Moneycontrol Be a Pro
Get App
SENSEX NIFTY
Precision Wires India Directors Report, Precision Wires Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > METALS - NON FERROUS > DIRECTORS REPORT - Precision Wires India

Precision Wires India

BSE: 523539|NSE: PRECWIRE|ISIN: INE372C01029|SECTOR: Metals - Non Ferrous
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Oct 16, 15:59
147.10
1.1 (0.75%)
VOLUME 72
LIVE
NSE
Oct 16, 15:58
146.00
0.25 (0.17%)
VOLUME 2,705
Download Annual Report PDF Format 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '18    Mar 17

The Directors hereby present the Twenty Ninth Annual Report of your Company, together with the Audited Accounts for the year ended 31st March, 2018.

1. Financial Results

(Rupees in Lakhs)

2017-18

**2016-17

Revenue from operations

(including Excise Duty & GST)

169863.07

102427.92

Less: GST

(24923.74)

-

Sub Total

144939.33

102427.92

Less: Excise Duty

(4156.75)

(14013.21)

Revenue from operations (Net)

140782.58

88414.71

Operating Profit

8531.80

5392.70

Add: Otherlncome

204.59

292.78

Profit before Financial Charges,

Depreciation & Taxes

8736.39

5685.48

Financial Charges

(1520.27)

(922.87)

Depreciation

(1406.99)

(1428.55)

Profit before Taxes &

Extra-ordinary Items

(5809.13)

3334.06

Extra-ordinary Items

-

-

Profit before Taxes

5809.13

3334.06

Less: Provision for Tax

(2210.86)

(1079.62)

Profit after Tax

3598.27

2254.44

OtherComprehensive Income

(net of taxes)

(38.00)

(44.59)

Total Comprehensive Income

for the period

3560.27

2209.85

Add: Balance brought forward

from lastAccount

880.28

541.30

Balance available: (A)

4440.55

2751.15

Which the Board of Directors

have appropriated as under:

(i) Transfer to General Reserve

1700.00

1175.00

(ii) Dividend:

a) Final Dividend @25%

paid for F.Y. 2015-16

289.09

b) Interim Dividend @25%

paid for F.Y. 2016-17

289.08

c) Final Dividend @40%

paid for F.Y. 2016-17

520.36

d) Interim Dividend @45%

paid for F.Y. 2017-18

462.55

All above dividends were paid on fully

paid Equity Shares of Rs. 5/-each

As per Ind AS, Final Dividend

shall be provided for and paid

subjectto the approval of the

members at the ensuing AGM

(iii) Corporate Tax on Dividend

200.10

117.70

(B)

2883.01

1870.87

Balance carried forwarded

in Profit & Loss A/c (A-B)

1557.54

880.28

** the figures of F.Y. 2016-17 are as per Indian Accounting Standards (Ind AS) and are regrouped accordingly.

2. Dividend

Your Directors are pleased to recommend a Final Dividend of Rs. 2.50 perfully paid-up equity share of face value of Rs. 51-each for the year ended 31st March, 2018, subject to the approval of Members at the Annual General Meeting on 8th September, 2018. The Interim Dividend of Rs. 21- per equity share for the year was recommended at the Board Meeting held on 12.02.2018 and paid in March, 2018.

3. Operations

OurProduction and sales during the yearare higher than last year. Demand from Electrical Equipment sector has revived. Emphasis of the Government for the growth of Electric Power, Capital Goods and Infrastructure Sector continues. The overall economic and industrial climate and sentiment in the country is improving. We are optimistic for the future growth of the Industry as the above sectors are the Principal customer of our Products.

GST was implemented from 1st July, 2017. The industry and the customers during the second quarter of the fiscal endeavored to understand and get some operational experience of this new statute. The demand from our Customers during Q2, 2017 was therefore low. Government issued clarificatory guidance in this regard from time to time. Demand of our products was higher during the rest of the period of the year. It is hoped that the Government will simplify the rules further for easier and faster implementation thereof. In long term, GST could be beneficial for the industry, trade and the Country.

Imports of Electrical Equipments through all FTA''s and PTA''s need to be looked into by the Government so as to protect the domestic downstream Electrical Equipment Manufacturing Industry and to ensure a level playing field. This includes the proposed RCEP Trade Agreement which is currently under negotiation.

International Price of our primary input increased during the year. Increase in the rate of hydrocarbons shall impact the cost of Insulating Varnish and chemicals, etc. We are implementing expansion of Unit-5 for manufacture of Enamelled Round Winding Wire made of Copper. Civil Work is in progress. By 31st March, 2020, Installed Capacity may go up about 8000 MTS barring unforeseen circumstances. Marginal increase in Rectangular Conductor Division is likely during the yeardue to installation of balancing equipments.

Members empowered, through Postal Ballot in April, 2018, the Board with increase in Borrowing Powers.

Your Company has performed well during the year under review.

In anticipation of improved demand, the Company is further increasing capacity of Enamelled Round Winding Wires made of Copper and plans to invest during the next one to two years on capital equipments mostly for expansion / modernisation.

Our Direct Exports though lower, are holding, despite severe competition and Custom Tariff discrimination.

We have provided for CSR Contribution for the Year under review as required.

There are 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;

Your Company has been performing consistently well, and is continuously a dividend-paying company with low debt gearing and is the market leader. We have discharged all our fiscal obligations on time, without delay or default.

Shri P.N. Vencatesan (DIN: 00086652), Independent NonExecutive Director and Chairman of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee expired on 18th March, 2018. He was the Director since inception of the Company and we are grateful for the guidance and advise rendered by him.

Shri Pratapbhai R. Merchant (DIN: 00022223), Independent Non-Executive Director and Member of Audit Committee and Nomination & Remuneration Committee has resigned due to Visual Impairment w.e.f. closing of working hours on 31st March, 2018. Company is grateful for his guidance on financial matters from time to time.

Shri A.P Kothari (DIN: 00033730), Independent NonExecutive Director and Member of Audit and Nomination & Remuneration Committee was appointed as Chairman of the Audit and Nomination & Remuneration Committee.

Smt. Swati Gokul Maheshwari (DIN: 07091067) has been Re-appointed for a period of five years as an Independent lady Director which has been approved by the Shareholders through Postal Ballot on April 6, 2018. She was also appointed as Chairman of the Stakeholders Relationship Committee, Member of Audit Committee and Nomination & Remuneration Committee w.e.f. 7th April, 2018.

Briefly stated below is the financial performance, in Rs./Lakh: The PBDIT is 8736.39 (5685.48), Finance Cost 1520.27 (922.87) Depreciation 1406.99 (1428.55), PBT 5809.13 (3334.06), Provision for Tax 2210.86 (1079.62). PAT 3598.27 (2254.44), Total Comprehensive Income for the period 3560.27 (2209.85) is higher than previous year. Our Reserves and Surplus (excluding Revaluation) are about Rs. 22494.68 (20117.42) at the end of March 2018. Our important operating ratios are healthy.

4. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A and forms an integral part of this Report.

5. Number of Board Meetings held:

During the year under review, 5 (Five) meetings of the Board of Directors were held as under:

08-05-2017, 06-09-2017, 20-11-2017, 07-12-2017 and 12-02-2018.

6. Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable Ind AS have been followed along with proper explanation relating to material departures;

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 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 the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts ongoing concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

7. Nomination and Remuneration Policy:

The Board of Directors follows the policy as per the Act regarding appointment and remuneration etc of the Executive Directors ofthe Company. No remuneration was paid to Independent Directors except sitting fees for attending the Meetings of the Board/Committees. The Managing Directors appoint and fix from time to time the remuneration and perks ofthe Key Managerial Personnel of the Company. The Company has three Executive Directors on the Board and Six Non-Executive-Independent Directors, including a Woman Director.

8. Key Managerial Personnel:

Sr. No.

Name ofthe Person

Designation

01

Shri Mahendra R Mehta

Chairman and Managing Director

02

Shri Milan M Mehta

Vice-Chairman and Managing Director

03

Shri Deepak M Mehta

Whole-time Director

04

CA, Mohandas Pai

CFO &GM Finance and Accounts

05

Mrs. Nishthi H Dharmani

Company Secretary

9. No Qualification, Reservation or Adverse Remark or DisclaimerMade:

(i) by the auditors in their report; and

(ii) by the company secretary in practice in her secretarial audit report;

10. Particulars of Loans, Guarantees or Investments:

The Company has not given any Loans/Guarantees to any individual/body corporate, except to its employees.

11. The name of the Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associated Companies during the year: NA

12. Related Party Transactions:

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arms length basis on normal commercial terms and do not attract the provisions of section 188 of the Companies Act, 2013. Thus disclosure in form AOC-2 is not required. There were no materially significant related party''s transactions during the financial yearwith Promoters, Directors and Key Managerial Personnel which were in conflict with the interest of the Company. Suitable disclosure as required under Ind AS 24 has been made in the notes to the Financial Statements.

The Board has approved a policy for interested related party transactions which has been uploaded on the Company''s website.

The Company has frame work for the purpose of identification and monitoring of related party transactions. All related Party transactions are placed before the Audit Committee as also to the Board of Director''s for approval. Prior omnibus approvals are granted by the Audit Committee for related party transactions. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and Board for review and approval on quarterly basis.

13. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

14. Development and Implementation of a Risk Management Policy:

The Company has been addressing various risks impacting the Company.

Some ofthe risks that the Company is exposed to are:

Foreign Exchange Risks

The Company''s policy is to actively manage its foreign exchange risk on import of inputs and export of finished goods.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw materials and foreign Exchange. Generally, so far it is practicable the Company purchases Copper back-to-back after the receipt of the order / Consumer opted Copper bookings so as to minimize the above risk.

Regulatory Risks

We endeavour to submit and file data with concerned Authorities, so as to comply with Regulations/Laws in time. Wherever we are unable to understand/grasp certain Regulations, we take assistance of Qualified and experienced consultants.

The Company is also mitigating these risks with the help of regularexternal compliance audits.

15. Corporate Social Responsibility (CSR):

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The Committee comprises of One Independent Director and Two Executive Directors. The CSR Policy has been uploaded on the website of the Company.

For FY 2016-17, we had made provision for the CSR-Amount of Rs. 43.89 lakh (rounded off). There against, to the eligible recipients we have contributed:-

Indian Ex Servicemen movement (All India Foundation of Military Veterans Organisation - Rs. 25.00 lakhs.

Students'' Educational and Cultural Movement of Ladakh (SECMOL)- Rs. 6.39 lakhs.

Ultratech Community Welfare Foundation - Rs.12.50 lakhs total Rs. 43.89 lakhs (rounded off).

For the year under review, we have made a provision of Rs. 50.68 lakhs (Rounded off) towards CSR contribution subject to approval by the Members at AGM. As required underthe Companies Act, 2013, the statement in Annexure C is a part of the Directors Report. Income Tax deductions/benefit has not been availed for CSR contributions.

16. Corporate Governance:

Please refer to the Annexure D to the Directors Report in the Audited Annual Report for the Accounting Year 2017-18.

The Company has framed a Code of Conduct for all its Board Members and Senior Management Personnel of the Company, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company''s website. The Declaration to this effect signed by the CEO is made a part of the Annual Report.

17. Prevention of Sexual Harassment at Work Place:

The Company has zero tolerance towards sexual harassment at the workplace and has formed committees called Internal Complaints Committee at Corporate Office for prevention and prohibition of sexual harassment and redressal against complaints of sexual harassment of working women at the workplace as per Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 read with Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Rules, 2013.

This Internal Complaints Committee has the power/jurisdiction to deal with complaints of sexual harassment of working women as per the rules specified therein. All the employees (permanent, contractual, temporary, trainees) are covered underthis policy.

During the financial year 2017-18, no such complaints were received across the organization.

18. PerformanceEvaluation:

The Board has carried out performance evaluation of itself, its Committees and each of the Directors (without participation of the concerned director). Independent Directors collectively evaluated the Board''s performance, performance of the Chairman and other non-independent Directors. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and ofthe Directors.

As on date, we have Four Independent, Non Executive Directors and Three Executive Directors

19. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

20. There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations at present so far.

21. Particulars of Employees under Section 197(12) and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The Statement of Disclosure of Remuneration under Section 197 of the Act and Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rule) is appended as Annexure-E to this Directors'' Report.

22. Listing / Dematerialisation of the Company''s Equity Shares:

a) The Equity Shares of your Company continue to be listed at the Bombay Stock Exchange Ltd, (BSE) and National Stock Exchange of India Ltd (NSE) and the required Annual Listing Fees have been paid in time.

b) The Equity Shares of the Company are compulsorily traded in dematerialized form as prescribed by SEBI. The same are registered with both National Securities Depository Ltd. (NSDL), Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, and Central Depository Services (India) Limited (CDSL), Marathon Futurex, A-Wing, 25th Floor, N.M. Joshi Marg, Lower Parel (East), Mumbai - 400 013, Under ISIN No. INE372C01029 common for both.

23. Auditors:

a) Statutory Auditor:

Ms. Parvathy Ganesh, Chartered Accountant, (Membership No. 132282) was appointed as Statutory Auditor at the 28th AGM of the Company, held on 19th August, 2017 for a period of Five years w.e.f. 2017-18 from the conclusion of 28th AGM until the conclusion of33rd AGM ofthe company to be held in the year 2022. As per the notifications issued by Ministry of Corporate affairs, New Delhi, dated 7th May, 2018 vide GSR 432(E) the requirement of ratifying of the Appointment of Statutory auditor at Each AGM is omitted.

b) Cost Auditors:

Based on the recommendation of the Audit Committee and passed by the Board at its meeting held on 30th May, 2018 the Board has appointed M/s. Gangan & Co., Cost Accountants as the Cost Auditors to audit the Cost accounts of the Company for the Financial Year 2018-19 at a remuneration of Rs. 3,00,000/- plus service tax as applicable and reimbursement of out of pocket expenses, subject to approval of Members at the ensuing AGM.

The Cost Accounting records maintained by the Company for Products covered under GST Tariff of India Chapter Heading / sub heading 8544 (Winding Wires Made of Copper) are subject to yearly audit by qualified Cost Auditors.

The cost audit report for the financial year 2016-17 was filed with the Ministry of Company Affairs on 2nd November, 2017.

c) Secretarial Audit:

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 Ragini Chokshi & Company, a firm of Company Secretaries in Practice (C.P. Number 1436) to undertake the Secretarial Audit of the Company for FY 2018-19. The Secretarial Audit Report for FY 2017-18 is included as Annexure-F and forms integral part of this report.

In the Secretarial Audit Report, there is no qualification for the year under review.

The Company has complied with Secretarial standards issued by the Institute of Company Secretaries of India on meeting of the Board of Director and General Meetings.

24. Directors:

a) The term of appointment of Shri Milan M. Mehta, as Vice Chairman & Managing Director, has expired on 31st March, 2018. On the recommendation of Nomination and Remuneration Committee, the Board of Directors, at their meeting held on 7th December, 2017, re-appointed Shri Milan M. Mehta as Vice Chairman & Managing Director for a period of three years w.e.f. 1st April, 2018 subject to the approval of the members at ensuing AGM and other statutory approval required, ifany.

b) Pursuant to Section, 152 ofthe CompaniesAct, 2013, and the Articles of Association of the Company, Shri Milan M. Mehta, Director shall retire by rotation at the end of ensuing Annual General Meeting, and being eligible, offer himselffor re-appointment in accordance with the provisions ofthe CompaniesAct, 2013.

The brief resume of the Director being appointed/ re-appointed, the nature of his expertise in specific functional areas, names of companies in which he holds directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors therefore, recommend his appointment/re-appointment at the ensuing Annual General Meeting.

c) All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and listing regulations.

d) Details of key managerial personnel who were appointed or have resigned during the year — None

25. Internal Control Systems and their Adequacy:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Devdhar & Associates, reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman ofthe Audit Committee.

26. Vigil Mechanism/Whistle Blower Policy:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The Policy is posted on the website ofthe Company.

27. Acknowledgements:

The Directors wish to place on record their deep appreciation of the continued assistance and co-operation from Bank of Baroda, ICICI Bank Ltd., the Administration of Union Territory of Dadra and Nagar Haveli, Palej Gram Panchayat, Shareholders and all the Staff and employees ofthe Company.

For and on behalf of the Board,

Mahendra R. Mehta,

Chairman and Managing Director

Mumbai

Dated : 30th May, 2018

Source : Dion Global Solutions Limited
Quick Links for precisionwiresindia
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.