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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 '14    « Mar 13
Dear Members,
 
 The Directors take pleasure in presenting the 30th Annual Report on
 the operations of your Company and the Audited Accounts for the
 financial year ended 31st March, 2014, 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                                       2013-14      2012-13
 
 
 Net Sales                                       27,818.45    27,063.41
 
 Other Income                                       168.46        72.21
 
 Profit before interest and depreciation          1,792.25     1,616.42
 
 Less: Interest                                     629.83       595.76
 
 Depreciation                                       323.30       323.08
 
 Profit before exceptional &
 extraordinary items and tax                        839.12       697.58
 
 Exceptional & Extraordinary Item (Net of tax):
 
 Profit on sale of Glass Lining Division                 -     1,468.15
 
 Profit before Tax                                  839.12     2,165.73
 
 Profit after Tax                                   521.07     1,979.42
 
 Add: Opening balance in
 Statement of Profit & Loss                       3,731.88     1,972.25
 
 Amount available for appropriation               4,252.95     3,951.67
 
 Appropriations:
 
 Transfer to General Reserve                         53.00       150.00
 
 Proposed Dividend on equity shares                  90.06        60.04
 
 Income Tax on proposed Dividend                     15.31         9.74
 
 Surplus carried to Balance Sheet                 4,094.58     3,731.88
 
 
 Dividend:
 
 Your Directors have pleasure in recommending a dividend of Rs. 3.00 per
 share for the Financial Year 2013-14.
 
 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. 27,721 lakhs as
 against Rs. 25,987 lakhs in the previous year.
 
 Windmills:
 
 The entire energy of around 28 lakhs units generated at Ramagiri was
 sold to Andhra Pradesh Power Coordination Committee, and the total
 revenue was Rs. 97 lakhs as against Rs. 45 lakhs in the previous year.
 The current year''s revenue includes an amount of Rs. 4 lakhs towards
 arrears for the short payments made earlier during Financial Year
 2012-13.
 
 Total:
 
 The combined turnover of the Company, thus, was Rs. 27,818 lakhs for
 the year under review, as against Rs. 27,063 lakhs (including turnover
 of Rs. 1,031 lakhs from the discontinued operations) for the previous
 year.
 
 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 217(1)(e) of the Companies Act,
 1956 read with the Companies (Disclosure of Particulars in the Report
 of Board of Directors) Rules, 1988:
 
 A. Conservation of Energy:
 
 (i) Your Company continues to explore all possible avenues to reduce
 energy consumption. We have installed variable frequency drives for the
 induced draft fans being used in the pollution control equipment of our
 smelting process, resulting in an over 30% savings in power
 consumption. We are also exploring the possibility of using natural
 lighting options such as ''skyshade'' and solar lighting for our factory.
 
 (ii) As your Company is not covered in the Schedule to the Companies
 (Disclosures of particulars in the report of the Board of Directors)
 Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956,
 the details under Form ''A'' are not required to be furnished.
 
 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                                       2013-14      2012-13
 
 a) Foreign Exchange earnings on exports.           822.20       529.21
 
 b) Foreign Exchange used on account of:
 
 i) Foreign Travel                                    3.37            -
 
 ii) C|F value of imports of
     raw material & others                       13,980.20     9,861.09
 
 iii) Dividend for 2012-13/2011-121                   1.65         1.65
 
 
 Directors:
 
 Pursuant to the provisions of Section 152 of the Companies Act, 2013,
 Sri Sandeep Ramesh will retire by rotation at the ensuing Annual
 General Meeting and, being eligible, offers himself for reappointment.
 
 On 9th August, 2014 the Board of Directors of your Company, on the
 recommendation of the Nomination and Remuneration Committee, has
 re-appointed Sri V. Ramesh as Managing Director of the Company for a
 period of 3 years with effect from 14th August, 2014, subject to the
 approval of the members at the ensuing Annual General Meeting.
 
 On 9th August, 2014 the Board of Directors of your Company, on the
 recommendation of the Nomination and Remuneration Committee, has
 re-appointed Sri Sandeep Ramesh as Executive Director of the Company
 for a period of 3 years with effect from 14th August, 2014, subject to
 the approval of the members at the ensuing Annual General Meeting.
 
 Ministry of Corporate Affairs vide its General Circular No.14/2014,
 dated 9th June, 2014, has clarified that it would be necessary that if
 it is intented to appoint existing Independent Directors under the
 Companies Act, 2013, such appointment shall be made expressly under
 Section 149(10)/(11) read with Schedule IV of the Companies Act, 2013
 within one year from 1st April, 2014. Therefore, upon a notice in
 writing from a member under Section 160 of the Companies Act, 2013,
 along with requisite deposits, your Board on the recommendations of the
 Nomination and Remuneration Committee, proposes for the appointment of
 Sri S. V. Narasimha Rao, Sri V. Ashok and Sri Satish Malladi as
 Independent Directors at the ensuing Annual General Meeting. The
 respective appointments have been proposed for a fixed tenure of five
 years having regard to the transitory provisions for the continuance of
 existing Independent Directors.
 
 The company has received requisite notice in writing along with
 requisite deposits from a member of the company proposing the
 candidature of Sri Sridar Swamy and Sri Suketu Shah as Independent
 Directors of the company for a tenure of five years.
 
 The company has received requisite notice in writing along with
 requisite deposit from a member of the company proposing the
 candidature of Smt. Vuyyuru Rajeswari as Director of the company.
 
 Deposits:
 
 Your Company has accepted fixed deposits during the year, and complied
 with all the statutory provisions. The outstanding deposits as on 31st
 March, 2014 amount to Rs. 661 lakhs, which include Rs. 476 lakhs from
 related parties. Your Company is in the process of paying back all the
 fixed deposits, as they mature, during the course of the year, and does
 not plan to accept any new fixed deposits.
 
 Auditors:
 
 Statutory Auditor: Your Company''s auditors M/s. Sarathy & Balu,
 Chartered Accountants, will retire at the conclusion of the forthcoming
 Annual General Meeting and have expressed their inability to accept
 re-appointment. On the recommendations of the Audit Committee, the
 Board has proposed to appoint M/s. JVSL & Associates, Chartered
 Accountants, who have confirmed their eligibility under Section
 141(3)(g) of the Companies Act, 2013, as the statutory auditors, at the
 ensuing Annual General Meeting.
 
 Cost Auditor:
 
 On the recommendation of the Audit Committee, the Board of your company
 has appointed M/s. Kapardhi & Associates, Cost Accountants, as Cost
 Auditor for the Financial Year 2014-15.
 
 Employees:
 
 No employee was in receipt of remuneration more than the limit
 prescribed under the Companies (Particulars of Employees) Rules, 1975.
 
 Transfer of unclaimed and unpaid dividend to IEP Fund: Pursuant to
 Section 125 of the Companies Act, 2013, read with the Investor
 Education and Protection Fund (Awareness and Protection of Investors)
 Rules, 2001 as amended from time to time, an amount of Rs. 1,15,803/-
 in the unclaimed and unpaid Final dividend for 2005-06 and Rs. 68,764/-
 in the unclaimed and unpaid interim dividend for 2006-07 were
 transferred to the Investor Education and Protection Fund during the
 year. Disclosure as per listing agreement:
 
 Clause 32:
 
 The cash flow statement in accordance with the Accounting Standard on
 Cash Flow Statements (AS-3), which forms part of Financial Statements,
 is appended to this Report.
 
 Clause 43A:
 
 Your Company''s shares are listed on the BSE Ltd., Mumbai, P.J. Towers,
 Dalal Street, Fort, Mumbai. The annual listing fee for the year 2014-15
 has been paid.
 
 Directors'' Responsibility Statement:
 
 Your Directors, in terms of Section 217(2AA) of the Companies Act,
 1956, confirm:
 
 (i) that in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (ii) that 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 of the company for that period;
 
 (iii) that 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;
 
 (iv) that the directors had prepared the annual accounts on a going
 concern basis.
 
 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
 
 
                                                              V. Ramesh
 Place : Hyderabad                       Chairman and Managing Director
 Date : 9th August, 2014                                  DIN: 00296642
Source : Dion Global Solutions Limited
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