATIONS AND FINANCIAL PERFORMANCE
In the face of overall market conditions, your Company has delivered
satisfactory growth.
During the financial year 2014-15, your Company posted sales & other
income of Rs. 74,321.71 Lacs as against Rs. 69,971.97 Lacs in the previous
year. Your Company registered a net profit after tax of Rs. 982.20 Lacs
as against the previous year's net profit of Rs. 692.93 Lacs, a growth of
42%.
All our factories have been working efficiently during the year. Safety
measures and processes have been installed and improved upon at all the
plants.
SUBSIDIARY
The Company has no subsidiary, therefore, disclosures regarding the
same are not provided in the report.
MATERIAL CHANGES AND COMMITMENTS
There is no change in the nature of the business of your Company. There
are no material orders passed by the regulators impacting the ongoing
concern status and operations. There are no material changes or
commitments affecting the financial position of your Company occurring
between the financial year ended 31st March, 2015 and the reporting
date of the Directors' report.
TRANSFER TO RESERVES
Your Company proposes to transfer Rs. 100.00 Lacs to the General Reserve.
An amount of Rs. 4,341.35 Lacs is proposed to be carried forward and
retained in the Profit and Loss Account.
DIVIDEND
The Board of Directors are pleased to recommend, for approval of
members, a dividend of Rs. 1/- per equity share (paid-up value Rs. 5/- per
equity share) for the year ended 31st March, 2015 as against the
dividend of Rs. 0.75 per share paid last year. Dividend, if approved, in
the ensuing Annual General Meeting, will entail cash outflow of Rs.
265.05 Lacs including the dividend tax amount.
EXPANSION PLAN
The modernization and expansion plan as envisaged by your Company at
its plants for increasing the production capacity, widening the product
range and improving production processes, is a continuous one and is
being taken from time to time as required.
JOINT VENTURE IN BANGLADESH
Your Company has Joint Venture with RR-Imperial Electricals Ltd.,
Bangladesh. Your Company has decided to invest upto $ 4,75,000 in the
above Joint Venture Company which would manufacture enamelled wire,
cables and enamelled strips. The Company has so far made an investment
of $ 4,52,378. The commercial production for enamelled wire and strips
and the production of cables has already started last year.
DIRECTORS
Pursuant to Section 152(6) of the Companies Act, 2013, Shri
Satyanarayan Loya, Director, retires by rotation and being eligible
offers himself for re-appointment at the ensuing Meeting.
At the Board meeting dated 30th May, 2015, Shri Mahendrakumar Kabra, an
existing Director in the Company, was appointed as the Joint Managing
Director for a period of 3 (three) years effective from 1st June, 2015
with no remuneration.
The aforesaid appointment / re-appointment shall require approval of
the shareholders of the Company. The necessary resolutions in this
regard have been included in the notice convening the Annual General
Meeting.
Brief profile of the Directors proposed to be appointed / re-appointed
is annexed to the Notice of the ensuing Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby
confirmed 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) the Directors 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 2014-15 and of the
profit and loss of the Company for that period,
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities,
(d) the Directors have prepared the annual accounts on a going concern
basis,
(e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively,
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report has been separately
furnished and forms an integral part of this Report. CORPORATE
GOVERNANCE
The Company has abided by the Corporate Governance pertaining to
provisions of Clause 49 of the Listing Agreement entered into with
Bombay Stock Exchange. During the year, the Company's Board of
Directors comprised of 11 (eleven) members consisting of 1 (one)
Executive Director and 10 (ten) Non-Executive Directors (including 1
(one) Woman Director) of which 6 (six) are Independent. The Chairman of
the Board is a Non-Executive Director.
The Corporate Governance Report giving details as mentioned in Clause
49 under the Listing Agreement is annexed herewith and forms part of
this Report. The following are also annexed with and forms part of
Corporate Governance Report:
(i) Certificate from M/s. Khanna & Co., Practicing Company Secretaries,
confirming compliance with the conditions of Corporate Governance
Report;
(ii) Certificates from Shri Tribhuvanprasad Kabra, Managing Director of
the Company and Shri Hemant Kabra, Chief Financial Officer of the
Company, under Clause 49(IX) of the Listing Agreement with Bombay Stock
Exchange regarding annual financial statements for the year ended 31st
March, 2015 to the Board of Directors; and
(iii) Certificate from the Managing Director under Clause 49(II)(E) of
the Listing Agreement regarding compliance of Code of Conduct of the
Company for the year ended as on 31st March, 2015.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013 that he meets
the criteria of independence laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
BOARD EVALUATION
In terms of the provisions of the Companies Act, 2013 read with the
rules issued there under and Clause 49 of the Listing Agreement, the
Board of Directors have evaluated the effectiveness of the Board /
Director(s) for the financial year 2014-15. The Board has monitored and
reviewed the evaluation framework. The evaluation of all the Directors
and the Board as a whole was conducted based on the criteria and
framework adopted by the Board.
ANNUAL RETURN
Pursuant to Section 134 of the Companies Act, 2013 read with rules made
thereunder, extract of the Annual Return as provided under sub-section
(3) of section 92 in Form MGT - 9 is attached as Annexure I and forms
part of this Report.
BOARD MEETINGS
The Board of Directors met 4 (four) times during the financial year
ended 31st March, 2015 in accordance with the provisions of the
Companies Act, 2013 and rules made there under. All the Directors
actively participated in the meetings and contributed valuable inputs
on the matters brought before the Board of Directors from time to time.
Additionally, during the financial year ended 31st March, 2015, the
Independent Directors held a separate meeting in compliance with the
requirements of Schedule IV of the Companies Act, 2013 and Clause
49(II)(B)(6) of the Listing Agreement. The details of the Board and
Committee meetings are set out in the Corporate Governance Report which
forms part of this Report.
AUDIT COMMITTEE
The composition of Audit Committee, terms of reference and number and
dates of meetings held, attendance of Directors has been discussed in
Corporate Governance Report which forms part of this Report. Further
there are no such recommendations of Audit Committee which were not
accepted by the Board.
VIGIL MECHANISM
Pursuant to the provisions of Section 177 of the Companies Act, 2013,
the Board has established a vigil mechanism for Directors and
employees. The vigil mechanism shall provide for adequate safeguards
against victimization of employees and Directors who avail of the vigil
mechanism and provide direct access to the Chairman of the Audit
Committee. The Board has established the mechanism for employees to
provide a channel to report concerns about unethical behavior, actual
or suspected fraud, or violation of the Company's Code of Conduct and
ethics. A policy has been adopted in this regard by the Board of
Directors which is also disclosed by the Company on its website at
www.rrshramik.com/investor-centre/corporate-governance.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The composition of Corporate Social Responsibility Committee, terms of
reference and number and dates of meetings held, attendance of
Directors has been discussed in Corporate Governance Report which forms
part of this Report. The Committee has formulated Corporate Social
Responsibility Policy pursuant to the provisions of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, on the recommendations of the CSR
Committee. This policy is available on Company's website at
www.rrshramik.com/investor-centre/corporate-governance.
The Company has tied up with Vanvasi Kalyan Aashram, Silvassa, for the
construction and maintenance of a - PRASHIKSHAN KENDRA, RANDHA,
SILVASSA. This Prashikshan Kendra will benefit the students of this
Kendra at Randha village immensely. The Company has invested in social
activities like construction of halls, toilets and bathrooms for
students of this Kendra at Randha village.
The initiatives undertaken by your Company during the financial year
2014-15 in CSR have been detailed in this Annual Report. The Annual
Report on CSR activities in accordance with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, is set out herewith as
Annexure II to this Report.
NOMINATION AND REMUNERATION COMMITTEE
In accordance with Section 178 and other applicable provisions, if any,
of the Companies Act, 2013 read with the Rules issued there under and
Clause 49 of the Listing Agreement, the Nomination and Remuneration
Committee is in existence.
The composition of Nomination and Remuneration Committee, terms of
reference and number and dates of meetings held, attendance of
Directors at the Committee meeting, functions of the Committee and the
remuneration policy formulated by the Committee has been discussed in
Corporate Governance Report which forms part of this Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition of Stakeholders Relationship Committee, terms of
reference and number of meetings held has been discussed in Corporate
Governance Report which forms part of this Report. The Committee has
delegated the responsibility relating to shares maintenance work and
other routine matters to Company Secretary and M/s Sharepro Services
(India) Private Limited, Registrars and Share Transfer Agents of the
Company. All the requests for dematerialization, rematerialization,
transfer or transmission of shares and other share maintenance matters
are completed within 15 days of receipt of valid and complete
documents. Minutes of the Committee are circulated to all the Directors
of the Company and are discussed at the Board meetings. The Committee
also reports to the Board about matters regarding shareholding of the
Company and any complaints / grievances of the stakeholders and their
redressal, reports on SCORES to SEBI, etc.
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner.
Your Company periodically assesses risks in the internal and external
environment, along with the cost of treating risks and incorporates
risk treatment plans in its strategy, business and operational plans.
Your Company, through its risk management process, strives to contain
impact and likelihood of the risks within the risk appetite as agreed
from time to time with the Board of Directors.
As per the requirements of Clause 49 of the Listing Agreement, your
Company has constituted a Risk Management Committee to oversee the risk
management efforts in the Company under the Chairmanship of Shri
Tribhuvanprasad Kabra, Managing Director.
During the financial year 2014-15, the Board of Directors have approved
the Risk Management Policy which is posted on your Company's website.
The Risk Management Policy is integral to the Company's business model
and is based on core values and ethics. Under this Policy, risks are
identified across all business processes of the Company on continuous
basis. This Policy covers long term interests of the Company as well as
the regular functioning of each of the processes and the risks
associated with incorrect or untimely financial and non-financial
reporting. Each risk is mapped to the concerned department for further
and effective action to be taken.
There are no risks which in the opinion of the Board threaten the
existence of your Company. However, some of the risks which may pose
challenges are set out in the Management Discussion and Analysis which
forms part of this Report.
AUDITORS & AUDITORS' REPORT
M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors
of the Company, hold office up to the conclusion of the 25th Annual
General Meeting. However, their appointment as Statutory Auditors of
the Company is subject to ratification by the members at every Annual
General Meeting. The Company has received a certificate from the
Statutory Auditors that they are eligible to hold office as the
Auditors of the Company and are not disqualified for being so
appointed.
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Rules framed there under, it is proposed to ratify the
appointment of M/s. V.C.Darak & Associates, Chartered Accountants, as
the Statutory Auditors of the Company and necessary resolution in this
regard is included in the Notice of the Annual General Meeting for
seeking approval of members.
There are no observations or qualifications or remarks made by the
Auditors in their Report.
SECRETARIAL AUDITORS REPORT
A Secretarial Audit was conducted during the year by the Secretarial
Auditor, M/s. Khanna & Co., Practicing Company Secretaries, in
accordance with the provisions of Section 204 of the Companies Act,
2013. The Secretarial Audit report is attached as Annexure III and
forms part of this Report. There are no qualifications or remarks made
by the Secretarial Auditor in their Report.
COST AUDITORS
The Board, on the recommendation of the Audit Committee, has approved
the appointment and remuneration of M/s. Poddar & Co., as the Cost
Auditors to conduct the audit of the cost records of the Company for
the financial year ending 31st March, 2016. In accordance with the
provisions of Section 148 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, the remuneration payable to
the Cost Auditors has to be ratified by the shareholders of the
Company. The necessary resolution in this regard is included in the
notice convening the Annual General Meeting.
INTERNAL AUDIT AND CONTROL
Pursuant to Section 139 of the Companies Act, 2013, the Board of
Directors have appointed M/s. O.P. Rathi & Co., Chartered Accountants,
Vadodara, Gujarat, as the Internal Auditors of your Company. The Audit
Committee periodically reviews and implements the recommendations of
Internal Auditors. Their reports are considered in Audit Committee
meetings.
RELATED PARTY TRANSACTIONS
During the financial year 2014-15, your Company has entered into
transactions with related parties as defined under Section 2(76) of the
Companies Act, 2013 read with the Companies (Specification of
Definitions Details) Rules, 2014, which were in the ordinary course of
business and on arms' length basis. Hence, Section 188(1) of the
Companies Act, 2013 is not applicable and consequently no particulars
in Form AOC-2 have been furnished.
During the financial year 2014-15, there were no transactions with
related parties which qualify as material transactions under the
Listing Agreement or that were not on arms' length basis.
The details of the related party transactions as required under
Accounting Standard - 18 are set out in notes to financial statements
forming part of this Annual Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Directors / employees of your
Company is set out in Annexure IV and forms part of this Report.
PUBLIC DEPOSITS
During the financial year 2014-15, your Company has not accepted any
deposits within the meaning of Sections 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of Deposits) Rules,
2014. No Deposits have remained unpaid or unclaimed as at the end of
the year and there has been no default in repayment of deposits or
payment of interest thereon during the year.
LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans given, investments made, guarantees given and
securities provided are disclosed in the financial statements (Please
refer to Note 13, 14 and 28 of the Notes to Financial Statements).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The prescribed particulars of Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
Section 134 of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014 is attached as Annexure V and forms
part of this Report.
PREVENTION OF SEXUAL HARASSMENT POLICY
Your Company has a policy for the prevention of sexual harassment which
has been implemented at plant level. It ensures prevention and
deterrence towards the commissioning of acts of sexual harassment and
communicates procedures for their resolution and settlement. A
Committee has been constituted in accordance with the requirements
under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which ensures implementation and
compliance with the Law as well as the policy at unit level. During the
year your Company did not receive any complaints on sexual harassment.
ENVIRONMENT, SAFETY AND HEALTH
Safety, Health and Environment continue to be top priorities of your
Company. Your Company continues to make improvements in environmental
and safety performance mainly through the involvement and training of
its personnel at all levels.
Salasar Copper, unit of your Company has successfully undergone the
certification under ISO 50001:2011, the International Standard on
Energy Management. It is amongst the first few companies in India to
get certified for ISO 50001:2011. The company is committed to make
continual improvements in the areas of environment, safety, health and
energy.
During the year, your Company has undergone successful surveillance
audits for all the management systems. ESHE committee has met every
month to discuss and improve its performance related to environment,
safety, health and energy.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant / material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of your Company
and its operations in future.
DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE)
RULES, 2014
(a) The Company has not issued any equity shares with differential
rights during the year under review and hence no information as per
provisions of Rule 4(4) has been furnished;
(b) the Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Rule 8(13)
has been furnished; and
(c) the Company does not have any ESOP scheme for its employees /
Directors and hence no information as per provisions of Rule 12(9) has
been furnished.
ACKNOWLEDGEMENTS
Your Directors record their sincere appreciation of the dedication and
commitment of the employees in achieving and sustaining excellence in
all areas of the business. Your Directors express their gratitude to
all the Shareholders, Customers, Suppliers, Bankers, Government
Authorities and other Stakeholders for their continuous support.
For the behalf of the Board of Directors,
Place: Mumbai Rameshwarlal Kabra
Date: 30th May, 2015 Chairman
DIN 00150875
Mar 31, 2014
The Members,
The Directors are pleased to present the 22nd Annual Report and the
Audited Accounts of your Company for the financial year ended 31st
March, 2014.
FINANCIAL HIGHLIGHTS ( in Lacs)
Year ended Year ended
Particulars 31 st March, 2014 31 st March, 2013
Sales and other Income 69,971.97 68,651.43
Total Expenditure 67,075.99 65,601.62
Profit before Interest,
Depreciation & Tax 2,895.98 3,049.81
Less: Finance Costs 1,288.06 1,283.46
Depreciation 527.52 502.56
Profit before Tax 1,080.40 1,263.79
Less: Provision for Tax 387.47 394.42
Net Profit after tax 692.93 869.37
Balance brought forward from
Previous Year 3,282.43 2,649.83
Profit available for appropriation 3,975.36 3,519.20
Appropriations:
Proposed Dividend 165.00 165.00
Corporate Tax on Proposed Dividend 28.04 26.77
Transfer to General Reserve 35.00 45.00
Balance Carried Forward 3,747.32 3,282.43
OPERATIONS AND FINANCIAL REVIEW
The global scenario during the year 2013-14 continued to improve
marginally but was short on expectations. Deceleration in industrial
output and exports weakened India''s economic growth significantly.
Financial Year 2013-14 proved to be a challenging year for your
Company. Inspite of the constraints, your Company performed reasonably
well. Better financial performance was achieved through several
internal initiatives namely higher capacity utilization, thrust on sale
of value added products and effective cost reduction measures. Your
Company achieved a record production of 13570 MTs material altogether
(ECW, BCS, ECS , SWW, EAW).
During the Financial Year 2013-14, your Company posted sales & other
income of Rs. 69,971.97 Lacs as against Rs. 68,651.43 Lacs in the previous
year and registered a net profit after tax of Rs. 692.93 Lacs as against
the previous year''s net profit of Rs. 869.37 Lacs.
DIVIDEND
Your Company endeavors to balance the dual responsibility of providing
an appropriate return to the Members and retaining a reasonable portion
of the profits to maintain healthy financial condition with a view to
supporting and sustaining future expansion plans and growth. Keeping
this endeavor in view, your Directors are pleased to recommend, for
approval of members, payment of dividend of Rs. 0.75 per share (Paid-up
value Rs. 5/-) (previous year Rs. 0.75 per share  PaidÂup value Rs. 5/-) for
the year ended 31st March, 2014.
The payment of dividend together with tax thereon, if declared, at the
forthcoming Annual General Meeting will absorb Rs. 193.04 Lacs.
The dividend payout for the year under review has been formulated in
accordance with the shareholders'' aspirations and the Company''s policy
to pay sustainable dividend linked to long term growth objectives of
the Company to be met by internal cash accruals to the maximum possible
extent.
EXPANSION PLAN
The modernization and expansion plan as envisaged by the Company at its
Units for increasing the production capacity, widening the product
range and improving production processes is a continuous one and is
being taken from time to time as required.
JOINT VENTURE IN BANGLADESH
Your Company has decided to invest upto USD 4,00,000 in a Joint Venture
company in Bangladesh which would manufacture enamelled wire, cables
and enamelled strips.The Company has so far made an investment of USD
3,99,378.The commercial production for enamelled wire and strips and
the production of cables has started.
DIRECTORS
The Independent Directors of the Company, viz. Shri Mukund Chitale, Dr.
Ajai Singh, Shri Naveen Kumar Mandhana, Shri Sandeep Jhanwar, Shri R
Kannan and Shri Prashant Deshpande, who were earlier holding their
respective positions in the Company pursuant to Clause 49 of the
listing agreement entered into by the Company with the Bombay Stock
Exchange, are now proposed to be appointed as Independent Directors
pursuant to the provisions of Sections 149, 152 and other applicable
provisions, if any, of the Companies Act, 2013 read with Schedule IV to
the said Act and the Companies (Appointment and Qualification of
Directors) Rules, 2014. These Independent Directors shall hold office
for a term up to five (5) consecutive years up to 31st March 2019 and
shall not be liable to retire by rotation.
Smt.Kirtidevi Kabra was appointed as an Additional Director of the
Company with effect from 29th July, 2014 pursuant to the provisions of
Section 161(1) of the Companies Act, 2013 and Articles of Association
of the Company to fulfil the requirement of Section 149 of the said Act
that requires the Company to have at least one woman director. Pursuant
to the provisions of Section 161, the term of office of Smt. Kirtidevi
Kabra expires at the ensuing Annual General Meeting of the Company. The
Company has received a notice under Section 160 of the said Act along
with necessary deposit from a Shareholder proposing the candidature of
Smt. Kirtidevi Kabra for the office of the Director of the Company.
Necessary resolution in this regard is included in the notice convening
the Annual General Meeting.
Shri Rameshwarlal Kabra, Director, retires by rotation and being
eligible offers himself for re-appointment at the ensuing Meeting.
As per the recommendation of the Remuneration Committee (renamed now as
Nomination & Remuneration Committee), Shri Tribhuvanprasad Kabra was
re-appointed as the Managing Director of the Company for a period of 3
(three) years effective from 24th June, 2014. The aforesaid appointment
shall require approval of the shareholders of the Company. The
necessary resolution in this regard is included in the notice convening
the Annual General Meeting.
Brief profile of the Directors proposed to be re-appointed is annexed
to the Notice of the ensuing Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
- in the preparation of the annual accounts for the year ended 31st
March, 2014, the applicable accounting standards read with requirements
set out under Revised Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
- such accounting policies have been selected and applied consistently
and such judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as
at 31st March, 2014 and of the profit of the Company for the year ended
on that date;
- proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
- that the annual accounts of the Company have been prepared on a
''going concern'' basis.
CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
Your Company is committed to maintain highest standards of Corporate
Governance. A report on Corporate Governance together with Management
Discussion and Analysis Report forms part of this Annual report. The
requisite certificate from M/s. Khanna & Co., Practicing Company
Secretaries, regarding compliance of requirements of Corporate
Governance pursuant to Clause 49 of the Listing Agreement with the
Stock Exchange is attached to this report.
AUDITORS & AUDITORS'' REPORT
M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment. The Company has
received letter from them to the effect that their re-appointment, if
made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for
re-appointment within the meaning of Section 226 of the said Act.
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Rules framed thereunder, it is proposed to appoint M/s.
V.C.Darak & Co., Chartered Accountants, as the Statutory Auditors of
the Company for a period of three (3) years, to hold office from the
conclusion of this Annual General Meeting until the conclusion of the
25thAnnual General Meeting of the Company, subject to ratification of
their appointment at every Annual General Meeting.
The observations made in the Auditors'' Report, read together with the
relevant notes thereon are selfÂexplanatory and hence, do not call for
any further comments.
COST AUDITORS & COMPLIANCE REPORT
The Board, on the recommendation of the Audit Committee, has approved
the appointment and remuneration of M/s. Poddar & Co. as the Cost
Auditors to conduct the audit of the cost records of the Company for
the financial year ending March 31, 2015. In accordance with the
provisions of Section 148 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration payable to the Cost Auditors
has to be ratified by the shareholders of the Company. The necessary
resolution in this regard is included in the notice convening the
Annual General Meeting.
INTERNAL AUDIT AND CONTROL
M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat are the
Internal Auditors of your Company. Your Company periodically reviews
and implements the recommendations of the Internal Auditors. The
findings of the Internal Auditors are being discussed on an on-going
basis with the concerned operation and process divisions and corrective
actions are taken. Internal Audit reports are discussed in Audit
Committee meetings.
VIGIL MECHANISM
Pursuant to the provisions of Section 177 of the Companies Act, 2013,
the Board has adopted a vigil mechanism. The vigil mechanism shall
provide for adequate safeguards against victimisation of employees and
Directors who avail of the vigil mechanism and provide direct access to
the Chairperson of the Audit Committee. The Board has established the
mechanism for employees to provide a channel to report concerns about
unethical behaviour, actual or suspected fraud, or violation of the
Company''s Code of Conduct and Ethics.
RISK MANAGEMENT POLICY
The Company has established a risk management framework. The risk
management framework is integral to the Company''s business model and is
based on core values and ethics. Under this framework, risks are
identified across all business processes of the Company on continuous
basis. This policy covers longer term interests of the Company as well
as the regular functioning of each of the processes and the risks
associated with incorrect or untimely financial and non-financial
reporting. Each risk is mapped to the concerned department for further
action for effective action to be taken.
PARTICULARS OF EMPLOYEES
The Company continues to maintain cordial relations with its workforce
at all locations. Continuous up-gradation of core skill through
training programmes either internally or through external agencies is
an integral part of human resources development policy.
Your Company does not have any employees whose particulars are required
to be annexed to the Directors'' Report under section 217 (2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended.
PUBLIC DEPOSITS
The deposits accepted by your Company are in accordance with the
provisions of Section 58A of the Companies Act, 1956, read with the
Companies (Acceptance of Deposits) Rules, 1975 as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The relevant data 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 is annexed hereto and forms part of
this report.
ENVIRONMENT, SAFETY AND HEALTH
Safety, Health and Environment continue to be top priorities of the
Company. Your Company continues to make improvements in environmental
and safety performance mainly through the involvement and training of
its personnel at all levels.
Salasar Copper, unit of your Company has successfully undergone the
certification under ISO 50001:2011, the International Standard on
Energy Management. It is amongst the first few companies in India to
get certified for ISO 50001:2011. The company is committed to make
continual improvements in the areas of environment, safety, health and
energy.
During the year, your Company has undergone successful surveillance
audits for all the management systems. ESHE committee has met every
month to discuss and improve its performance related to environment,
safety, health and energy.
CORPORATE SOCIAL RESPONSIBILITY
Your Company believes that sustainable development is possible only
when it strikes a reasonable balance between its manufacturing
activities and major concerns of the society and community at large.
Management''s commitments, work culture, business ethics and processes
create a positive atmosphere for all to participate and in turn a
commitment towards corporate social responsibility. Your Company
focuses on achieving excellence in occupational and personal health of
employees at all manufacturing units as well as its offices. A free
medical dispensary at Silvassa Works operates for the welfare of the
down trodden. Tree plantation programme is carried out during the
monsoon. Blood donation camp is regularly organized during the year.
Your Company lays stress on imparting good education to the children
and makes contributions to educational institutions. Your Company
strives to uphold the principles of not employing any child labour.
The Companies Act, 2013 has introduced the idea of CSR to the forefront
and through its disclose-or-explain mandate, is promoting greater
transparency and disclosure. Schedule VII of the Act, which lists out
the CSR activities, suggests communities to be the focal point.
Your Company has formed a CSR Committee and the policies would be laid
down and recommended by the Committee for its necessary implementation
soon. Your Company believes in inclusive growth and reach out to assist
the communities around them - not because it is the magic formula for
sustainability, but simply because that is, and always has been, part
of the collective character of your Company.
ACKNOWLEDGEMENTS
Your Directors express their grateful appreciation for the support and
co-operation received from all the executives, staff and workers at all
levels. Your Directors sincerely wish to place on record their sense of
appreciation to customers, shareholders, vendors, bankers, business
associates, regulatory and government authorities for their consistent
support.
For and on behalf of the Board
Place : Mumbai Rameshwarlal Kabra
Date : 29th July, 2014 Chairman
DIN 00150875
Mar 31, 2013
To, The Members,
The Directors are pleased to present the 21st Annual Report and the
Audited Accounts of your Company for the financial year ended
31s,March, 2013.
FINANCIAL HIGHLIGHTS
(Rs.in Lacs)
Particulars Year ended Year ended
31st March,
2013 31stMarch,
2012
Sales and other Income 68,639.70 56,137.63
Total Expenditure 65,589.89 53,903.41
Profit before Interest,
Depreciation & Tax 3,049.81 2,234.22
Less: Finance Costs 1,283.46 1,057.54
Depreciation 502.56 466.12
Profit before Tax 1,263.79 710.56
Less: Provision for Tax 394.42 201.93
Net Profit after tax 869.37 508.63
Balance brought forward from
Previous Year 2,649.83 2,358.97
Profit available
for appropriation 3,519.20 2,867.60
Appropriations:
Proposed Dividend 165.00 165.00
Corporate Tax on
Proposed Dividend 26.77 26.77
Transfer to General Reserve 45.00 26.00
Balance Carried Forward 3,282.43 2,649.83
OPERATIONS AND FINANCIAL REVIEW
The global scenario during the year 2012-13 continued to improve
marginally but was short on expectations. Deceleration in industrial
output and exports weakened India''s economic growth significantly.
Financial Year 2012-13 proved to be a challenging year for your
Company. In spite of the constraints, your Company performed reasonably
well. Better financial performance was achieved through several
internal initiatives namely higher capacity utilization, thrust on sale
of value added products and effective cost reduction measures. Your
Company achieved a record production of 13,393 MTs material altogether
(ECW, BCS, ECS , SWW, EAW).
During the Financial Year 2012-13, your Company posted sales & other
income of Rs. 68,639.70 Lacs, as against Rs. 56,137.63 Lacs in the previous
year, an increase of 22% and registered a net profit after tax ofRs.
869.37 Lacs as against the previous year''s net profit of Rs. 508.62 Lacs.
DIVIDEND
Your Company endeavors to balance the dual responsibility of providing
an appropriate return to the Members and retaining a reasonable portion
of the profits to maintain healthy financial condition with a view to
supporting and sustaining future expansion plans and growth. Keeping
this endeavor in view, your Directors are pleased to recommend, for
approval of Members, payment of dividend of Rs. 0.75 per share (Paid-up
value Rs. 5/-) (previous year Rs. 0.75 per share - Paid-up value Rs. 5/-) for
the year ended 31st March, 2013.
The payment of dividend together with tax thereon, if declared, at the
forthcoming Annual General Meeting will absorb Rs. 191.77 Lacs.
The dividend payout for the year under review has been formulated in
accordance with the Shareholders'' aspirations and the Company''s policy
to pay sustainable dividend linked to long term growth objectives of
the Company to be met by internal cash accruals to the maximum possible
extent.
EXPANSION PLAN
The modernization and expansion plan as envisaged by the Company at its
Units for increasing the production capacity, widening the product
range and improving production processes is a continuous one and is
being taken from time to time as required.
JOINT VENTURE IN BANGLADESH
Your Company has decided to invest up to USD 4,00,000 in a Joint Ventue
company in Bangladesh which would manufacture enamelled wire, cables
and enamelled strips. The Company has so far made an investment of USD
3,21,395. The commercial production for enamelled wire and strips has
begun in July, 2012 and the production of cables is likely to start in
June, 2013.
DIRECTORS
Shri Mukund Chitale, Shri Satyanarayan Loya and Shri Mahendra Kumar
Kabra, Directors, retire by rotation and being eligible offer
themselves for re-appointment at the ensuing Meeting.
Shri Prashant Deshpande was appointed as an Additional Director of the
Company with effect from 6th November, 2012 pursuant to the provisions
of Section 260 of the Companies Act, 1956 and Articles of Association
of the Company. Pursuant to the provisions of the said Section, the
term of the office of the said Director expires at the ensuing Annual
General Meeting of the Company. The Company has received a notice under
Section 257 of the said Act along with necessary deposit from a
Shareholder proposing the candidature of Shri Prashant Deshpande for
the office of the Director of the Company. Necessary resolution in this
regard is included in the notice convening the Annual General Meeting.
"
Brief profile of the Directors proposed to be re-appointed is annexed
to the Notice of the ensuing Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors''Responsibility Statement, it is
hereby confirmed that:
in the preparation of the annual accounts for the year ended 31st
March, 2013, the applicable accounting standards read with requirements
set out under Revised Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
such accounting policies have been selected and applied consistently
and such judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as
at 31st March, 2013 and of the profit of the Company for the year ended
on that date;
proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
that the annual accounts of the Company have been prepared on a''going
concern''basis.
CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
Your Company is committed to maintain highest standards of Corporate
Governance. A report on Corporate Governance together with Management
Discussion and Analysis Report forms part of this Annual report. The
requisite certificate from M/s. Preeti Khanna & Co., Practicing Company
Secretary, Mumbai, regarding compliance of requirements of Corporate
Governance pursuant to Clause 49 of the Listing Agreement with the
Stock Exchange is attached to this report.
AUDITORS & AUDITORS'' REPORT
M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment. The Company has
received letter from them to the effect that their re-appointment, if
made, would be within the prescribed limits under Section 224(16) of
the Companies Act, 1956 and that they are not disqualified for
re-appointment within the meaning of Section 226 of the said Act.
The observations made in the Auditors'' Report, read together with the
relevant notes thereon are self-explanatory and hence, do not call for
any further comments.
COST AUDITORS & COMPLIANCE REPORT
Pursuant to the direction from the Ministry of Corporate Affairs for
appointment of Cost Auditors, your Board has appointed M/s. Poddar &
Co., Cost Accountants, as the Cost Auditors of your Company for the
financial year 2013-14 to conduct the audit of the cost records of the
Company. The extended due date for filing of the Cost Compliance Report
for the financial year 2011-12 was 28-02-2013 and the actual date of
the filing of the same is 28-02-2013.
INTERNAL AUDIT AND CONTROL
M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat are the
Internal Auditors of your Company. Your Company periodically reviews
and implements the recommendations of the Internal Auditors.The
findings of the Internal Auditors are being discussed on an on-going
basis with the concerned operation and process divisions and corrective
actions are taken. Internal Audit reports are discussed in Audit
Committee and Board Meetings.
PARTICULARS OF EMPLOYEES
The Company continues to maintain cordial relations with its workforce
at all locations. Continuous up-gradation of core skill through
training programmes either internally or through external agencies is
an integral part of human resources development policy.
Your Company does not have any employee whose particulars are required
to be annexed to the Directors'' Report under section 217 (2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended.
PUBLIC DEPOSITS
The deposits accepted by your Company are in accordance with the
provisions of Section 58A of the Companies Act, 1956, read with the
Companies (Acceptance of Deposits) Rules, 1975 as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The relevant data 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 is annexed hereto and forms part of
this report.
ENVIRONMENT, SAFETY AND HEALTH
Safety, Health and Environment continue to be top priorities of the
Company. Your Company continues to make improvements in environmental
and safety performance mainly through the involvement and training of
its personnel at all levels.
Salasar Copper, unit of your Company has successfully undergone the
certification under ISO 50001:2011, the International Standard on
Energy Management. It is amongst the first few companies in India to
get certified for ISO 50001:2011 .The company is committed to make
continual improvements in the areas of environment, safety, health and
energy.
During the year, your Company has undergone successful surveillance
audits for all the management systems. ESHE committee has met every
month to discuss and improve its performance related to environment,
safety, health and energy.
CORPORATE SOCIAL RESPONSIBILITY
Your Company believes that sustainable development is possible only
when it strikes a reasonable balance between its manufacturing
activities and major concerns of the society and community at large.
Management''s commitments, work culture, business ethics and processes
create a positive atmosphere for all to participate and in turn a
commitment towards corporate social responsibility. Your Company
focuses on achieving excellence in occupational and personal health of
employees at all manufacturing units as well as its offices. A free
medical dispensary at Silvassa Works operates for the welfare of the
down trodden.Tree plantation programme is carried out during the
monsoon. Blood donation camp is regularly organized during the year.
Your Company lays stress on imparting good education to the children
and makes contributions to educational institutions. Your Company
strives to uphold the principles of not employing any child labour.
ACKNOWLEDGEMENTS
Your Directors express their grateful appreciation for the support and
co-operation received from all the executives, staff and workers at all
levels. Your Directors sincerely wish to place on record their sense of
appreciation to customers, shareholders, vendors, bankers, business
associates, regulatory and government authorities for their consistent
support.
For and on behalf of the Board
Rameshwarlal Kabra
Chairman
Place: Mumbai
Date :18th May, 2013
Mar 31, 2012
The Directors have pleasure in presenting the 20th Annual Report and
the Audited Accounts of your Company for the financial year ended 31st
March, 2012.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
Particulars Year ended Year ended
31st March, 31st March,
2012 2011
Sales and other Income5 6,137.63 49,941.35
Total Expenditure 53,894.13 47,520.37
Profit before Interest, Depreciation
& Tax 2,243.50 2,420.98
Less: Finance Costs 1,055.78 609.02
Depreciation 466.12 369.05
Profit before Tax 721.60 1,442.91
Less: Provision for Taxation 212.97 495.77
Net Profit after tax 508.63 947.14
Balance brought forward from Previous
Year 2,358.97 1,768.37
Profit available for appropriation 2,867.60 2,715.51
Appropriations:
Proposed Dividend 165.00 220.00
Corporate Tax on Proposed Dividend 26.77 36.54
Transfer to General Reserve 26.00 100.00
Balance Carried Forward 2,649.83 2,358.97
OPERATIONS AND FINANCIAL REVIEW
Financial Year 2011-12 was a challenging year for your Company. The
Middle East crisis, uncertainty of European economy, huge fluctuations
in LME rates of copper coupled with severe adverse market conditions
domestically as well as internationally and many other factors had a
great impact on the working of the Company. However, in spite of all
this, your Company put in the best efforts on increasing the sale of
value added products and also took substantial cost reduction measures.
Your Company achieved a production of 11,189 MTs insulated material
altogether (ECW, ECS, SWW, EAW) through improvement in operational
efficiencies.
During the Financial Year 2011-12, your Company posted sales & other
income of Rs. 56,137.63 Lacs, as against Rs. 49,941.35 Lacs in the
previous year and registered a net profit after tax of Rs. 508.63 Lacs
as against the previous year's net profit of Rs. 947.14 Lacs.
FINANCIALS
The Ministry of Corporate Affairs (MCA) vide notification no.
S.0.447(E) dated 28th February, 2011 amended the existing Schedule VI
to the Companies Act, 1956. The Revised Schedule VI is applicable from
financial year commencing from 1st April, 2011. The financial
statements of your Company for the year ended 31st March, 2012 have
been prepared in accordance with the Revised Schedule VI and
accordingly, the previous year's figures have been reclassified/
regrouped to conform to this year's classification.
DIVIDEND
Your Company endeavors to balance the dual responsibility of providing
an appropriate return to the Members and retaining a reasonable portion
of the profit to maintain healthy financial condition with a view to
supporting and sustaining future expansion plans and growth. Keeping
this endeavor in view, your Directors are pleased to recommend, for
approval of members, payment of dividend of Rs. 0.75 per share (Paid-up
value Rs. 5/-) (previous year Rs. 1.00 per share-Paid-up value Rs. 5/-)
for the year ended 31st March, 2012.
The payment of dividend together with tax thereon, if declared, at the
forthcoming Meeting will absorb Rs. 191.77 Lacs.
EXPANSION PLAN
The modernization and expansion plan as envisaged by the Company at its
Units for increasing the production capacity and widening the product
range has been completed during the financial year. However, further
expansion as may be required will continue to be done during the
current year at regular intervals.
JOINT VENTURE IN BANGLADESH
Your Company has decided to invest up to USD 4,00,000 in a Joint
Venture company in Bangladesh which would manufacture enamelled wire,
cables and enamelled strips. The commercial production has been delayed
due to unforeseen circumstances and is now likely to commence in and
around July, 2012. The Company has so far made an investment of USD
2,13,700.
DIRECTORS
Shri Rameshwarlal Kabra and Dr. Ajai Singh, Directors, retire by
rotation and being eligible, offer themselves for re-appointment at the
ensuing Meeting.
Brief profile of the Directors proposed to be re-appointed is annexed
to the Notice of the ensuing Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
- in the preparation of the annual accounts for the year ended 31st
March, 2012, the applicable accounting standards read with requirements
set out under Revised Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
- such accounting policies have been selected and applied consistently
and such judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as
at 31st March, 2012 and of the profit of the Company for the year ended
on that date;
- proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
- that the annual accounts of the Company have been prepared on a
'going concern' basis.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
Your Company is committed to maintain highest standards of Corporate
Governance. A Report on Corporate Governance together with Management
Discussion and Analysis Report forms part of this Annual report. The
requisite certificate from M/s. Rathi & Associates, Company
Secretaries, Mumbai, regarding compliance of requirements of Corporate
Governance pursuant to Clause 49 of the Listing Agreement with the
Stock Exchange is attached to this report.
AUDITORS & AUDITORS' REPORT
M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. The Company has
received letter from them to the effect that their re-appointment, if
made, would be within the prescribed limits under Section 224(1 B) of
the Companies Act, 1956 and that they are not disqualified for
re-appointment within the meaning of Section 226 of the said Act.
The observations made in the Auditors' Report, read together with the
relevant notes thereon are self-explanatory and hence, do not call for
any further comments.
COST AUDITOR
Pursuant to the direction from the Ministry of Corporate Affairs for
appointment of Cost Auditors, your Board has appointed Mr. Sandeep
Poddar, as the Cost Auditor of your Company for the financial year
2012-13 to conduct the audit of the cost records of the Company.
PARTICULARS OF EMPLOYEES
The Company continues to maintain cordial relations with its workforce
at all locations. Continuous up-gradation of core skill through
training programmes either internally or through external agencies is
an integral part of human resources development policy.
PUBLIC DEPOSITS
The deposits accepted by the Company are in accordance with the
provisions of Section 58A of the Companies Act, 1956, read with the
Companies (Acceptance of Deposits) Rules, 1975 as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The relevant data 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 is annexed hereto and forms part of
this report.
ENTERPRISE RESOURCE PLANNING (ERP)
The major IT initiative undertaken to implement ERP across all plants
and offices of the Company has been successfully implemented.
The basic and advance computer training to employees is on a continual
basis.The process of strengthening the IT infrastructure by addition of
computer hardware is an ongoing process and all efforts would be made
by your Company to achieve its goal of total ERP solutions.
INTERNAL AUDIT AND CONTROL
M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat are the
Internal Auditors of your Company. Your Company periodically reviews
and implements the recommendations of the Internal Auditors. The
findings of the Internal Auditors are being discussed on an ongoing
basis with the concerned operation and process divisions and corrective
actions are taken. Internal Audit reports are discussed in Audit
Committee meetings.
ENVIRONMENT, SAFETY AND HEALTH
Safety, Health and Environment will continue to be top priorities of
your company. Your Company continues to make improvements in
environmental and safety performance mainly through the involvement and
training of all its personnel of all levels.
Salasar Copper, unit of your company meets the requirements of the
International Standards ISO 14001:2009, OHSAS 18001:2007 and EnMS
16001:2009. Your Company has undergone successful audits under EMS and
OH&S management systems.
During the year, your Company has undergone successful surveillance
audits. ESHE committee has met every month to discuss and improve its
performance related to environment, safety, health and energy.
CORPORATE SOCIAL RESPONSIBILITY
Your Company believes that sustainable development is possible only
when it strikes a reasonable balance between its manufacturing
activities and major concerns of the society and community at large.
Management's commitments, work culture, business ethics and processes
create a positive atmosphere for all to participate and in turn a
commitment towards corporate social responsibility. A free medical
dispensary at Silvassa Works operates for the welfare of the down
trodden. Tree plantation programme is carried out during the monsoon.
Blood donation camp is regularly organized during the year. Your
Company lays stress on imparting good education to the children and
makes contributions to educational institutions. Your Company strives
to uphold the principles of not employing any child labour.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank and place on record their
appreciation for all the executives, staff and workers at all levels
for their hard work and dedication during the year under review. Your
Directors sincerely convey their appreciation to customers,
shareholders, vendors, bankers, business associates, regulatory and
government authorities for their consistent support.
For and on behalf of the Board
Rameshwarlal Kabra
Chairman
Place : Mumbai
Date :26th May, 2012
Mar 31, 2011
The Members,
The Directors have pleasure in presenting the 19th Annual Report and
the Audited Accounts of your Company for the financial year ended 31st
March, 2011.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
Particulars Year ended Year ended
31st March, 2011 31st March, 2010
Gross Sales and other Income 49,941.54 40,567.79
Total Expenditure 47,534.77 37,860.05
Profit before Interest,
Depreciation,Taxation &
Extraordinary items 2,406.77 2,707.74
Less: Interest (net of income) 580.22 560.56
Depreciation 369.05 344.35
Profit before Extra-ordinary
items and Taxes 1,457.50 1,802.83
Add/(Less): Extra-ordinary items (4.24) (14.47)
Profit before Tax and prior
period adjustments 1,453.26 1,788.36
Less: Provision for Taxation 509.21 617.70
Profit before prior period adjustments 944.05 1,170.66
Add/(Less): Prior period adjustments 3.09 0.03
Net Profit after tax and prior
period adjustments 947.14 1,170.69
Balance brought forward from Previous Year 1,768.37 944.23
Profit available for appropriation 2,715.51 2,114.92
Appropriations:
Proposed Dividend 220.00 220.00
Corporate Tax on proposed Dividend 36.54 36.55
Transfer to General Reserve 100.00 90.00
Balance Carried Forward 2,358.97 1,768.37
OPERATIONS AND FINANCIAL REVIEW
Financial Year 2010-11 was a reasonably good year for your Company. In
spite of adverse market conditions and wide fluctuations in LME rates
of copper, your Company put in all efforts on sale of value added
products and effective cost reduction measures. Your Company achieved a
production of 10,189 MTs insulated material altogether (ECW, ECS, SWW)
through improvement in operational efficiencies.
During the Financial Year 2010-11, your Company posted gross Income of
Rs. 49,941.54 Lacs, as against Rs. 40,567.79 Lacs in the previous year,
higher by 23.11 % mainly on account of higher LME prices of copper and
registered a net profit after tax of Rs. 947.14 Lacs which is lower by
19.09 % over the previous year's net profit of Rs. 1,170.69 Lacs mainly
on account of adverse market conditions.
DIVIDEND
Your Company endeavors to balance the dual responsibility of providing
an appropriate return to the Members and retaining a reasonable portion
of the profit to maintain healthy financial condition with a view to
supporting and sustaining future expansion plans and growth. Keeping
this endeavor in view , your Directors are pleased to recommend, for
approval of members, payment of dividend of Rs. 1.00 per share (Paid-up
value Rs. 5/-) (previous year Rs. 2.00 per share - Paid-up value Rs.
10/-) for the year ended 31st March, 2011.
The payment of dividend together with tax thereon, if declared, at the
forthcoming Annual General Meeting will absorb Rs. 256.54 Lacs.
EXPANSION PLAN
The modernization and expansion plan envisaged by the Company at its
Units for increasing the production capacity and widening the product
range is under execution and part of which has been completed during
the financial year. The balance work is in progress at its Units.
JOINT VENTURE IN BANGLADESH
Your Company has decided to invest upto USD 4,00,000 in a Joint Venture
Company in Bangladesh which would manufacture enamelled wire, cables
and enamelled strips. The commercial production is likely to commence
in and around October, 2011. The Company has so far made an investment
of USD 8,600.
DIRECTORS
Shri Mahendra Kumar Kabra and Shri Satyanarayan Loya, Directors, retire
by rotation and being eligible, offer themselves for re- appointment at
the ensuing Annual General Meeting.
Shri Vishnu Anant Mahajan resigned from the Directorship of the Company
during the year under review due to ill health. The Board wished speedy
recovery in his health and also recorded his immense contribution to
the Company through his professional knowledge and experience.
Shri Sandeep Jhanwar who was appointed as an Additional Director of the
Company with effect from 13th August, 2010 pursuant to the provisions
of Section 260 of the Companies Act, 1956 read with the Articles of
Association of the Company and holds office up to the ensuing Annual
General Meeting. The Company has received a notice under Section 257 of
the Companies Act, 1956 along with the necessary deposit from a Member
proposing the candidature of Shri Sandeep Jhanwar as a Director of the
Company at the ensuing Annual General Meeting.
Shri R Kannan who was appointed as an Additional Director of the
Company with effect from 28th May, 2011 pursuant to the provisions of
Section 260 of the Companies Act, 1956 read with the Articles of
Association of the Company and holds office up to the ensuing Annual
General Meeting. The Company has received a notice under Section 257 of
the Companies Act, 1956 along with the necessary deposit from a Member
proposing the candidature of Shri R Kannan as a Director of the Company
at the ensuing Annual General Meeting.
The term of office of Shri Tribhuvanprasad Kabra as the Managing
Director will expire on 23rd June, 2011. The Board of Directors has
re-appointed, subject to the approval of the shareholders at the
ensuing Annual General Meeting, Shri Tribhuvanprasad Kabra as the
Managing Director for a period of three years starting from 24th June,
2011 as per the recommendation of the Remuneration Committee.
Brief profile of the Directors / Managing Director, proposed to be
appointed / re-appointed is annexed to the Notice of the ensuing Annual
General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
- in the preparation of the annual accounts for the year ended 31 st
March, 2011, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
- such accounting policies have been selected and applied consistently
and such judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as
at 31 st March, 2011 and of the profit of the Company for the year
ended on that date;
- proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
- that the annual accounts of the Company have been prepared on a
'going concern' basis.
COMPANY SECRETARY
Shri Ramesh Chamadia was appointed as the Company Secretary and the
Compliance Officer of the Company on 13th August, 2010.
SUB DIVISION OF THE COMPANY'S EQUITY SHARES
The Equity Shares of the Company were sub-divided from the Face Value
of Rs. 10/- each to the Face-value of 5/- each. Pursuant to the said
sub-division, the Company had cancelled the old Share Certificates and
the new Share Certificates having the face-value of Rs. 5/- each were
issued to the Shareholders.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
Your Company is committed to maintain highest standards of Corporate
Governance. A Report on Corporate Governance together with Management
Discussion and Analysis Report forms part of this Annual report. The
requisite certificate from M/s. Rathi & Associates, Company
Secretaries, Mumbai, regarding compliance of requirements of Corporate
Governance pursuant to Clause 49 of the Listing Agreement with the
Stock Exchange is attached to this report.
AUDITORS & AUDITORS' REPORT
M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. The Company has
received letter from them to the effect that their re-appointment, if
made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for
re-appointment within the meaning of Section 226 of the said Act.
The observations made in the Auditors' Report, read together with the
relevant notes thereon are self-explanatory and hence, do not call for
any further comments.
PARTICULARS OF EMPLOYEES
The Company continues to maintain cordial relation with its workforce
at all locations. Continuous up gradation of core skill through
training programmes either internally or through external agencies is
an integral part of human resources development policy.
Information as required under Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, is annexed hereto and forms part of this report.
PUBLIC DEPOSITS
The deposits accepted by the Company are in accordance with the
provisions of Section 58A of the Companies Act, 1956, read with the
Companies (Acceptance of Deposits) Rules, 1975 as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The relevant data 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 is annexed hereto and forms part of
this report.
ENTERPRISE RESOURCE PLANNING (ERP)
The major IT initiative undertaken last year to implement ERP across
all plants and offices of the Company has been successfully implemented
which now takes care of the data processing & information needs of the
Company and helps information sharing and faster decision making.
The fully equipped data centre at Silvassa provides connectivity to all
production units and offices and the enterprise management software
monitors complete network connectivity and data security systems.
The continuous basic and advance computer training to employees has
assisted in the smooth changeover to ERP system during the current
accounting year. The process of strengthening the IT infrastructure by
installing additional computer hardware is on a continual basis and all
efforts would be made by the Company to achieve its goal of complete
ERP solutions.
INTERNAL AUDIT AND CONTROL
During the financial year, the Company has appointed M/s. O.P. Rathi &
Co., Chartered Accountants, Vadodara, Gujarat as Internal Auditors and
started implementing recommendations of the Internal Auditors. The
findings of the Internal Auditors are being
discussed on an on-going basis with the concerned operation and process
divisions and corrective actions are taken. Internal Audit reports are
discussed in Audit Committee meetings.
ENVIRONMENT, SAFETY AND HEALTH
Safety, Health and Environment continue to be top priorities of the
company. Continual improvements are made in environmental and safety
performance through involvement and training of personnel at all
levels.
Salasar Copper, unit of your company meets the requirements of the
International Standards IS014001:2004 and OHSAS 18001:2007.
During the year Salasar Cooper has also achieved certification under
EnMS 16001:2009; the standard for Energy Management System which
complements the Environment Management System and reinforces our
commitment towards a safe environment. The erstwhile ESH committee has
now been rechristened as ESHE committee which meets every month to
discuss important issues related to environment, safety, health and
energy.
CORPORATE SOCIAL RESPONSIBILITY
Your Company believes that sustainable development is possible only
when it strikes a reasonable balance between its manufacturing
activities and major concerns of the society and community at large.
Management's commitments, work culture, business ethics and processes
create a positive atmosphere for all to participate and in turn a
commitment towards corporate social responsibility. A free medical
dispensary at Silvassa Works operates for the welfare of the down
trodden. Tree plantation programme is carried out during the monsoon.
Blood donation camp was organized during the current financial year.
Your Company lays stress on imparting good education to the children
and makes contributions to educational institutions.
ACKNOWLEDGEMENTS
Your Directors express their grateful appreciation for the support and
co-operation received from the Banks, Government Authorities,
Customers, Vendors and Members during the year under review. Your
Directors also wish to place on record their deep sense of appreciation
for the committed services by the Executives, Staff and Workers of the
Company.
For and on behalf of the Board
Rameshwarlal Kabra
Chairman
Place: Mumbai
Date : 28th May, 2011
Mar 31, 2010
The Directors have pleasure in presenting the Eighteenth Annual Report
on the business, operations and the Audited Accounts of your Company
for the financial year ended 31st March, 2010
FINANCIAL HIGHLIGHTS (Rs. in Lacs)
Year ended Year ended
particulars 31st March, 2010 31st March, 2009
Gross Sales and other
Income 40,567.79 30,377.04
Total
Expenditure 37,860.05 29,245.38
Profit before Interest,
Depreciation, Taxation &
Extraordinary items
2,707.74 1,131.66
Less: Interest (net of
income) 560.56 627.14
Depreciation 344.35 286.40
Profit before Extra-ordinary
items and Tax 1,802.83 218.12
Add/(Less): Extra-ordinary
item (14.47) 3.17
Profit before Tax and prior
period adjustments 1,788.36 221.29
Less: Provision for Taxation 617.70 83.85
Profit before prior period
adjustments 1,170.66 137.44
Add/(Less): Prior period
adjustments (0.03) (0.34)
Net Profit after tax and prior
period adjustments 1,170.69 137.10
Balance brought forward from
Previous Year 944.23 903.65
Profit available for
appropriation 2,114.92 1,040.75
Appropriations:
Proposed
Dividend 220.00 82.50
Corporate Tax on proposed
Dividend 36.55 14.02
Transfer to General
Reserve 90.00 0.00
Balance Carried
Forward 1,768.37 944.23
OPERATIONS AND FINANCIAL REVIEW
Financial Year 2009-10 proved a flourishing and eventful year for your
Company with further momentum in improving operationa efficiencies and
several new initiatives were undertaken. While improved market
conditions helped in recording better financia performance, significant
improvements were achieved through several internal initiatives viz.
higher capacity utilization, thrust on sale of value added products,
effective cost reduction measures and prudent cash and inventory
management. Your Company achieved a record production of 10,282 MTs
with optimum take at insulated material altogether (ECW, ECS, SWW,etc.)
through improvement in operational efficiencies. Special thrust was
given to expand its distribution network to make its branded products
available across the country
During the Financial Year 2009-10, your Company posted gross Income of
Rs. 40,567.79 Lacs, as against Rs. 30,377.04 Lacs in the previous year,
higher by 33.55 % and registered a net profit after tax of Rs. 1,170.69
Lacs which is up by 753.89 % over the previous years net profit of Rs.
137.10 Lacs
DIVIDEND
Your Company endeavors to balance the dual responsibility of providing
an appropriate return to the members and retaining a reasonable
portion of the profit to maintain healthy financial condition with
a view to supporting and sustaining future expansion plans and growth.
Keeping this endeavor in view and also reflecting the healthy
performance during Financial Year 2009-10,
Our Directors are pleased to recommend, for approval of members,
payment of dividend of Rs.2.00 per share (previous year
for the year ended 31st March, 2010.
The payment of dividend together with tax thereon, if declared, at the
forthcoming Annual General Meeting wil^bsorb Rs.256.55 Lacs.
EXPANSION PLAN
The Company is planning to undertake an expansion plan by way of
increasing its production capacity and existing products^^ range/line.
In this connection, the Company has started executing its expansion
programme at Dadra unit.
DIRECTORS
Shri Vishnu Anant Mahajan and Shri Mukund Chitale, Directors, retire by
rotation and being eligible, offer themselves for re-appointment at the
ensuing Annual General Meeting
Brief profile of the Directors proposed to be re-appointed is annexed
to the Notice of the ensuing Annual General Meeting
DIRECTORS RESPONSIBILITY STATEMENT
As required by sub-section (2AA) of section 217 of the Companies Act,
1956, directors state
- that in the preparation of the annual accounts, the applicable
accounting standards, have been followed and no materia departures have
been made from the same;
- that such accounting policies have been selected and applied
consistently, and such judgements 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 at the end of the financial year and of the
profit of the Company for that period;
- that proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company, for preventing and
detecting fraud and other rregularities;
- that the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
Your Company is committed to good Corporate Governance practices. A
Report on Corporate Governance together with Management Discussion and
Analysis Report and along with a certificate from M/s. Rathi &
Associates, Company Secretaries, Mumbai, regarding compliance of
requirements of Corporate Governance pursuant to Clause 49 of the
Listing Agreement with the Stock Exchange is annexed hereto and forms
part of this Annual report.
AUDITORS REPORT
The observations made in the Auditors Report, read together with the
relevant notes thereon are self-explanatory and hence, do not call for
any comments under section 217 of the Companies Act, 1956
AUDITORS
The directors recommend the appointment of M/s. V.C.Darak & Associates,
Chartered Accountants as auditors for the period from the conclusion of
the ensuring annual general meeting till the conclusion of the next
annual general meeting and to fix their remuneration
PARTICULARS OF EMPLOYEES
The Company continues to maintain cordial relation with its workforce
at all locations. Continuous upgradation of core skill through training
programmes either internally or through external agencies are an
integral parts of human resources development policy.
Information as required under sub-section (2A) of Section 217 of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended is annexed hereto and forms part of this
report.
PUBLIC DEPOSITS
The deposits accepted by the Company are in accordance with the
provisions of Section 58A of the Companies Act, 1956, read with the
Companies (Acceptance of Deposits) Rules, 1975 as amended
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The relevant data 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 is annexed hereto and forms part of
this report.
ENTERPRISE RESOURCE PLANNING (ERP)
A major IT initiative has been undertaken to implement ERP across all
plants and offices of the Company. This will take care of the data
processing & information needs of the Company and help information
sharing and faster decision making. The ERP would cover all functional
modules, like finance, manufacturing, marketing
A fully equipped data centre has been commissioned at Silvassa, with
high-end database servers and data communication network equipment with
connectivity to all production units and offices. The data centre is
equipped with enterprise management software to monitor complete
network connectivity and data security systems.
For speedy intra-unit data communication, local area network (LAN) with
optical fiber connectivity has been established at all the units. All
units and sales offices are getting connected to the Head Office
through high bandwidth MPLS-VPN (multi-protocol abel switching-virtual
private network) connectivity.
To support smooth changeover to ERP system, IT culture and computer
awareness is being promoted through continual basic and advance
computer training to employees and strengthening the IT infrastructure
by installing additional computer hardware
A new mailing solution ZIMBRAwas implemented with a central mail server
at the Head Office to have a uniform mailing system across the Company.
The Company will continue to innovate and derive even greater benefits
by using information technology as business enabler.
INTERNAL AUDIT AND CONTROL
During the financial year, the Company has appointed M/s. O.P. Rathi &
Co., Chartered Accountants, Vadodara, Gujarat as Internal Auditors and
started implementing recommendations of the Internal Auditors. The
findings of the Internal Auditors are being discussed on an on-going
basis with the concerned operation and process divisions and corrective
actions are taken Internal Audit reports are discussed in Audit
Committee meetings
ENVIRONMENT, SAFETY AND HEALTH
The Environment, Safety and Health are the overriding considerations of
the Company. The state-of-art manufacturing equipment and technology
meets the requirements of International Standards. Continual training
on EMS and OHSAS, awareness on environmental aspects and impacts has
led to a good performance on this front.
Your Companys unit Salasar Copper has been audited for ISO 14001:2004
and OHSAS 18001:2007 successfully.
CORPORATE SOCIAL RESPONSIBILITY
Your Company considers Corporate Social Responsibility as an
opportunity to give back to the society and it consistently put this
philosophy in to action. As a responsible corporate citizen, your
Company tries to contribute for social and environmenta causes on a
regular basis
ACKNOWLEDGEMENTS
The Directors express their grateful appreciation for the support and
co-operation received from the Banks, Government Authorities,
Customers, Vendors and Members during the year under review. The
Directors wish to place on record their deep sense of appreciation for
the committed services of the Executives, Staff and Workers of the
Company.
For and on behalf of the Board
Place : Mumbai Rameshwarlal Kabra
Date : 25th May, 2010 Chairman
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