The Directors take pleasure in presenting the 28th Annual Report of
the Company on the business and operations of the Company along with
the Audited Balance Sheet and Statement of Profit & Loss Accounts for
the year ended 31st March, 2015.
1. FINANCIAL RESULTS:
The financial performance of the Company, for the year ended March
31,2015 is summarized below: Rs. in Lakhs)
SALES 2014-2015 2013-2014
Export Sales 1322.75 2,187.83
Domestic Sales 431.79 627.62
Total 1,754.54 2,815.45
Other Income 76.58 79.35
Profit before Interest, -374.64 465.12
Depreciation and Tax
Interest & Financial Charges 88.20 60.62
Depreciation & other Write-Offs 136.89 129.25
Net profit/(Loss) for the year -599.72 275.03
Provision for Taxes 4.67 100.22
Profit /(Loss) after Tax -604.39 174.81
SALES 2014-2015 12013-2014
Export Sales 1348.16 2,184.54
Domestic Sales 936.15 1,163.90
Total 2,284.31 3348.44
Other Income 61.49 69.17
Profit before Interest, -136.29 266.43
Depreciation and Tax
Interest & Financial Charges 88.20 60.62
Depreciation & other Write-Offs 251.32 196.22
Net profit/(Loss) for the year -475.81 9.59
Provision for Taxes 7.62 123.25
Profit /(Loss) after Tax 483.43 -113.66
2. FINANCIAL CONDITION AND REVIEW OF OPERATIONS:
Management Discussion and Analysis of Financial Condition and Results
of Operations of the Company for the year under review, as stipulated
in Clause 49 of the Listing Agreement with the Stock Exchanges, is
given as a separate statement in the Annual Report (Annexure - I)
The Board of Directors and Management reviewed the progress of company
at regular intervals, as required.
3. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
Techtran Ophthalmics Private Limited, Techtran Optics Pvt. Ltd and
Techtran Lenses Inc are the subsidiary of your company and pursuant to
Accounting Standard, AS-21 of the Institute of Chartered Accountants of
India, the enclosed Consolidated Financial Statements include the
financial information (relating) to the subsidiaries.
The annual accounts of the Subsidiary and the related detailed
information shall be made available to members seeking such information
at any point of time. The annual accounts of the Subsidiaries shall
also be kept for inspection by any of the members at the administrative
and registered office of the company.
The statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures are annexed hereto in
form AOC- 1 and forms part of the Report (Annexure-VI).
During the period under review no company has ceased to be subsidiaries/
Joint Ventures or associate Companies of our Company and no other new
Companies have became subsidiaries /joint ventures or Associates of to
4. FIXED DEPOSITS:
Your Company has not accepted any fixed deposits covered by the
provisions of Section 73 of the Companies Act, 2013 and the Rules
framed there under and as such no principal or interest was outstanding
as on the date of the Balance Sheet.
With a view to retain the internal accruals for operations and business
activities of the Company, the Board of Directors decided not to
recommend dividend for the year ended march 31,2015.
6. PARTICULARS OF LOANS, GUARANTEES OR 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.
7. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The philosophy we have with regard to internal control systems and
their adequacy has been formulation of effective systems and their
strict implementation to ensure that assets and interests of the
Company are safeguarded; checks and balances are in place to determine
the accuracy and reliability of accounting data. The Company has a well
defined organization structure with clear functional authority, limits
for approval of all transactions. The Company has a strong reporting
system, which evaluates and forewarns the management on issues related
to compliance. Company updates its internal control system from time to
time, enabling it to monitor employee adherence to internal procedures
and external regulatory guidelines.
8. BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act,
2013, Dr. Jayaram Chigurupati retires by rotation and being eligible,
has offered himself for re-appointment. DETAILS OF DIRECTORS OR KEY
MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE
Sri. Hemang Harish Raja has resigned from the Board of the Company
during the period under review. The Board places on record its
gratitude for the services rendered by Mr. Hemang Harish Raja during
his tenure as member of the Board.
Dr. Uma Devi Komath was inducted as an additional director with effect
from 13th February, 2015 and holds office upto ensuing annual general
meeting of the Company. The Company has received notice from a member
pursuant to Section 160 of the Companies Act, 2013, signifying the
intention to propose the candidature of Dr. Uma Devi Komath for the
office of director.
Sri. Jagan Mohan Vedantham was inducted as an additional director with
effect from 21st April, 2015.
Sri Devendra Patil has resigned as the Chief Executive Officer of the
Company with effect from 31st July 2014 and Sri. Hariharan CK was
appointed as Manager of the Company with effect from 25th March 2015.
Sri Jampala Muralidhar was appointed as Chief Financial Officer with
effect from 13th February 2015.
Sri. Satish Choudhury has resigned as the Company Secretary of the
Company with effect from 07th August 2014 and Sri. Ranjith Kumar Shetty
was appointed as Company Secretary with effect from 13th February 2015.
The brief resume/details relating to directors who are to be
appointed/re-appointed are furnished in the explanatory statement to
the notice of the ensuing annual general meeting.
9.1 STATUTORY AUDITORS
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013,
on rotation of audit firms, and based on the recommendation of the Audit
Committee and the Board, M/s. M. Anandam & Co., Chartered Accountants,
Hyderabad were appointed in the last Annual General Meeting held on 13th
August 2014 as Statutory Auditors of the Company to hold office form the
conclusion of the said Annual General Meeting for a period of 3 years in
accordance with the Act, subject to the ratification of the shareholders
at every Annual General Meeting.
9.2 INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit
Committee have appointed M/s. B. Srinivasa Rao & Co, Chartered
Accountants, Hyderabad, as the Internal Auditors of your Company. The
Internal Auditors are submitting their reports on quarterly basis.
9.3 COST AUDITORS:
In accordance with Section 148 of the Companies Act, 2013 read with
Companies (cost records and audit) Rules, 2014 and Companies (cost
records and audit) Amendment Rules, 2014, the Audit Committee has
recommended and the Board of Directors had appointed M/s. Vajralingam &
Co., Cost Accountants, Hyderabad, being eligible and having sought
re-appointment, as Cost Auditors of the Company, to carry out the cost
audit of the products manufactured by the Company during the financial
9.4 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. P S Rao & Co, a
firm of Company Secretaries in Practice to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Audit Report is
annexed herewith and forms part of the Report as Annexure V.
10. DIRECTORS RESPONSIBILITY STATEMENT:
As stipulated in Section 217 (2AA) of Companies Act, 1956, your
Directors subscribe to the Directors'' Responsibility Statement and
confirm as under:
I] That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii] That the directors have selected such accounting policies 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 or
loss of the company for that period;
iii] That the Directors ensured that proper and sufficient care was
taken in 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
iv] That the annual accounts are prepared as an ongoing concern basis.
iv] That 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.
11. UNCLAIMED DIVIDENDS
As per the provisions of Section 125 of the Companies Act, 2013,
dividends remaining unclaimed for a period of seven years from the date
of transfer to the unpaid dividend account are required to be credited
to the IEPF. Accordingly, an amount of Rs. 5,88,673/-being unclaimed
dividend pertaining to the financial year 2006-07 was transferred to the
Investor Education and Protection fund (IEPF) and unclaimed dividend
amounting to Rs. 7.69 Lakhs in respect of the financial year 2008-09 is
due for transfer to IEPF in October, 2016. In terms of said section, no
claim would lie against the Company or the said fund after the said
As at March 31,2015, dividend amounting to Rs. 20.39 Lakhs has not been
claimed by shareholders.
Those shareholders who have not encashed their warrants so far are
requested to send their claims for payment, by giving the details in
the attached format to the Company. Lists of shareholders to whom
dividends remain unpaid are available on the website of the Ministry of
Corporate Affairs. Please note that As per Section 124(6) of the new
Companies Act, 2013 the shares held in respect of the unpaid dividend
has also to be transferred to demat account maintained under Investor
Education and Protection Fund account.
12. PARTICULARS OF EMPLOYEES:
Information required under Section 134 of the Companies Act, 2013 read
with the rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 may be treated as
''NIL'' as none of the employees fall under the purview of the provisions
provided under the Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
who''s details are required to be disclosed.
A statement pursuant to the Section 197 read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is herewith annexed as ''Annexure VIII'' to this report.
13. TRANSFER TO RESERVES
During the financial year under review, there were no transfers to
14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS:
The statement giving particulars with respect to Conservation of
Energy, Technology absorption and Foreign Exchange Earnings and
outgoings as required under Section 134 of the Companies Act, 2013 read
with rule 8 of the Companies (Accounts) Rules 2014 is annexed hereto
and forms part of the Report (Annexure-II).
15. CORPORATE GOVERNANCE:
The Company has been making every endeavor to bring more transparency
in the conduct of its business. A separate section on Corporate
Governance and a Certificate from the Auditors of the Company regarding
compliance of conditions of Corporate Governance as stipulated under
Clause 49 of the Listing Agreement with the Stock Exchanges, form part
of the Annual Report (Annexure-III).
16. DEMATERIALISATION OF SHARES:
Your Company''s equity shares have been under compulsory dematerialized
trading for quite some time and is registered under code ISIN 1NE
020C01016. Shareholders may contact the Registrars for
Dematerialization, namely, CIL Securities Ltd., Regd Office:214,
Raghava Ratna Towers, Chirag Ali Lane, Hyderabad - 500 001, Telephone
Nos.040-23203155/040-23202465, email: firstname.lastname@example.org /
email@example.com for further details, if any.
Your Company''s shares are listed in the BSE Limited (BSE).
18. RELATED PARTY TRANSACTION
All the related party transactions are entered on arm''s length basis
and are in compliance with the applicable provisions of the Companies
Act 2013 and the Listing Agreement.
There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the
interest of the Company at large.
The policy on dealing with related party transactions is available on
the website of the Company (URL:
The particulars of contracts/arrangements entered into by the company
with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 including certain arms length transactions
under third proviso thereto is annexed hereto in Form AOC-2 and forms
part of the Report (Annexure-VII).
19. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as Annexure V.
20. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All the Independent Directors have submitted declarations to the
company to the effect that they meet the criteria of independence as
provided in sub-section (6) of Section 149 of the Companies Act, 2013.
21. ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually, as well
as the evaluation of the working of its Committees. The manner in which
formal annual evaluation was made is provided in the annexed Corporate
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The following is a
summary of sexual harassment complaints received and disposed off
during the year 2014-15.
No of complaints received : Nil No of complaints disposed off : Nil
23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND
Your Company recognizes the value of transparency and accountability in
its administrative and management practices. The Company promotes the
ethical behavior in all its business activities. The Company has
adopted the Whistle Blower Policy and Vigil Mechanism in view to
provide a mechanism for the Directors and employees of the Company to
approach Audit Committee of the Company to report existing/probable
violations of laws, rules, regulations or unethical conduct.
The policy on vigil mechanism is available on the website of the
Company (URL: http://www.techtranindia.com/investors-information.html).
24. NOMINATION AND REMUNERATION COMMITTEE
In accordance with Section 178 of the Companies Act, 2013 and as per
the requirements of SEBI Circular dated April 17, 2014 for amendment to
Equity Listing Agreement (which is effective from October 1,2014), the
Board of Directors of the Company have approved the change in
nomenclature of the Remuneration Committee to Nomination and
Remuneration Committee and have revised their role as under:
The revised role of the Nomination and Remuneration Committee,
inter-alia, includes the following:
Identifying persons who are qualified to become directors and who may
be appointed in senior management in accordance with the criteria laid
down, and recommend to the Board their appointment and removal.
Formulation of criteria for evaluation of Independent Directors and the
Formulation of the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a
policy, relating to the remuneration of the directors, key managerial
personnel and other employees;
Devising a policy on Board diversity;
25. RISK MANAGEMENT POLICY:
The company has adopted a Risk Management Framework for the company,
including identification therein of elements of risk, if any, which in
the opinion of the Board may threaten the existence of the company.
26. EQUITY SHARES IN THE SUSPENSE ACCOUNT
Your Company is not having any shares lying in the suspense accounts in
terms of Clause 5A(I) and Clause 5A(II) of the Listing Agreement.
27. 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.
28. MATERIAL CHANGES AND COMMITMENTS:
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 and the date of this report.
29. CORPORATE SOCIAL RESPONSIBILITY
During the year under review, our Company has not come under the
purview of the Section 135 of the Companies Act, 2013 as the Company
has not crossed limit of Net worth or Turnover or Net profit as
specified in the provisions of Section 135 of the Companies Act, 2013.
30. CAUTIONARY STATEMENT
Statements in the Board''s Report and the Management Discussion &
Analysis describing the Company''s objectives, expectations or forecasts
may be forward-looking within the meaning of applicable securities laws
and regulations. Actual results may differ materially from those
expressed in the statement. Important factors that could influence the
Company''s operations include global and domestic demand and supply
conditions affecting selling prices of finished goods, input
availability and prices, changes in government regulations, tax laws,
economic developments within the country and other factors such as
litigation and industrial relations.
Your Directors wish to place on record their appreciation to the
Employees, Staff and Officers of your company for their hard work,
dedication and commitment.
Your Directors gratefully acknowledge the valuable support, guidance
and assistance provided by the Financial Institutions, viz., Exim Bank.
Your Directors also express their gratitude to the Shareholders of the
company for the confidence reposed in the management.
On behalf of the Board of
Techtran Polylenses Limited
Place: Hyderabad Dr. Jayaram Chigurupati
Date: 11/08/2015 Chairman