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Nile Directors Report, Nile Reports by Directors
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Nile

BSE: 530129|ISIN: INE445D01013|SECTOR: Glass & Glass Products
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Directors Report Year End : Mar '15    « Mar 14
 Dear Members,
 
 The Directors take pleasure in presenting the 31st Annual Report on
 the operations of your Company and the Audited Accounts for the
 financial year ended 31st March, 2015, together with the Auditors''
 Report thereon.
 
 Financial Results:
 
 Your Company''s results for the year, in comparison with the previous
 year, are given below in a summarized format:
 
 
                                                          (Rs. in lakhs)
 
 Particulars                               2014-15              2013-14
 
 Net Sales                               38,595.87            27,818.45
 
 Other Income                               566.26               168.46
 
 Profit before interest and
 
 depreciation                             2,254.32             1,850.77
 
 Less: Interest                             705.24               697.95
 
 Depreciation                               332.98               313.70
 
 Profit before exceptional &
 
 extraordinary items and tax              1,216.10               839.12
 
 Profit before Tax                       1,216.10               839.12''
 
 Profit after Tax                           811.99               521.07
 
 Add: Opening balance in
 
 Statement of Profit & Loss               4,094.59             3,731.88
 
 Amount available for
 
 appropriation                            4,905.73             4,252.95
 
 Appropriations:
 
 Transfer to General Reserve                 82.00                53.00
 
 Proposed Dividend on equity
 
 shares                                      90.06                90.06
 
 Income Tax on proposed
 
 Dividend                                    18.00                15.31
 
 Surplus/(Deficit) carried to
 
 Balance Sheet                            4,715.67             4,094.58
 
 Note: Previous year''s figures are regrouped and presented wherever
 necessary.
 
 Dividend:
 
 Your Directors have pleasure in recommending a dividend of Rs.3/- per
 share for the financial year 2014-15.
 
 Operations:
 
 Operations of the Company''s two divisions for the year under review
 were as follows:
 
 Lead Division:
 
 This year, the Lead division recorded sales of Rs.38,512 lakhs as
 against Rs.27,721 lakhs in the previous year.
 
 Windmills:
 
 The entire energy of around 25 lakhs units generated at Ramagiri was
 sold to Andhra Pradesh Power Coordination Committee, and the total
 revenue was Rs.84 lakhs as against ''97 lakhs in the previous year.
 
 Total:
 
 The combined turnover of the Company, thus, was Rs.38,596 lakhs for the
 year under review, as against Rs.27,818 lakhs for the previous year.
 
 The entire escrow amount of Rs.10 crores, and accrued interest,
 relating to the sale of Glass Lining Division to De Dietrich Process
 Systems India Private Limited has been received by your Company. This
 amount has been deployed towards working capital.
 
 Corporate Governance: Your Company has complied with all provisions of
 Corporate Governance, as required under Clause 49 of the Listing
 Agreement. A report on Corporate Governance, along with the certificate
 on its compliance from the Auditors, forms part of this report.
 
 Quality System: Your Company''s certificates for Quality Systems under
 ISO 9001 for the Lead Division continue to be valid.
 
 Management Discussion and Analysis Report: A detailed discussion on the
 industry structure as well as on the financial and operational
 performance is contained in the ''Management Discussion and Analysis
 Report'' enclosed hereto that forms an integral part of this Report.
 
 Information as required under Section 134(3)(m) of the Companies Act,
 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014:
 
 A.  Conservation of Energy:
 
 Your Company continues to explore all possible avenues to reduce energy
 consumption.
 
 Manual burners for all the melting furnaces in both units were replaced
 with automatic control burners at a total cost of Rs 10 lakhs, to
 reduce fuel consumption.
 
 Energy efficient lights were installed in a part of the Tirupathi plant
 at a cost of Rs 2 lakhs.
 
 B.  Technology Absorption:
 
 No new technology has been obtained during the year, and the existing
 technology in use has been fully absorbed.
 
 C.  Foreign Exchange earnings and outgo: Total foreign exchange used
 and earned:
 
                                                           (Rs in lakhs)
 
 Particulars                                    2014-15         2013-14
 
 a) Foreign Exchange earnings                    244.72          822.20
     on exports 244.72                           822.20
 
 b) Foreign Exchange used on
     account of:
 
 i)   Foreign Travel                               0.25            3.37
 
 ii)  Professional Charges                         0.91               -
 
 iii) Subscription charges                         2.96               -
 
 iv)  CIF value of imports of                 12,426.55       13,980.20
      raw material & others
 
 v)   Dividend for 2013-                           247             1.65
      14/2012-13
 
 Directors:
 
 Sri S. V. Narasimha Rao, Sri V. Ashok, Sri Satish Malladi, Sri Sridar
 Swamy and Sri Suketu Shah were appointed as Independent Directors of
 the Company for a period of 5 years, while Smt. Vuyyuru Rajeswari was
 appointed as a Director at the 30th Annual General Meeting of the
 Company held on 30th September, 2014.
 
 Sri V. Ramesh and Sri Sandeep Ramesh were reappointed as the Managing
 Director and Executive Director respectively for a period of 3 years
 with effect from 14th August, 2014.
 
 Key Managerial Personnel:
 
 Sri B. Seshagiri Rao, DGM Accounts, was designated as the Chief
 Financial Officer of the Company by the Board of Directors in its
 meeting held on 9th August, 2014.
 
 Number of meetings of the Board:
 
 Details of same are disclosed in the Corporate Governance Report.
 
 Declaration of Independence:
 
 This is to confirm that all the Independent Directors have affirmed
 their compliance with the criteria of Independence as provided in
 Section 149 (6) of the Companies Act, 2013.
 
 Risk Management Policy:
 
 The Board has adopted and is implementing a suitable Risk Management
 Policy for the company which identifies therein different elements of
 risk which may threaten the existence of the company.
 
 Particulars of investments under Section 186 of the Companies Act,
 2013:
 
 The company had made an investment of Rs. 91.16 lakhs in equity shares
 of GLW Ltd in the financial year 2008-09. The company had also made a
 provision for diminution in the value of said investment for the entire
 amount by way of Rs.45.58 lakhs each in the financial years 2012-13 and
 2013-14.
 
 Deposits:
 
 No deposits under Chapter V of the Companies Act, 2013 were accepted or
 renewed during the year.
 
 Compostion of Audit Committee and Vigil Mechanism:
 
 Details of the same are disclosed in the Corporate Governance Report.
 
 Information as required under Section 134(3)(e), Section 178(3) of the
 Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules,
 2014: Refer Annexure B
 
 Disclosures pursuant to Section 197(12) and Rule 5 of the Companies
 (Appointment and Remuneration) Rules, 2014: Refer Annexure C
 
 Annual Report on Corporate Social Responsibility (CSR) activities in
 accordance with Rule 8 of Companies (CSR Policy) Rules, 2014: Refer
 Annexure D
 
 Extract of Annual Return (Pursuant to Section 92(3) and Section
 134(3)(a) of the Companies Act, 2013 and Rule 12 of Companies
 (Management and Administration) Rules, 2014: Refer Annexure E
 
 Employees:
 
 No employee was in receipt of remuneration more than the limit
 prescribed under the Companies (Appointment and Remuneration) Rules,
 2014.
 
 Directors'' Responsibility Statement:
 
 Your Directors, in terms of Section 134(5) of the Companies Act, 2013,
 state 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 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 this Act 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; and
 
 (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.
 
 (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.
 
 Industrial Relations:
 
 The industrial relations in the Company continue to be very cordial and
 stable. Your Directors would like to place on record their appreciation
 of the dedication and commitment of all employees of your Company.
 
 Acknowledgement:
 
 Your Directors thank the customers, vendors, investors, and Andhra Bank
 for their continued support during the year.
 
                                                  For Board of Directors
 
 
                                                                    Sd/-
                                                               V. Ramesh
                                                            Chairman and
 Place : Hyderabad                                     Managing Director
 Date : 14-08-2015                                         DIN: 00296642
 
 
 
Source : Dion Global Solutions Limited
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