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Techtran Polylenses

BSE: 523455|ISIN: INE020C01016|SECTOR: Personal Care
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Directors Report Year End : Mar '15    « Mar 14
 Dear Members,
 
 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)
 
 PARTICULARS                                         STANDALONE
 
 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
 
 
 PARTICULARS                                      CONSOLIDATED
 
 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
 our company
 
 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.
 
 5.  DIVIDENDS:
 
 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
 YEAR:
 
 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.  AUDITORS:
 
 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
 year 2015-16.
 
 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
 irregularities;
 
 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
 transfer.
 
 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
 reserves.
 
 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: advisors@cilsecurities.com /
 cilsec@hotmail.com for further details, if any.
 
 17.  LISTING:
 
 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:
 http://www.techtranindia.com/investors-information.html).
 
 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
 DIRECTORS:
 
 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
 Governance Report.
 
 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
 EMPLOYEES
 
 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
 Board;
 
 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.
 
 31. ACKNOWLEDGEMENT:
 
 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
 
 
 
 
Source : Dion Global Solutions Limited
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