The Directors have pleasure in presenting their Twenty Third Annual
Report of your Company, together with the Audited Accounts for the year
ended 31st March 2015.
Your Company''s performance during the year as compared with that
during the previous year is summarized below:
(Rs in Lakhs)
Particulars 2014-15 2013-14
Manufacturing Sales 38,507.83 36,122.78
Add : Other Income 1,714.37 967.56
Total Income 40,222.20 37,090.35
(i) Materials & Manufacturing Expenses 25,940.35 24,643.87
(ii) Value Addition Cost 5,237.25 5870.98
Profit before Depreciation, Amortization 9,044.60 6575.50
(i) Depreciation & Amortization Expenses 1,879.82 1561.36
Add : Exceptional Income - 824.96
Profit Before Tax 7,164.77 5,839.11
Your Company achieved a Revenue of Rs. 40,222.20 Lakhs, Operating profit
before depreciation & amortization amounted to Rs. 9,044.60 Lakhs. Profit
before Tax amounted to Rs. 7,164.77 Lakhs.
Your Directors are pleased to recommend a dividend of Rs. 4.44/- per
Equity Share on Face value of Rs. 10/- each for the year ended March
The Reserves at the end of the year 31st March, 2015 is at Rs. 22,034.41
Lakhs as against the Total Reserves of Rs. 18,882.00 Lakhs as at March
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Agile Electric Sub Assembly Private Limited is holding 41.92% i.e
(12,830,059 shares) in your Company as on March 31,2015.
Your Company is holding 10.82% stake in Joint Venture Company viz.,
Bosch Electrical Drives India Pvt Ltd as on March 31,2015.
Pursuant to provisions of Section 129(3) of the Companies Act, 2013 a
statement containing salient features of the financial statements of
the Joint Venture Company in Form AOC-1 is given in Annexure to this
During the year under review, your Company has not invited or accepted
any deposits from the public under Section 76 of the Companies Act,
2013 and Rules made there under.
Your Company had introduced the Employees Stock Option Plan -2006 in
accordance with the SEBI (Employees Stock Option Scheme and Employees
Stock Purchase Scheme) Guidelines 1999. During the year 1,63,000
employee stock options were converted into equivalent number of equity
shares. As required under SEBI (Share Based Employee Benefits)
Regulations, 2014 a disclosure is annexed herewith.
Consequent to conversion of stock options into equity shares, your
Company''s Paid-Up equity share capital has gone upto Rs. 3,060.84 Lakhs
from Rs. 3,044.54 Lakhs as on March 31,2015.
During the year, Mr. Srinivasan Ravindran and Mr. K K Nohria resigned
from Directorship. Mr. K Igarashi has been ceased to be Director from
April 01,2015 since he did not attend any meeting of the Board of
Directors during April 01,2014 and March 31,2015 as provided under
Section 167(1)(b) of the Companies Act, 2013.
Your Directors wish to place on record their appreciation of the
contribution of these Directors.
Mr. Keiichi Igarashi, Director retires by rotation at forthcoming
Annual General Meeting and being eligible, offers himself for
The brief resume/details relating to Director being re-appointed as
stipulated under Clause 49 of the Listing Agreement is furnished in the
Report on Corporate Governance.
At the 22ndAnnual General Meeting of the company held on July 30, 2014
the Company had appointed Mr. Hemant M Nerurkar (DIN 00265887) and Mr.
S. Radhakrishnan ( DIN 01246033) as independent directors under the
Companies Act, 2013 for 3 consecutive years for a term upto July
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Your Company has been taking steps to identify and appoint a woman
director at the earliest.
Pursuant to the provisions of the Companies Act, 2013 and clause 49 of
the Listing Agreement, a structured questionnaire was prepared after
taking into consideration various aspects of Board''s functioning,
composition of the Board and its committees, culture, execution and
performance of specific duties, obligations and governance.
The performance evaluation of Independent Directors was completed. The
Performance evaluation of the Non- Independent Directors was carried
out by the Independent Directors. The Board of Directors expressed
their satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARD
During the year, five Board Meetings were held on May 26, 2014, June
23, 2014, July 30, 2014, October 31,2014, and January 20, 2015. The
Company''s last Annual General Meeting was held on July 30, 2014. The
particulars of Directors, their attendance during the financial year
2014-2015 has been disclosed in the Corporate Governance Report forming
part of this Annual Report.
The Company has the following committees of the Board:
i) Audit Committee
ii) Nomination and Remuneration Committee
iii) CSR Committee
iv) Risk Management Committee
The Composition of each of the above Committees, their respective role
and responsibility is as detailed in the report of Corporate
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act, 2013 your
directors, on the basis of information made available to them, confirm
a) In the preparation of the annual accounts, the applicable Accounting
Standards have been followed with explanation relating to material
departures, if any;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give 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 that
c) Proper care has been taken for maintenance of adequate accounting
for safeguarding the assets of the Company and detecting fraud and
d) They have laid down Internal Financial Controls to be followed by
the Company and the Audit Committee of the Board of Directors shall
ensure that the internal control is adequate and robust;
d) The annual accounts are prepared on a going concern basis;
e) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
DEMATERIALISATION OF SHARES
99.15 % of the Company''s paid up Equity Share Capital is in
dematerialized form as on March 31,2015 and balance 0.85% is in
physical form. The Company''s Registrars are Cameo Corporate Services
Limited, No.1, Subramaniam Building, Club House Road, Chennai 600 002.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 134(3) (m)
of the Companies Act, 2013, is appended hereto and forms part of this
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency are given
as an annexure to this Report.
PARTICULARS OF LOANS & INVESTMENTS BY COMPANY
Details of loans and investments by the Company, to other body
corporate or persons are given in notes to the financial statements.
RELATED PARTY TRANSACTIONS
All related party transactions, that were entered into during the
financial year were on arm''s length basis and were in the ordinary
course of business. The Company presents a statement of all related
party transactions before the Audit Committee. Prior omnibus approval
of the Audit Committee is obtained for the transactions which are of
foreseen and repetitive nature. As required under Clause 49 of the
Listing Agreement, Shareholders omnibus approval is being obtained for
related party transaction though they are on arm''s length basis and
are in the ordinary course of business. The transactions entered into
pursuant to the omnibus approval so granted along with a statement
giving details of all related party transactions is placed before the
Audit Committee. Further there are no materially significant related
party transactions during the year under review made by the Company
with Promoters, Directors, Key Managerial
Personnel or designated persons which may have a potential conflict
with the interest of the Company at a large.
Details of such transactions are given in the accompanying financial
statements. Disclosure of Related Party transaction in Form AOC-2 as
required under Section 134(3)(h) of the Companies Act, 2013 read with
Rule 8 of Companies (Accounts) Rules, 2014 is annexed with the report
as per the format prescribed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has in place a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment and Non- discrimination at Work Place in
line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. All
employees (permanent, contractual, temporary, trainees) are covered
under this policy.
An Internal Complaints Committee (ICC) was set up to redress complaints
received regarding sexual harassment and discrimination at work place.
During the year ended March 31, 2015, the ICC has received no
complaints pertaining to sexual harassment / discrimination at work
M/s. Sharp & Tannan, Chartered Accountants, Chennai, who are the
statutory auditors of the Company, hold office till the conclusion of
the forthcoming AGM and are eligible for re-appointment. Pursuant to
the provisions of section 139 of the Companies Act, 2013 and the Rules
framed thereunder, it is proposed to appoint M/s. Sharp & Tannan,
Chartered Accountants, Chennai as statutory auditors of the Company
from the conclusion of the forthcoming AGM till the conclusion of the
As required under the provisions of Section 139 of the Companies Act,
2013, the Company has obtained a written Certificate from the above
Auditors proposed to be re-appointed to the effect that their
re-appointment, if made, is in accordance with the conditions specified
in the said section.
No Qualification, adverse Remarks or disclaimer made by the statutory
auditors with regard to the financial statements for the financial year
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
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 Mr. S Bhaskar,
Practising Company Secretary (CP No.:8315, ACS: 10798) to undertake the
secretarial audit of the Company. The Secretarial Audit Report is given
in Annexure to this Report.
EXTRACT OF THE ANNUAL RETURN
Relevant extract of annual return to be filed with the Registrar of
Companies for financial year 2014-15 is given in Annexure to this
INTERNAL CONTROL SYSTEMS
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. Internal Audit is carried out in a programmed way and
follow up actions were taken for all audit observations.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of section 135 and Schedule VII of the Companies Act, 2013,
the Board of Directors of your Company have constituted a CSR
Committee. CSR Committee of the Board has developed a CSR Policy which
is given in Annexure to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under
review as required under Clause 49 of the Listing Agreement with the
Stock Exchanges, is given as a separate Statement in the Annual Report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Your Company has adopted a Risk Management Policy and constituted a
Risk Management Committee for monitoring the same. The Company has been
addressing various risks impacting the Company which is provided
elsewhere in this Annual Report in Management Discussion and Analysis
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is given as a
separate Statement in the Annual Report.
The remuneration paid to all Key management Personnel was in accordance
with remuneration policy adopted by the Company.
Your Company has 383 number of permanent employees on the rolls of the
Company as on March 31,2015. The Board of Directors wishes to place on
record their sincere appreciation to all the employees of the Company
for their dedication, commitment and loyalty to the Company.
A Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the requirements of
corporate governance pursuant to Clause 49 of the Listing Agreement
with the Stock Exchanges is annexed hereto.
The shares of your Company continued to be listed at National Stock
Exchange Limited and Bombay Stock Exchange Limited. Listing fee has
already been paid for the financial year 2015-16. During the year,
Madras Stock Exchange has given de-listing approval w.e.f. August 25,
2014 vide their letter dt. August 25,2014. Further, Annual Custody Fee
has also been paid to NSDL and CDSL.
The Board places on record its sincere appreciation for the continued
support from the relevant Government Authorities, Promoters,
Shareholders, Suppliers, Customers and other business associates, for
their strong support.
For and on behalf of the Board of Directors
Place : Chennai Hemant M Nerurkar
Date : May 25, 2015 Chairman