SENSEX NIFTY
Vaswani Industries Directors Report, Vaswani Ind Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > STEEL - SPONGE IRON > DIRECTORS REPORT - Vaswani Industries

Vaswani Industries

BSE: 533576|NSE: VASWANI|ISIN: INE590L01019|SECTOR: Steel - Sponge Iron
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Sep 28, 12:49
8.35
-0.17 (-2%)
VOLUME 3,680
LIVE
NSE
Sep 28, 12:52
8.30
-0.05 (-0.6%)
VOLUME 5,070
Download Annual Report PDF Format 2015 | 2014 | 2013 | 2012
Directors Report Year End : Mar '15    « Mar 14
 Dear Members,
 
 The Directors take pleasure in presenting the Twelfth Annual Report on
 the business and operations of the company and its financial results
 for the year ended 31st March, 2015.
 
 FINANCIAL RESULTS
 
 Financial Results of the Company for the financial year ending 31st
 March 2014 are summarized below for your consideration:
 
                                                           (Rs. in Lacs)
 
 PARTICULARS                                   31-03-2015     31-03-2014
 
 REVENUE FROM OPERATIONS                        25481.33       22637.98
 
 PROFIT BEFORE INTEREST AND DEPRECIATION         2092.66        1713.29
 
 INTEREST                                        1053.77        1073.20
 
 DEPRECIATION                                     648.39         548.78
 
 PROFIT BEFORE TAX & PRIOR PERIOD ADJ.            109.09          91.30
 
 PRIOR PERIOD ADJUSTMENT                            0.00           0.00
 
 NET PROFIT BEFORE TAX                            109.09          91.30
 
 PROVISION FOR TAXES                              (5.97)          88.37
 
 NET PROFIT AFTER TAX                             115.06           2.94
 
 TRANSFER TO GENERAL RESERVE                        0.00           0.00
 
 TRANSFER TO PROFIT & LOSS ACCOUNT                115.06           2.94
 
 
 PERFORMANCE REVIEW
 
 During the year under review, our Company has achieved sales revenue of
 Rs. 1197.63 lacs as thereby registering a marginal increase of 5.29%
 over the previous year. However, the company has gained profit in the
 recent year due to increase in sales volume and minimized the cost of
 the raw material, stores and consumables, fuel and power cost. It is
 significant to note that the directors have fulfilled their assurance
 given in the last year''s report of improving the situation and bring
 the profit in the current year.
 
 FUTURE PROSPECTS
 
 Barring any unforeseen circumstances, the company hopes not only to
 maintain its current level of operations but to make a significant
 improvement thereon.
 
 SAFETY
 
 The company continues to adopt safety measures to protect the health of
 workers. Company has complied with the measures to be taken regarding
 hazards or risks to safety and health from the production of iron and
 steel, including appropriate standards, codes and guidelines as
 prescribed, approved or recognized by the competent authority.
 
 Company is properly maintaining its workplaces, plant, equipment, tools
 and machinery, and also organizes work in such a manner so as to
 eliminate and control hazards and risks in the production of iron and
 steel, which is in consistent with national laws and regulations.
 
 Company in consultation with workers and their representatives, looks
 after:
 
 (i) assessment of the hazards and risks to the safety and health of
 workers arising from the production of iron and steel,
 
 (ii) effective use of the information provided by the supplier of
 equipment or materials and from other reasonably available sources; and
 
 (iii) measures to reduce exposure to eliminate or control risks to
 safety and health identified in the above risk assessment.
 
 POLLUTION CONTROL MEASURES
 
 The company has installed Waste Heat Recovery Boilers (WHRB) equipped
 with 3 kilns 100 X 3 MT per day capacity, which helps to generate 12 Mw
 power/hour preventing the waste, heat and fumes to dilute in the
 atmosphere. Emission Stream Pre-treatment (ESP) machines are
 implemented to filter the gases from the all the chimneys of the
 industry. Plantation is a vivacious step taken by the company to cover
 most of the area near the industry.
 
 DIVIDEND
 
 With a view to conserve the liquid resources and to strengthen the
 financial position of the Company, we have decided not to recommend the
 dividend for the financial year ended 31st March 2015.
 
 LISTING
 
 The Company is listed on Bombay Stock Exchange (BSE) and National Stock
 Exchange (NSE). The company is duly complying with Listing Agreement
 from time to time.
 
 CONSERVATION OF ENERGY & TECHNICAL ABSORPTION & FOREIGN EXCHANGE
 EARNING OUTGO
 
 In accordance with the requirements of section 134 (3) (m) of the
 Companies Act, 2013 read with the companies (Disclosure of Particulars
 in Report of Board of Directors) Rules 1988, a statement showing the
 information relating to the Conservation of Energy, Research and
 Development, Technology absorption and foreign exchange earnings and is
 enclosed in Form- A and should be treated as a part of this report.
 
 PROVISION FOR TAX
 
 Liability of tax have been determined on the basis of Accounting
 Standard - 22 which is accounting for taxes on income and accordingly,
 the tax expenses comprising of deferred tax liability have been
 calculated.
 
 PERSONNEL
 
 No employee was in receipts of remuneration exceeding the limits set
 out under Section 134 of the Companies Act, 2013.
 
 CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
 
 Company has been practicing good Corporate Governance over the time. In
 addition to basic governance issue the board lays strong emphasis on
 transparency, accountability and integrity for building investor
 confidence, improving investor''s protection and maximizing long-term
 shareholder value.
 
 Pursuant to Clause 49 of the Listing Agreements with the Stock
 Exchanges, the followings form part of this Annual Report:
 
 (i) Managing Director''s declaration regarding compliance of Code of
 Conduct by Board Members and Senior Management personnel;
 
 (ii) Management Discussion and Analysis;
 
 (iii) Report on the Corporate Governance;
 
 (iv) Auditors'' Certificate regarding compliance of conditions of
 Corporate Governance.
 
 INDUSTRIAL RELATIONS:
 
 Industrial relations in the company during the year were peaceful,
 cordial and healthy. Company had been able to maintain peaceful
 industrial atmosphere and mutual trust between the management and the
 employees.
 
 PUBLIC DEPOSITS
 
 The Company has not accepted Public Deposit within the meaning of
 Section 73 of the Companies Act, 2013 after complying necessary
 formalities. There are no overdue or unclaimed deposits.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement Under Section 134 (5) of the Companies Act
 2013, with respect to Directors, Responsibility Statement, it is hereby
 confirmed 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, in the case of a listed company, 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.
 
 SECRETARIAL AUDIT
 
 Secretarial Audit Report as per Section 204 of Companies Act 2013 is
 placed as annexure to this report. No adverse comments have been made
 in the said report by the Practicing Company Secretary.
 
 ANNUAL RETURN
 
 The Extract of Annual Return in form No. MGT-9 as per Section 134 (3)
 (a) of the Companies Act, 2013 read with Rule 8 of Companies Act
 (Accounts) Rules 2014 and Rule 12 of Companies (Management &
 Administration) Rules, 2014 duly certified by the Practising Company
 Secretary is annexed hereto and forms part of this report.
 
 Further the Disclosure in the Board Report under Rule 5 of Companies
 (Appointment & Remuneration) Rules, 2014 is also annexed hereto and
 forms part of this report.
 
 COST AUDIT COMPLIANCE
 
 Pursuant to Sec. 209 (1)(d) of the Companies Act, 1956, Cost Audit
 Report for the financial year ended 31/03/2014 was submitted to the
 Central Government on 30/09/2014 Extracts of Annual Return and other
 disclosures under Companies (appointment & Remuneration) Rules, 2014.
 
 DECLARATION ON INDEPENDENT DIRECTORS
 
 The Board of Directors declare that the Independent Directors Mr. Lekhu
 T Mulchandani, Mr. Ashok Suri & Mr. Sanjay Jadwani are :
 
 (a) in the opinion of the Board, are persons of integrity and possesses
 relevant expertise and experience;
 
 (b) (i) who were or were not a promoter of the company or its holding,
 subsidiary or associate company
 
 (ii) who are not related to promoters or directors in the company, its
 holding, subsidiary or associate Company;
 
 (c) Who have or had no pecuniary relationship with the company, its
 holding, subsidiary or associate company or their promoters or
 directors, during the two immediately preceding financial years or
 during the current financial year;
 
 (d) None of whose relatives has or had pecuniary relationship or
 transaction with the company, its holding, subsidiary or associate
 company or their promoters, or directors, amounting to two percent or
 more of its gross turnover of total income or fifty lakh rupees or such
 higher amount as may be prescribed, whichever is lower, during the two
 immediately preceding financial years or during the current financial
 year;
 
 (e) Who, either himself nor any of his relatives -
 
 (i) holds or has held the position of a key managerial personnel or is
 or has been employee of the company or its holding, subsidiary or
 associate company in any of the three financial year immediately
 preceding the financial year in which he is proposed to be appointed;
 
 (ii) is or has been an employee or propriety or a partner, in any of
 the three financial years immediately preceding the financial year in
 which he is proposed to be appointed, of -
 
 (A) a firm of auditors/company secretaries in practice or cost auditors
 or the company or its holding, subsidiary or associate company; or
 
 (B) any legal or a consulting firm that has or had any transaction with
 the company, its holding, subsidiary or associate company amounting to
 ten percent or more of the gross turnover of such firm;
 
 (iii) holds together with his relative two per cent, or more of the
 total voting power of the company; or
 
 (iv) is a Chief Executive or director, by whatever name called, of any
 nonprofit organization that receives twenty-five percent or more of its
 receipts from the company, any of its promoters, directors or its
 holding, subsidiary or associate company or that holds two per cent or
 more of the total voting power of the company; or
 
 (f) who possesses such other qualification as may be prescribed.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
 
 Your company has not directly or indirectly
 
 a) given any loan to any person or other body corporate other than
 usual advances envisaged in a contract of supply of materials if any,
 
 b) given any guarantee or provide security in connection with a loan to
 any other body corporate or person and
 
 c) acquired by way of subscription purchase or otherwise, the
 securities of any other body corporate exceeding sixty percent, of its
 paid- up share capital, free reserve and securities premium account or
 one hundred percent of its free reserves and securities premium account
 whichever is more.
 
 RELATED PARTY TRANSACTIONS
 
 A detailed report on contracts and arrangements made during the year
 2014-15, being arm''s length transactions have been mentioned in form
 AOC-2 annexed hereto in this report.
 
 RISK MANAGEMENT POLICY IMPLEMENTATION
 
 In today''s economic environment, Risk Management is a very important
 part of business. The main aim of risk management is to identify,
 monitor and take precautionary measures in respect of the events that
 may pose risks for the business. Your Company''s risk management is
 embedded in the business processes. The Risk Management Policy is being
 displayed on our website www.vaswaniindustries.com.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR )
 
 Discharging Corporate Social Responsibility (CSR) is now statutorily
 recognized in India. Section 135 of companies Act, 2013 specifies that:
 
 Every company having net worth of Rs 500 crore or more, or turnover of
 Rs 1000 crore or more, or net profit of Rs 5 crore or more during any
 of the three preceding financial years (as per circular no. 21/2014
 dated June 18, 2014) should spend, in every financial year, at least 2
 per cent of the average net profits of the company made during the
 three immediately preceding financial years.
 
 Here our company is not covered by the condition mentioned above.
 
 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (
 PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
 
 The Company has been employing about 6 women employees in various
 cadres within the factory premises. The Company has in place an Anti
 harassment policy in line with the requirements of the Sexual
 Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013. Internal Complaint Committee are set up at shop
 floor level to redress complaints received regularly and are monitored
 by women line supervisors who directly report to the Chairman &
 Managing Director. All employees (permanent, contractual, temporary,
 trainees) are covered under the policy. There was no compliant received
 from any employee during the financial year 2014- 15 and hence no
 complaint is outstanding as on 31.03.2015 for redressal.
 
 DIRECTORS
 
 In accordance with the Companies Act, 2013, Mr. Yashwant Vaswani
 retires by rotation and being eligible offers himself for
 reappointment. Mr. Sanjay Jadwani was appointed as Independent
 Directors as per provisions of Companies Act, 2013, though he was
 already Independent Directors under listing agreement. Your Directors
 recommend the appointment of Mrs. Saraswati Parashar as Independent
 Directors for a period of two years w.e.f 04.09.2015. Mr. Ravi Vaswani,
 Chairman & Managing Director whose term ends on 01.03.2015 and your
 Directors recommend Mr. Ravi Vaswani''s re-appointment for a further
 period of five years upto 03.09.2020, in order to comply with the
 provisions of the Companies Act, 2013. Your company recommends
 appointment of Mr. Pramod Vaswani, Whole-time Director whose term ends
 on 01.03.2015 and your Directors recommend Mr. Pramod Vaswani''s
 re-appointment for a further period of five years upto 03.09.2020
 subject to retirement by rotation. Your company recommends appointment
 of Mr. Yashwant Vaswani, Whole-time Director whose term ends on
 01.03.2015 and your Directors recommend Mr. Yashwant Vaswani''s
 re-appointment for a further period of five years upto 03.09.2020
 subject to retirement by rotation.
 
 AUDITORS
 
 The Auditors, M/s Sunil Johri & Associates, Chartered Accountants,
 Raipur will retire at the conclusion of the ensuing Annual General
 Meeting and they being eligible, have offered themselves for
 reappointment.
 
 The Company has received letter from the auditor to the effect that
 their re-appointment, if made, would be within the prescribed limits
 under Section 139 & 142 of the Companies Act, 2013 and that they are
 not disqualified for re-appointment within the meaning of Section 141
 of the said Act.
 
 During the year, the Central Government prescribed the Cost Accounting
 Records to be maintained by the Company and also mandated that Cost
 Audit of eligible products/services be carried out. Therefore, the
 Board had appointed M/s. Sanat Joshi & Associates, Raipur as Cost
 Auditors for the year 2015-2016 pursuant to Section 148 of the
 Companies Act 2013.
 
 The Company has received letter from the Cost Auditor to the effect
 that their appointment and re-appointment, if made, would be within the
 prescribed limits under Section 141 of the Companies Act, 2013 and that
 they are not disqualified for re-appointment within the meaning of
 Section 148 read with section 139 and section 141 of the said Act.
 
 AUDITORS QUALIFYING REMARKS
 
 The notes to the accounts are self explanatory in respect of remarks of
 the auditors appearing in their report.
 
 INTERNAL AUDITORS
 
 Under Section 138 read with the Rule 13 of the Companies (Accounts)
 Rule, 2014, Mr. Pawan Kumar Jha is appointed as internal auditor of the
 company for five consecutive years with effect from the date of ensuing
 Annual General Meeting. Mr. Pawan Kumar Jha, Costs & Woks Accountant,
 being employee of the company is responsible for the internal audit and
 related work.
 
 ACKNOWLEDGEMENT
 
 The Board takes this opportunity to sincerely thank all its
 stakeholders namely, shareholders, customers, suppliers/contractors,
 bankers, employees, government agencies, local authorities, and the
 immediate society for their un-stinted support and co-operation during
 the year.
 
                             For and on behalf of the Board of Directors
 
                                                 Ravi Vaswani
 Raipur, 30th May 2015                   (Chairman & Managing Director)
 
 
Source : Dion Global Solutions Limited
Quick Links for vaswaniindustries
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.