The Directors have pleasure in presenting the Eighth Directors'' Report
of your Company along with the financial statements for the financial
year ended 31st March, 2015.
1. Operating Results
Certain key aspects of your Company''s performance during the financial
year ended 31st March, 2015, as compared to the previous financial year
are summarised below:
(Rs. in ''000)
Particulars Year Ended Year Ended
Income for the year 4,79,767.55 4,27,388.03
Profit before Interest, 1,21,318.45 1,00,397.97
Depreciation and Tax
Finance Charges 13,056.79 15,954.45
Profit before Depreciatio 1,08,261.66 84,443.52
Depreciation & Amortisati 39,007.15 31,738.64
Provisions for Taxation/ 21,953.70 16,928.24
Prior Period Items / 5.86 33.22
Minority Interest & Nil Nil
Profit from Associate
Net Profit for the 47,294.95 35,743.42
Earlier Years Balance 64,894.13 30,780.76
Net Profit available for 1,12,189.08 66,524.18
Transfer to General Nil Nil
Balance carried to 1,12,189.08 66,524.18
The Directors do not recommend any dividend for the Financial Year
ended 31st March, 2015.
3. Share Capital
There was no change in the Company''s share capital during the year
The Company''s paid up equity share capital remained at Rs. 19,04,39,390
comprising of 1,90,43,939 equity shares of Rs. 10/- each.
4. OVERVIEW OF OPERATIONS:
During the year under review, your Company recorded a total income of
Rs. 4,79,767.55 (''000) and Net Profit of Rs. 47,294.95 (''000). For
further information, kindly refer to Management Discussion and Analysis
Report, forming part of this Annual report.
5. 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 No. MGT-9 of the
Companies (Management and Administration) Rules, 2014 is appended as
Annexure I to this Annual Report.
6. number of meetings of the board
The Board met four times in financial year 2014-15 viz., on 28th May,
2014, 4th August, 2014, 5th November, 2014 and 2nd February, 2015.
7. Directors'' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:
i. In the preparation of the annual accounts for financial year ended
31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii. 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 31st March, 2015 and of the profit of the Company for
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts for financial year
ended 31st March, 2015 on a ''going concern'' basis.
v. The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and have been operating efficiently.
vi. The Directors have devised proper systems to ensure compliance
with provisions of all applicable laws and that such systems were
adequate and operating effectively.
8. DECLARATION BY INDEPENDENT Directors
The Independent Directors of the Company have submitted the declaration
of Independence as required under Section 149(7) of the Companies Act,
2013 confirming that they meet the criteria of independence under
Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing
9. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The Policy of the Company on Directors'' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section
(3) of Section 178 of the Companies Act 2013, is appended as Annexure
II to this Annual Report.
10. PARTICULARS of LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
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 Financial Statements.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
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 and
Definitions Details), Rules, 2014 in accordance with the provisions of
the Companies Act, 2013, Rules issued thereunder and Clause
49 of the Listing Agreement. During the financial year 2014-15, the
Company has not entered into transactions with related parties which
qualify as material transactions under the Listing Agreement. The Form
AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read
with Rule 8(2) of the Companies(Accounts) Rules, 2014 is set out as
Annexure III to this Annual Report.
The details of related party transactions as required under Accounting
Standard-18 are set out in notes to accounts to the Financial
Statements forming part of this Annual Report.
Policy on related party transactions is available on Company''s website
and the same may be accessed at the link
12. 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 the Report.
13. particulars regarding conservation of energy, technology absorption
and foreign exchange earnings and outgo
The particulars in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required under
Section 134(3)(m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 is given in Annexure IV to this Annual Report.
14. business risk management
Pursuant to Clause 49 of the Listing Agreement, the Company has
constituted a Risk Management Committee (RMC). The Committee comprises
of Mr. Aditya Mangaldas, Mr. Chand Arora and Mr. Aurobind Patel. Terms
of Reference of Risk Management Committee are as follows:
1. To lay down a framework for identification, measurement, analysis,
evaluation, prioritization, mitigation & reporting of various risks in
line with the Risk Management Policy of the Company.
2. To review the strategies, policies, frameworks, models and
procedures that lead to the identification, measurement, reporting and
mitigation of various risks.
3. To implement risk mitigation plans in the interest of the Company.
4. To help the Board define the risk appetite of the organization and
to ensure that the risk is not higher than the risk appetite determined
by the Board.
5. To safeguard Company''s properties, interests, and interest of all
6. To evolve the culture, processes and structures that are directed
towards the effective management of potential opportunities and adverse
effects, which the business and operations of the Company are exposed
7. To optimize a balance between the cost of managing risk and the
8. To monitor the effectiveness of risk management functions throughout
the organization. Ensure that infrastructure, resources and systems are
in place for risk management and are adequate to maintain a
satisfactory level of risk management discipline.
9. To create awareness among the employees to assess risks on a
continuous basis and to ensure that risk awareness culture is pervasive
throughout the organization.
10. To review issues raised by Internal Audit that impact the risk
11. To review and approve risk disclosure statements.
The Company has a robust Risk Management framework to identify,
evaluate business risks and opportunities. This framework seeks to
create transparency, minimize adverse impact on the business objectives
and enhance the Company''s competitive advantage.
The business risk framework defines the risk identification and its
management approach across the enterprise at various levels including
documentation and reporting. The framework helps in identifying risks
trend, exposure and potential impact analysis on a Company''s business.
15. vigil mechanism
The Company has adopted a Whistle Blower Policy for Directors and
Employees to report genuine concerns and to provide for adequate
safeguards against victimization of persons who may use such mechanism.
The said policy is posted on the Company''s website
16. annual evaluation of peformance of the board
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual evaluation
of its own performance, performance of the Directors as well as the
evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation
criteria for the Board, its Committees and Directors.
The Board''s functioning was evaluated on various aspects, including
inter alia degree of fulfillment of key responsibilities, Board
structure and composition, establishment and delineation of
responsibilities to various Committees, effectiveness of Board
processes, information and functioning.
Directors were evaluated on aspects such as attendance and contribution
at Board/ Committee Meetings and guidance/support to the management
outside Board/ Committee Meetings. In addition, the Chairman was also
evaluated on key aspects of his role, including setting the strategic
agenda of the Board, encouraging active engagement by all Board
Areas on which the Committees of the Board were assessed included
degree of fulfillment of key responsibilities, adequacy of Committee
composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out
by the entire Board, excluding the Director being evaluated. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also
reviewed the performance of the Board as a whole. The Nomination and
Remuneration Committee also reviewed the performance of the Board, its
Committees and of the Directors.
17. subsidiary companies
The Company does not have any subsidiaries. However, the Company has
formulated policy for determining material subsidiary and the same is
available on Company''s website and the same may be accessed at the link
18. details relating to deposits, covered under chapter v of the
companies act, 2013
During the year under review, the Company has not accepted any deposit
from the public.
19. significant and material orders passed by the regulators or courts
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations.
20. internal control system
The Company has an internal financial control system commensurate with
the size and scale of its operations and the same has been operating
effectively. The Internal Auditor evaluates the efficacy and adequacy
of internal control system, accounting procedures and policies adopted
by the Company for efficient conduct of its business, adherence to
Company''s policies, safeguarding of Company''s assets, prevention and
detection of frauds and errors and timely preparation of reliable
financial information etc. Based on the report of internal audit
function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit
Committee of the Board.
21. directors and key managerial personnel
In accordance with the provisions of Section 152(6)(e) of the Companies
Act, 2013, Mr. Chand Arora (DIN : 00016583), Director of the Company
will retire by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.
Mr. Chand Arora (DIN : 00016583), Managing Director and Ms. Sushama
Vesvikar, Company Secretary of the Company are the Key Managerial
Personnel as per the provisions of Section 203 of the Companies Act,
2013 and Rules made there under and were already in office before the
commencement of the Companies Act, 2013. Further, during the year
pursuant to provisions of the Companies Act, 2013, Mr. Ulhas Jagannath
Kale was appointed as Key Managerial Personnel of the Company to be
designated as Chief Financial Officer (CFO) of the Company w.e.f. 4th
Further, Mr. Harshvardhan Piramal (DIN : 00044972) ceased to be a
Director of the Company w.e.f. 25th September, 2014. The Board places
on record its appreciation for the valuable services and guidance given
by Mr. Harshavardhan Piramal (DIN : 00044972) to the Company during his
tenure as Director of the Company.
1. Statutory Auditor
The Board of Directors recommends to re-appoint M/s. Amit Desai & Co.,
Chartered Accountants as Statutory Auditors of the Company who were
appointed as Statutory Auditors of the Company at last Annual General
Meeting to hold office from the conclusion of 7th Annual General
Meeting till the conclusion of 10th Annual General meeting, subject to
ratification of their appointment at every Annual General Meeting. The
Board of Directors of the Company at its meeting held on 12th May, 2015
recommended to members of the Company ratification of appointment of
M/s. Amit Desai & Co., Chartered Accountants as the Statutory Auditors
of the Company for financial year 2015-2016.
There are no qualifications, reservations or adverse remarks or
disclaimers made by Statutory Auditors, in their report.
Your Company has received a letter from M/s. Amit Desai & Co. to the
effect that their re-appointment, if made, would be under the second
and third proviso to Section 139 (1) of the Act and that they are not
disqualified within the meaning of Section 141 of the 2013 Act read
with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.
2. Secretarial Auditor
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 A. K. Jain & Co., a
firm of Company Secretaries in Practice to undertake the Secretarial
Audit of the Company for the year ended 31st March, 2015. The
Secretarial Audit Report is annexed as Annexure V to this Annual
There are no qualifications, reservations or adverse remarks or
disclaimers made by Secretarial Auditor of the Company, in his
secretarial audit report.
23. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion & Analysis Report and Corporate Governance Report together
with Certificate from Practicing Company Secretary, on compliance with
the conditions of Corporate Governance as laid down, forms part of this
24. AUDIT COMMITTEE OF THE COMPANY:
The Company''s Audit Committee comprises the following Directors:
1. Mr. Aditya Mangaldas (Chairman);
2. Mr. Chand Arora;
3. Mr. Aurobind Patel
The composition of the Audit Committee is in compliance with the
requirements of Section 177 of the Companies Act, 2013 and Clause 49 of
the Listing Agreement.
25. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules and disclosures pertaining to
remuneration and other details as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided in Annexure VI to
this Annual Report.
Your Directors express their sincere appreciation of the co-operation
received from shareholders, bankers and other business constituents
during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the commitment displayed by
all executives, officers and staff, resulting in the successful
performance of the Company during the year.
By Order of the Board of Directors,
Mumbai, 27th July, 2015
Plot No. 101-103,
19th Street, MIDC,
Satpur, Nasik - 422 007, Maharashtra.
CIN : L51494MH2008PLC178384
Email ID: email@example.com
Tel No : 91-253-3918200 Fax No :91-253-3918220