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Carnation Industries Directors Report, Carnation Ind Reports by Directors
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Carnation Industries

BSE: 530609|ISIN: INE081B01010|SECTOR: Castings & Forgings
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Directors Report Year End : Mar '15    Mar 14
Dear Members,
 
 The Directors are pleased to present the 32nd Annual Report and the
 Audited Financial Statement of the Company for the financial year
 ended 31st March, 2015.
 
 FINANCIAL PERFORMANCE                                   (Rs. in Lacs)
 
                                       For Year ended
                                            31.3.2015
 
 Revenue from operation and
 other operating revenue:
 
 Export Sales (Net of Freight)               9030.29
 
 Domestic Sales (Net of Central               150.25
 
 Excise and Vat)
 
 Export Incentives                            425.82
 
 Other Income                                 314.30
 
                                                                9920.66
 
 Profit before Finance Costs,                                    993.17
 
 Depreciation & Amortisation and Tax
 
 Finance Costs                                                   654.25
 
 Depreciation & Amortisation                                     161.83
 
 Profit/(Loss) before Tax                                        177.09
 
 Provision for Tax
 
 -   Current                                                      40.00
 
 -   Deferred                                                    (4.87)
 
 -   Tax for Earlier Years                                         1.71
 
 Profit/(Loss) after Tax                                         140.25
 
 Surplus brought forward from                                    290.58
 
 previous year
 
 Available Surplus/ (Deficit)
 
 for appropriation                                               430.83
 
 Proposed Dividend                                                20.74
 
 Dividend Distribution Tax                                         4.15
 
 Surplus/(Deficit) carried to Balance Sheet                      405.94
 
                                                        For Year ended
                                                            31.03.2014
 
 Revenue from operation and                  8970.96
 other operating revenue:
                                              207.31
 Export Sales (Net of Freight)
 
 Domestic Sales (Net of Central
                                              482.38
 Excise and Vat)
                                              172.81
 Export Incentives
                                                                9833.46
 Other Income
                                                                1022.24
 
 
 Profit before Finance Costs,
                                                                 558.53
 Depreciation & Amortisation and Tax
                                                                 180.20
 Finance Costs
                                                                 283.51
 Depreciation & Amortisation
 
 Profit/(Loss) before Tax
                                                                 58.40
 Provision for Tax
                                                                (13.81)
 -   Current
                                                                  0.76
 -   Deferred
                                                                238.16
 -   Tax for Earlier Years
                                                                 84.78
 Profit/(Loss) after Tax
 
 Surplus brought forward from
 
 previous year
                                                                322.94
 Available Surplus/ (Deficit)
                                                                 27.66
 for appropriation
                                                                  4.70
 Proposed Dividend
                                                                290.58
 Dividend Distribution Tax
 
 Surplus/(Deficit) carried to Balance Sheet
 
 FINANCIAL REVIEW
 
 During the financial year ended 31st March, 2015 the Company has
 achieved total revenue (net) from operations of Rs. 9920.66 lacs
 against Rs. 9833.46 lacs in the previous year. The profit before
 Finance Cost, Depreciation & Amortisation and Tax was Rs. 993.17 lacs
 against Rs.1022.24 lacs in the previous year. The profit before tax was
 Rs.177.09 lacs against Rs. 283.51 lacs in 2013- 2014. The profit after
 tax was Rs.140.25 lacs against Rs.238.16 lacs in 2013-2014.
 
 Cash generation from operation was at a lower level than previous year
 due to increase in sundry debtors. The refund of input tax credit is
 better but still slow which has compounded the liquidity problem. The
 management has taken appropriate steps to ensure expeditious
 realization of the input tax credit and the export proceeds.
 
 DIVIDEND
 
 Your Directors have recommended a dividend of 6% (Re. 0.60 per Equity
 Share of Rs.10 each) for the financial year ended March 31,2015 subject
 to the approval of the shareholders at the ensuing Annual General
 Meeting of the Company. The dividend together with the dividend tax
 will entail a cash outlay of Rs.24.89 lakhs. The dividend will be paid
 to members whose names appear in the Register of Members as on 23rd
 September, 2015; in respect of shares held in dematerialized form, it
 will be paid to members whose names are furnished by National
 Securities Depository Limited and Central Depository Services (India)
 Limited, as beneficial owners as on that date.
 
 POLLUTION CONTROL MEASURES
 
 The pollution control measures installed in the units of the Company
 are in full operation as required under the statutes.
 
 SUBSIDIARY AND ASSOCIATE COMPANIES
 
 The Company does not have any Subsidiary or Associate Companies.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 In accordance with the provisions of the Companies Act, 2013 and as per
 the Articles of Association of the Company Mr. Arun Kumar Bose (DIN:
 00131295), Whole time Director, will retire by rotation at the ensuing
 Annual General Meeting and being eligible , offers himself for
 reappointment.
 
 Dr. Sephali Roy (DIN: 07151823) was appointed as an Additional cum
 Independent Director of the Company and shall hold office upto the date
 of the Annual General Meeting. The Company has received a notice from a
 member of the Company proposing her candidature for the office of the
 Directorship of the Company.
 
 Mr. Ravindra Prakash Sehgal (DIN:00119477) was appointed as the
 Managing Director of the Company for a period of five years with effect
 from 1.9.2010. The Board of Directors at its meeting held on 12th
 February, 2015 approved the re-appointment of Mr. Ravindra Prakash
 Sehgal for a further period of five years with effect from 1.9.2015.
 Mr. Sehgal is subject to retirement by rotation.
 
 Mr. Suvobrata Saha (DIN: 00131180) was appointed as the Jt. Managing
 Director of the Company for a period of five years with effect from
 1.9.2010. The Board of Directors at its meeting held on 12th February,
 2015 approved the reappointment of Mr. Suvobrata Saha for a further
 period of five years with effect from 1.9.2015. Mr. Saha is subject to
 retirement by rotation.
 
 The Board of Directors of the Company has appointed Mr. Biplab Ganguly
 as Chief Financial Officer of the Company at its Board Meeting held on
 13.8.2014.
 
 None of the Directors of the Company are disqualified for being
 appointed/re-appointed as Directors, as specified in Section 164 of the
 Companies Act, 2013.
 
 The Board recommends the appointment/re-appointment of the above
 Directors with a view to avail their valuable advices and wise counsel.
 A brief profile of the above Directors seeking appointment/
 re-appointment required under Clause 49 of the Listing Agreement, is
 given in the Notice of AGM.
 
 DECLARATION OF INDEPENDENCE
 
 Your Company has received declaration from the Independent Directors as
 prescribed under Section 149(7) of the Companies Act, 2013 that they
 meet the criteria of independence as provided in Section 149(6) of the
 Act read with Schedules and Rules issued thereunder as well as Clause
 49 of the Listing Agreement.
 
 FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
 
 The Independent Directors are familiarised with the Company, their
 roles, rights, responsibilities in the Company, nature of the industry
 in which the Company operates, business model of the Company, etc. On
 appointment, the Independent Director is issued a Letter of Appointment
 setting out in detail, the terms of appointment, duties and
 responsibilities.
 
 ANNUAL EVALUATION OF BOARD''S PERFORMANCE
 
 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, that of its Committees and
 individual Directors.
 
 A separate exercise was carried out to evaluate the performance of
 individual Directors including the Chairman of the Board, on parameters
 such as level of engagement and contribution, independence of
 judgement, safeguarding the interest of the Company and its minority
 shareholders, etc. The performance evaluation of the Non Independent
 Directors and Board as a whole was also carried out by the Independent
 Directors.
 
 The Directors expressed their satisfaction over the evaluation process
 and results thereof.
 
 NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
 
 During the Financial Year, four meetings of the Board of Directors and
 seven meetings of the Audit Committee of the Company were held, the
 details of which are given in the Corporate Governance report which
 forms a part of this report. The intervening gap between the Board
 meetings was within the period prescribed under the Companies Act, 2013
 and the Listing Agreement.
 
 AUDIT COMMITTEE
 
 The composition and terms of reference of the Audit Committee has been
 furnished in the Corporate Governance Report forming a part of this
 Annual Report. There has been no instance where the Board has not
 accepted the recommendations of the Audit Committee.
 
 NOMINATION AND REMUNERATION COMMITTEE
 
 The composition and terms of reference of the Nomination and
 Remuneration Committee has been furnished in the Corporate Governance
 Report forming a part of this Annual Report.
 
 STAKEHOLDERS'' RELATIONSHIP COMMITTEE
 
 The composition and terms of reference of the Share transfer cum
 Stakeholders Relationship Committee has been furnished in the Corporate
 Governance Report forming a part of this Annual Report.
 
 MEETING OF INDEPENDENT DIRECTORS
 
 During the year under review, a meeting of Independent Directors was
 held on 27th March, 2015 wherein the performance of the Non-Independent
 Directors and the Board as a whole was reviewed. The Independent
 Directors at their meeting also assessed the quality, quantity and
 timeliness of low of information between the Company''s management and
 the Board of Directors of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 134(3)(c) of the Companies
 Act, 2013, with respect to Directors'' Responsibility Statement, it is
 hereby confirmed that:
 
 i) In the preparation of the annual accounts for the year ended March
 31,2015, the applicable accounting standards read with the requirements
 set out under Schedule III to the Companies Act, 2013 have been
 followed and there are no material departures from the same;
 
 ii) The Directors have 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 as at March 31,2015 and of the profit of the Company for
 the year ended on that date;
 
 iii) The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 2013 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 iv) The Directors have prepared the annual accounts of the Company on a
 going concern basis;
 
 v) Proper internal financial controls laid down by the Directors were
 followed by the Company and that such internal financial controls are
 adequate and are operating effectively; and
 
 vi) Proper systems to ensure compliance with the provisions of all
 applicable laws are in place and that such systems are adequate and
 operating effectively.
 
 TRANSFER TO RESERVES
 
 The Company did not transfer any amount to reserves.
 
 PUBLIC DEPOSITS
 
 During the financial year 2014-15, your Company has not accepted any
 deposits within the meaning of Sections 73 and 74 of the Companies Act,
 2013 read together with the Companies (Acceptance of Deposits) Rules,
 2014.
 
 CHANGES IN SHARE CAPITAL
 
 There was no change in the share capital of the Company for the F.Y.
 2014-2015.
 
 MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE
 
 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 to which the financial statements
 relate and the date of the report.
 
 CORPORATE GOVERNANCE
 
 Your Company complies with the provisions relating to Corporate
 Governance. Pursuant to Clause 49 of the Listing Agreement with the
 Stock Exchanges, a compliance report on Corporate Governance along with
 the Auditors Certificate thereon form part of the Annual Report.
 
 BUSINESS RESPONSIBILITY REPORT
 
 A business Responsibility Report as per Clause 55 of the Listing
 Agreement, detailing the various initiatives of your Company forms an
 integral part of this Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND RESEARCH AND
 DEVELOPMENT
 
 The information relating to conservation of energy, technology
 absorption and foreign exchange earnings and outgo to be disclosed
 under the Act, are provided in Annexure - A to this report.
 
 RELATED PARTY TRANSACTIONS
 
 During the financial year 2014-15, your Company has entered into
 transactions with related parties as defined under Section 2(76) of the
 Companies Act, 2013 read with Companies (Specification of Definition
 Details) Rules, 2014 which are in the ordinary course of business and
 on arms'' length basis and in accordance with the provisions of the
 Companies Act, 2013. During the financial year 2014-15, there were no
 transactions with related party which qualify as material transactions
 under the Listing Agreement. The details of the related party
 transactions as required under Accounting Standard - 18 are set out in
 Other Notes (28-xii) which is forming part of the Annual Report.
 
 The particulars of every contract entered into by the company with
 Related Parties referred to in Section 188(1) of the Companies Act,
 2013 as prescribed under the Companies (Accounts) Rules, 2014 is
 appended as Annexure - B hereto and forms part of this Report.
 
 DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
 PERSONNEL AND PARTICULAR OF EMPLOYEE
 
 In accordance with Section 178 and other applicable provisions, if any,
 of the Companies Act, 2013 read with Rules issued thereunder and Clause
 49 of the Listing Agreement, the Board of Directors at its meeting held
 on 13th November, 2014 formulated the Remuneration Policy of the
 Company. The salient aspects of the Remuneration Policy, on the
 appointment and remuneration of the Directors and other matters have
 been outlined in the Corporate Governance Report which forms part of
 this Report. The remuneration policy of the Company is being set out as
 Annexure - C to this report and has also been uploaded on the website
 : www.carnationindustries.  com of the Company.
 
 PARTICULARS OF EMPLOYEES
 
 Disclosures pertaining to remuneration and other details as required
 under Section 197(12) of the Act read with Rule 5(1) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
 set out as Annexure - D to this report.
 
 Disclosure under Rule 5(2) of the Companies (Appointment &
 Remuneration) Rules, 2014 is not applicable to your Company as none of
 the employees are drawing salary more than the limit prescribed under
 the aforesaid Rules.
 
 EXTRACT OF ANNUAL RETURN
 
 The details forming part of the extract of the Annual Return in Form
 MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read
 with the Companies (Management and Administration) Rules, 2014 are set
 out herewith as Annexure - E to the Report.
 
 STATUTORY AUDITORS
 
 The Auditors M/s. Jain & Bagaria, Chartered Accountants, Statutory
 Auditors of the Company, were appointed at the 31st AGM to hold office
 till the conclusion of the 34th AGM. The Board in terms of Section 139
 of the Act, on the recommendation of the Audit Committee, has
 recommended for the ratification of the Members the appointment of M/s
 Jain & Bagaria from the conclusion of the ensuing AGM till the
 conclusion of the 33rd AGM. Appropriate resolution in respect of the
 above is appearing in the Notice convening the 32nd AGM of the Company.
 
 In this regard, the Company has received a certificate from the
 auditors to the effect that if they are re-appointed, it would be
 accordance with the provisions of Section 141 of the Companies Act,
 2013.
 
 COST AUDITOR
 
 In compliance with the Central Government''s Order your Board had
 appointed Mr. Deep Narayan Bandhyopadhyay, Cost Accountant, to carry
 out the Cost Audit of the Company for F.Y. 2014- 2015. However,
 Ministry of Corporate Affairs came out with a notification on
 31.12.2014 under the Companies (Cost Records and Audit) Amendment
 Rules, 2014 wherein your Company, being an export oriented company, has
 been excluded from the purview of Cost Audit from F.Y. 2015-2016.
 Therefore Cost Audit is no more applicable to the Company.
 
 SECRETARIAL AUDIT
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 read with the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014, your Company has appointed Mr. Manoj Kumar
 Banthia, Practicing Company Secretary to conduct the Secretarial Audit
 of your Company. The Secretarial Audit Report is annexed herewith as
 Annexure-F to this report. The Secretarial Audit Report does not
 contain any qualification, reservation or adverse remark.
 
 LOANS, GUARANTEE AND INVESTMENTS
 
 The Company has not lent out any money or made any investment or
 provided any guarantee during the year under review.
 
 SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS /COURT
 
 There are no significant material orders passed by the regulator/court
 which would impact the going concern status of the Company and its
 future operations.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Corporate Social Responsibility is not applicable to your Company
 pursuant to Section 135 of the Companies Act, 2013.
 
 VIGIL MECHANISM
 
 Your Company has formulated a Whistle Blower Policy pursuant to the
 provisions of Section 177(10) of the Companies Act, 2013 and Clause 49
 of the Listing Agreement. The policy provides for a framework and
 process whereby employees can raise their issue against any kind of
 harassment, victimization or any other unfair practice being adopted
 against them. The Whistle Blower Policy has been uploaded on the
 website : www.carnationindustries.com of the Company.
 
 STOCK EXCHANGE
 
 The Equity Shares of the Company are listed with BSE Limited and The
 Calcutta Stock Exchange Limited.
 
 POLICY ON PREVENTION OF SEXUAL HARASSMENT
 
 The Company has adopted a policy on Prevention of Sexual Harassment of
 Women at Workplace in accordance with The Sexual Harassment of Women at
 Workplace (Prevention, Prohibition and Redressal) Act, 2013.
 
 During the financial year ended 31st March, 2015 the Company has not
 received any Complaints pertaining to Sexual Harassment.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to place on record their appreciation and thanks to
 the Banks, Financial Institutions, various Government Authorities for
 their valuable assistance and co-operation for the trust and confidence
 reposed in the Company by the Customers and Shareholders.
 
 Your Directors also thank the Executives, Staff and Workforce of the
 Company for their efficient and dedicated services.
 
 
                                      On Behalf of the Board of Director
 
                                                       R. P. Sehgal
                                                   (Managing Director)
 
 Place: Kolkata                                         Suvobrata Saha
 Date: 12th August, 2015                        (Jt. Managing Director)
 
 
 
 
 
Source : Dion Global Solutions Limited
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