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KPT Industries Directors Report, KPT Industries Reports by Directors
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KPT Industries

BSE: 505299|ISIN: INE731D01024|SECTOR: Machine Tools
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Directors Report Year End : Mar '15    Mar 14
The Directors have pleasure in presenting the 39th Annual Report
 together with the Audited Accounts of the Company for the year ended
 31st March, 2015.
 
 1.  FINANCIAL RESULTS:
 
                                                    InRs, 
 
                                            2015            2014
 
 Turnover                            857,163,965     893,095,994
 
 Profit Before Interest, 
 Depreciation & Tax                   82,843,934      78,047,811
 
 Less : Interest                      43,741,763      38,133,961
 
 Less: Depreciation                   37,496,015      38,867,030
  
 Profit Before Tax                     1,606,156       1,046,820
 
 Less : Provision for Taxation, 
 including Deferred Tax Liability     (1,199,115)     (1,612,347)
 
 Profit After Tax                      2,805,271       2,659,167
 
 Add : Amount brought forward 
 from last year                       39,454,112      38,783,860
 APPROPRIATIONS :
 
 Profit available for 
 Appropriation                        42,259,383      41,443,027
 
 Proposed Dividend                     1,700,000       1,700,000
 
 Tax on Proposed Dividend                346,086         288,915 
 
 Transfer to General Reserve
 
 Balance carried forward 
 to Balance Sheet                     40,213,297      39,454,112
 
 2.  OPERATIONS AND FUTURE PROSPECTS:
 
 The slowdown of the Indian economy and cash crunch in the market
 continued during this year also. This has heavily impacted growth plan
 of the Company. Effective control on cost and continuous improvements
 in efficiencies have supported Company in maintaining the
 profitability.
 
 Company continued its efforts of developing new market. During the
 year, Company has introduced new range of products. It is expected that
 the Company shall be appropriately benefited in near future.
 
 During the year under review, industrial relations continued to be
 harmonious. The Company is following transparency and good corporate
 governance practices in all its operations.
 
 The FOB value of exports, during the year, is Rs, 1711.23 lacs, as
 against Rs, 1615.75 lacs in the previous year.
 
 3.  CHANGE IN NATURE OF BUSINESS:
 
 During the year under review, there were no changes in nature of
 business of the Company.
 
 4.  DIVIDEND:
 
 Your Directors have pleasure in recommending a payment of dividend at
 the rate of 10% on Equity Shares amounting to Rs, 0.50 per share for
 the financial year ended 31st March, 2015. Board recommends the
 dividend for approval of the members.
 
 5.  TRANSFER TO RESERVES:
 
 During the year under review, the Company has not transferred any
 amount to its reserves.
 
 6.  CHANGES IN CAPITAL OF THE COMPANY: There are no changes in the
 capital of the Company.
 
 7.  MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
 OF THE COMPANY: Not Applicable.
 
 8.  DEPOSITS:
 
 The Company has not accepted deposits
 
 9.  DIRECTORS:
 
 Mr. S.N. Inamdar has retired as Director. He was Chairman of the
 Company from 2009 to 2014. The Company appreciates his immense
 contribution for the growth of the Company during his tenure as
 Director.
 
 During the year, Company has appointed Dr. Ketan Vikas Pai as an
 Additional Director w.e.f. 27th September, 2014, as per the provisions
 of Companies Act, 2013, and is eligible to be appointed as a Director
 of the Company in the forthcoming Annual General Meeting. The Board
 recommends his appointment.
 
 10.  DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 134 (3) (c) of the Companies Act, 2013, Directors
 confirm that -
 
 a) In the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures;
 
 b) 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 at the end of the financial year and of the profit of
 the Company for that period;
 
 c) the Directors have 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 have prepared the annual accounts on a going concern
 basis;
 
 e) the Directors were devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems are
 adequate and operating effectively;
 
 f) The Directors have laid down internal financial controls to be
 followed by the company and that such internal financial controls are
 adequate and are operating effectively.
 
 11.  NUMBER OF MEETINGS OF THE BOARD:
 
 The Board of Directors duly met 6 (six) times on 30.05.2014, 04.08.2014
 (meeting adjourned to 21.08.2014 and concluded), 27.09.2014,
 14.11.2014, 11.02.2015 & 30.03.2015, in respect of which proper notices
 were given and the proceedings were properly recorded and signed.
 
 The Audit Committee of the Board of Directors also met 3 (three) times
 on 22.09.2014, 10.11.2014 & 06.02.2015, in respect of which proper
 notices were given and the proceedings were properly recorded and
 signed.
 
 The details of the Board Meetings and the Directors who attended the
 meetings are given below:
 
 SI.  Dates of Meeting        Attended by
 No.
 
 1.   30.05.2014              S.N. Inamdar, M.L. Apte & D.B. Kulkarni
 
 2.   04.08.2014              S.N. Inamdar, PA Kulkarni, S.S.Shirgaokar,
                              M.L. Apte, D.C. Shroff  &D.B. Kulkarni
 
 3.   21.08.2014             (Adjourned S.N. Inamdar, P.A. Kulkarni,
                              D.C. Shroff,,M.L. Apte & D.B. Kulkarni
                              Meeting)
 
 4.   27.09.2014              P.A. Kulkarni, D.C. Shroff, S.S. 
                              Shirgaokar, S.C. Kirloskar, M.L. Apte, 
                              D.B. Kulkarni & Prabha Kulkarni
 
 5.   14.11.2014              P.A. Kulkarni, D.C. Shroff, S.S. 
                              Shirgaokar, M.L. Apte, D.B. Kulkarni,
                              Ketan Pai & Prabha Kulkarni
 
 6.   11.02.2015              P.A. Kulkarni, S.S. Shirgaokar, S.C. 
                              Kirloskar, D.B. Kulkarni, Ketan 
                              Pai & Prabha Kulkarni
 
 7.   30.03.2014              P.A. Kulkarni, D.C. Shroff, M.L. Apte,
                              S.S. Shirgaokar, S.C. Kirloskar,
                              D.B. Kulkarni & Prabha Kulkarni
 
 The details of the Audit Committee Meetings and the Directors who
 attended the meetings are given below:
 
 SI.  Dates of Meeting     Attended by
 No.
 
 1.   22.09.2014           S.S. Shirgaokar, M.L. Apte & D.B Kulkarni
 
 2.   10.11.2014           S.S. Shirgaokar, M.L. Apte & D.B Kulkarni
 
 3.   06.02.2015           S.S. Shirgaokar, M.L. Apte & D.B Kulkarni 
 
 12.  EXTRACT OF ANNUAL RETURN:
 
 The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of
 the Companies Act, 2013 and Rule 12 of the Companies (Management and
 Administration) Rules, 2014, is attached as ANNEXURE-I to this Report.
 
 13. SECRETARIAL AUDIT REPORT:
 
 During the year under review, the Company has obtained the Secretarial
 Audit Report in Form MR-3 and the same is attached as ANNEXURE-II to
 this Report
 
 14.  STATUTORY AUDITOR:
 
 The appointment of Auditors M/s P.G.Bhagwat, Chartered Accountants,
 Pune, is for the period of 3 years till the conclusion of Annual
 General Meeting for the financial year 2017, but subject to the
 ratification at every Annual General Meeting by the members of the
 Company.
 
 The Board recommends the same for the ratification by the members at
 the forthcoming Annual General Meeting.
 
 15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 A) CONSERVATION OF ENERGY
 
 This industry does not fall under Schedule prescribed under Rule(2).
 Efforts are made to keep the consumption of Power and Fuel to a minimum
 level. Kulkarni Power Tools Ltd., also generates clean power by use of
 wind power.
 
 
 B) TECHNOLOGY ABSORPTION
 
 I) Specific areas in which R&D carried out:
 
 - Enhancing life of electric motors,
 
 - Reducing maintenance cost of products,
 
 - Development of new
 products/designs/procedures/methods/materials/machines/ tools in
 existing products/processes in related manufacturing areas,
 
 - Improving the electrical characteristics of the motors.
 
 II) Benefits derived as a result of above R&D:
 
 - Improved performance/longer service life of product,
 
 - Complete safety,
 
 - Cost reduction,
 
 - Enhancement of quality and service to the customers.
 
 III) Future plan of action:
 
 Company plans to continue development activities on the above lines,
 
 IV) Expenditure on R&D:
 
 Expenditure of revenue nature incurred on R&D is charged under the
 respective heads, Capital expenditure on acquisition of assets for R&D,
 if any, is depreciated as Plant & Machinery.
 
 TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
 
 The Company has not imported any technology during the last twelve
 years. There is a continuous flow of information between the Company
 and the key suppliers from abroad. The Company''s key managers also
 visit various markets and are exposed to latest products and
 technologies. Interaction with Suppliers of key components, on a
 regular basis, keeps the Company abreast with the latest development in
 product technology, manufacturing process and methods, quality
 assurance, marketing and management systems. We have, over the years,
 built requisite infrastructure and technically competent manpower to
 translate and adopt the latest technical know-how into improved
 products for our customers.
 
 16.  PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
 
 During the year under review, the Company has not advanced any loans/
 given guarantees / provided securities or made any investments.
 
 17.  PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
 
 Related party transactions that were entered during the financial year,
 were on an arm''s length basis and were in ordinary course of business.
 There were no materially significant related party transactions with
 the Company''s Promoters, Directors, Management or their relatives,
 which could have had a potential conflict with the interests of the
 Company. Transactions with related parties entered by the Company in
 the normal course of business are periodically placed before the Audit
 Committee for its omnibus approval and the particulars of contracts
 entered during the year as per Form AOC-2 is enclosed as ANNEXURE-III
 to this Report.
 
 18. ANNUAL EVALUATION OF PERFORMANCE OF BOARD:
 
 During the year under review, the Board has initiated formal evaluation
 process for its own performance and of its own committees and
 individual directors, pursuant to Section 134 (3) (p) of the Companies
 Act, 2013 and Rule 8 (4) of the Companies (Accounts) Rules, 2014.
 
 19.  NOMINATION AND REMUNERATION COMMITTEE:
 
 The Company has framed Nomination and Remuneration Committee to decide
 appointment and remuneration of Directors, Independent Directors and
 Key Management Personnel.
 
 20.  AUDIT COMMITTEE:
 
 The Audit Committee of the Board, pursuant to Section 177(2) of the
 Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and
 its Powers) Rules, 2014, consists of 3 (Three) Directors. Out of which
 2 (Two) Directors are Independent Directors and constitutes majority.
 
 21.  VIGIL MECHANISM:
 
 The Company has established a Vigil Mechanism for Directors and
 employees to report their genuine concerns and to provide adequate
 safeguards against victimisation of persons who use such mechanism.
 
 22.  RISK MANAGEMENT POLICY:
 
 The Board of Directors of Company is continuously monitoring various
 risk attached to business. On regular basis, Board and senior managers
 identify the risk elements. Board and senior managers, on the basis of
 past experience, ensure management of risk and take necessary steps to
 mitigate the risks.
 
 In the opinion of the Board there are no risk elements which may
 threaten the existence of the Company, except general market risks,
 risk due to effect of changes in government policies, competition risks
 and risk due to natural calamities.
 
 23.  SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
 
 Company does not have any Subsidiary, Joint Venture or Associate
 Companies.
 
 24.  ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS: Not Applicable
 
 25.  DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (IF APPLICABLE)
 
 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.
 
 No such cases were reported during the Financial Year 2014-2015.
 
 26.  ACKNOWLEDGEMENT:
 
 The Directors take this opportunity to express their gratitude for the
 timely support, advice and cooperation from Banks and Financial
 Institutions. At the same time, Board of Directors sincerely
 appreciates and thanks its esteemed Shareholders for their continued
 support and confidence reposed in the Company.
 
 Your Directors also with to express their thanks to all the employees
 for their contribution during the year.
 
                             For & On behalf of the Board of Directors
 
 Pune                        Prakash Kulkarni    Dilip Kulkarni
 
 12th August, 2015           Managing Director   Executive Director
 
                             DIN : 00052342      DIN: 00184727
Source : Dion Global Solutions Limited
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