| The Directors take pleasure in presenting the Thirty First Annual
Report together with audited accounts for the year ended 31st March,
2015.
1. details
in Lacs
Particulars 31.03.2015 31.03.2014
Gross Revenue from Operations 17,577.61 17,328.64
Net Revenue 16,765.74 16,546.49
Earning before interest and
Depreciation 380.15 171.80
(EBITDA)
Less: Interest 254.58 236.42
Interest Income (3.70) (3.28)
Depreciation 501.10 420.59
Profit / (Loss) before Tax (371.83) (481.92)
Less: Provision for Tax - -
Less : Deferred Tax Liability - -
Profit After Tax (371.83) (481.92)
Add : Balance brought forward 1,713.64 2,195.57
Less: Adjustment on account of
depreciation (111.32) -
Profit available for distribution 1,230.49 1,713.64
Appropriation - -
Total Balance carried forward 1,230.49 1,713.64
2. Dividend
In view of loss during the year, your Directors have not recommended
any dividend for the year.
3. Performance
The Net Revenues (net of duties and taxes) during the year were Rs.
16,766 lacs as against Rs. 16,546 lacs in the previous year. Net Sales
Turnover increased by 1.33% over the previous year.
During the year, there was increase in employee costs of Rs. 223 lacs
over previous year due to merit increase during the year.
Provision for Doubtful Debts and advances was made amounting to Rs. 72
lacs as against Rs. 77 lacs in previous year. Casual Labour cost was Rs.
555 lacs as against Rs. 552 lacs in previous year. Power costs was Rs. 384
lacs as against Rs. 452 lacs in previous year due to reduction in
overtime and effective plant utilization. Legal and professional were
increased to Rs. 442 lacs as against Rs. 106 lacs in previous year.
Advertising and sales promotion expenses decreased to Rs. 30 Lacs as
against Rs. 142 lacs in previous year. Bad Debts written off is Rs. Nil and
Gain on Sales of Fixed Assets amounted to Rs. 1 lac in during the year
under review. Increase in improved plant utilization resulting in
positive EBIDTA of Rs. 380 lacs as against positive EBIDTA of Rs. 172 lacs
in the previous year.
Revenue from processing at Zinc Plant increased to Rs. 495 lacs against Rs.
439 lacs in previous year. Also revenue from services like
Commissioning and Installation decreased to Rs. 33 lacs from Rs. 187 lacs
in previous year.
4. Directors and Key Managerial Personnel
Mr. Javed Ahmad, Director is liable to retire by rotation and being
eligible and offers himself for re-appointment.
Based on the recommendation of the Nomination and Remuneration
Committee, Mr. Sugata Sircar and Ms. Rachna Mukherjee were appointed as
additional directors at the Board Meetings held on 13th November, 2014
and 11th February, 2015 respectively and will continue till the
conclusion of the ensuing Annual General Meeting. The Board has
recommended their appointment as Directors of the Company.
Ms. Rajani Kesari has resigned as Director effective 8th November, 2014
and Mr. Anil Chaudhry has resigned as Director effective 11th February,
2015.
It is also proposed to re-appoint Mr. Swaminathan Venkatraman as
Managing Director for a further period of two years.
Pursuant to the provisions of Sections 149, 150, 152 and any other
applicable provisions of the Companies Act, 2013 and the Rules made
there under (including any statutory modification(s) or re-enactment
thereof) read with Schedule IV to the Companies Act, 2013, the Board
has recommended the appointment of Mr. Shravan Vijaykumar Sharma, Mr.
Ganesh Vaidyanathan, and Mr. Vishar Subramanian Vasudevan, all being
Independent Directors for a period of three year from the conclusion of
the ensuing Annual General Meeting.
The following were designated as Key Managerial Personnel in the Board
Meeting held on May 27, 2014:
1) Mr. Swaminathan Venkatraman, Managing Director
2) Mr. Vighneshwar Bhat, Company Secretary
3) Mr. Neeraj Garg, Chief Officer
5. Auditors
The members of the Company, by passing a resolution at the previous
Annual General Meeting of the Company had appointed M/s. S. R. Batliboi
& Associates LLP, Chartered Accountants (Reg. No. 101049W) as the
Statutory Auditors of the Company till the conclusion of Thirty Second
Annual General Meeting subject to yearly ratification by the
Shareholders. The Statutory Auditors have confirmed their eligibility
and the Board proposed the ratification of their appointment by the
Shareholders for the year 2015-16.
The Board on the recommendation of the Audit Committee, has appointed
M/s. Rao, Murthy & Associates, Cost Accountants as Cost Auditors of the
Company for the Year 2015-16.
6. Deposits
The Company has neither accepted nor renewed any deposits from public
within the meaning of Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014 during the year under
review.
7. Subsidiary Companies
Your Company has no Subsidiary Company.
8. Technical Knowhow
The Company is fully capable of evolving its own designs as well
providing the support required for the operations of the Company.
9. Conservation of Energy etc.
Information as per the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules relating to conservation of energy,
technology absorption, foreign exchange earnings and outgo are given in
Annexure 'I' forming part of this report.
10. Secretarial Audit
Secretarial audit report as provided by M/s. Nesar & Associates,
Practicing Company Secretaries is annexed to this Report as Annexure
II.
11. Corporate Governance
Your Company believes in good corporate governance and has initiated
several proactive steps in this regard. A separate section on Corporate
Governance is given in Annexure III. A certifcate from the Company
Secretary in Practice regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement is
given in elsewhere in the Annual Report.
12. Reserves
Due to loss for the year ended 31st March, 2015, the Company has not
transferred any amount to the General Reserve.
13. Share Capital
The paid up Equity Share Capital of the Company as on 31st March 2015
was Rs. 60,480,000. During the year under review, there has been no
change in the Equity Share Capital of the Company.
14. Board Meetings
The Board of Directors met four (4) times (27th May 2014, 12th August
2014, 13th November 2014 and 11th February 2015) during this financial
year.
15. Declaration from Independent Directors on annual basis
The Company has received necessary declaration from all Independent
Directors of the Company under Section 149(7) of the Companies Act,
2013 that the Independent Directors of the Company meet with the
criteria of their Independence laid down in Section 149(6). The Board
has duly taken note of the same.
16. Composition of the Committees
Composition of the Audit Committee, Nomination and Remuneration
Committee, Risk Management Committee and Stakeholders Relationship
Committee are given in the Corporate Governance Report attached to this
Report.
17. Extract of the Annual Return
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return for the financial year ended March 31,
2015 in MGT 9 is attached as Annexure IV to the Report.
18. Corporate Social Responsibility
Since the Company is not meeting any of the criteria laid down in
Section 135 of the Companies Act, 2013, and consequently not required
to formulate any policy or not required to disclose any details under
Companies Act, 2013.
19. Related Party Transactions
The Company has formulated a policy on Related Party Transaction and
also on dealing with the Related Party Transactions. The Policy has
been put up on the website of the Company. All transactions entered
into with the Related Parties were as per the RPT Policy adopted by the
Company.
20. Annual Evaluation of the Board and Committees
Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of
the Listing Agreement, during the year, the Board adopted a formal
mechanism for evaluating the performance as well as that of its
Committees and individual Directors including the Chairman of the
Board. The Board has carried out an annual performance evaluation of
its own performance and that of its statutory committees viz. Audit
Committee, Stakeholder Relationship Committee, Nomination and
Remuneration Committee and that of the individual directors.
21. Remuneration to Directors
We confrm that the remuneration paid to the Directors is as per the
terms laid out in the Nomination and Remuneration Policy of the
Company.
22. Particulars of Employees
The Information as per Section 197(12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Report. However,
as per the provisions of Section 136 of the Act, the report and
accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
23. Directors' Responsibility Statement
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the
Directors hereby confrm that :
(a) in the preparation of the annual accounts for the year ended 31st
March, 2015, 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 and of the profit and
loss of the company as at 31st March, 2015;
(c) the directors have taken proper and suffcient 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 are operating effectively; and
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
24. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Pursuant to the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with
Rules amended upto date, the Company has constituted a Central Internal
Complaints Committee at its Office at 5C/1, KIADB Industrial Area,
Attibele, Bangalore-562107. The Central Internal Complaints Committee
has been given the responsibility to receive and address the complaint
received, if any, at all locations where the Company is present. The
Company has also taken certain steps to create awareness about
familiarization to the said policy having been put in place. There was
no instance of alleged sexual harassment reported during the year under
review.
25. Internal Audit
The in-house internal audit team is responsible for assurance with
regard to the effectiveness and effciency of internal control systems
and processes. This team in your company is an independent and
objective function, performing assurance and consulting activities
designed to add value and improve the company processes. It helps the
Company to accomplish its objective by bringing a systematic,
disciplined approach to evaluate and improve the effectiveness of risk
management, control and governance process. The audit plan for the year
is based on business risk and internal control assessment which is
approved by the Audit Committee and Board of Directors of the Company.
As per the requirement of the Companies Act, 2013, the Company is in
the process of setting up the frame work for internal control on
financial reporting. The Company is in the process to seek service from
one of the reputed consultants after carrying "As is" diagnostic
analysis.
26. Particulars of Loans, Guarantees or Investments
The 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 Statements.
27. Material Changes and Comments affecting the Position of
the Company after 31st March, 2015
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year, to which
this financial statement relate and the date of this Report.
28. Details of significant and Material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and Company's
Operation in future
There was no significant and material order passed by any regulator or
court or tribunal impacting the going concern status of the company and
its future operations.
29. Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of Section 177 of the Companies Act, 2013
read with the Rules made there under, the Company has formulated and
implemented Vigil Mechanism for disclosing of any unethical behavior,
actual or suspected fraud or violation of the Company's code of conduct
and other improper practice or wrongful conduct by employees or
directors of the company.
During the year under review, the Company has not received any
complaints relating to unethical behavior, actual or suspected fraud or
violation of Company's code of conduct from any employee or directors.
30. Risk Management Policy
In compliance with the requirement of the Companies Act, 2013, the
Company has put in place the Risk Minimization and Assessment
procedures. The Objective of any risk identification and assessment
process is to evaluate the combination of likelihood and level of
negative impacts from and event. The three main components of a risk
assessment are business risk, service /operational risk and external
risk. The Company manages the risk in line with current risk management
best practice. This facilitates the achievement of our objectives,
operational effectiveness and effciency protection of people and
assets, informed decision-making and compliance with applicable laws
and regulations.
31. Buy back of Securities
The Company has not bought back any of its securities during the year
under review.
32. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year
under review.
33. Bonus Shares
No Bonus shares were issued during the year under review.
34. Code of Conduct and Ethics
The Board of the Company has adopted a Code of Conduct and Ethics for
the Directors and Senior Executives of the Company. The objective of
the code is to conduct the Company's business ethically and with
responsibility, integrity, fairness, transparency and honesty. The Code
sets out a broad policy for one's conduct in dealing with the Company,
fellow Directors and Employees and with the environment in which the
Company operates. The code is available on the Company's website.
35. Acknowledgement
Your Directors would like to thank all stakeholders, namely, customers,
shareholders, dealers, suppliers, bankers, employees and all other
business associates for the continuous support given by them to the
Company and its Management.
For and on Behalf of the Board
Shravan Sharma
Chairman
Date : 21st May, 2015
Place: Bangalore
|