To the Members,
The Directors have pleasure in presenting their Thirty-First Annual
Report together with the Audited Financial Statement of the Company for
the financial year ended 31st March, 2015.
FINANCIAL SUMMARY OR HIGHLIGHTS
(Rs. in Lacs)
PARTICULARS 31.03.2015 31.03.2014
Gross Sales 4567.84 4109.86
Less: Excise Duty 180.72 177.78
Net Sales 4387.12 3932.08
Gross Loss for the year under review 351.33 95.85
Less: Depreciation for the year 52.22 62.91
Loss for the year before tax 403.55 158.76
Add: Deferred Tax Assets 58.24 71.08
Loss after Tax 345.31 87.68
Less: Balance brought forward from earlier years 450.33 538.01
Balance Carried to Balance Sheet 105.02 450.33
Your Company is in the highly creative Decorated Tile and Decal
manufacturing. The concept has a tough competition with digital
technology and copy from un-organised sector. But with our strong
creative team base and expertise we expect to retain the growth.
Sale of Transfer Division during the year was near to flat with a
slight growth of 0.70% i.e. Rs. 1006.72 Lac (net of excise) from Rs.
999.71 Lac (net of excise) in the previous year.
Sale of Decorated Tiles Division during the year increased to Rs.
3525.60 Lac from Rs. 3158.79 Lac in the previous year reflecting a
growth of 11.61%.
MARKET AND FUTURE PROSPECTS
Ceramic Transfer Sheets (Decals)
Captive plant by buyers kept affecting our business prospects but
simultaneously with the entry of few buyers in high end segment the
requirement of Quality Decals is remain in the market where our Design
Supremacy is established.
Your Company is responding to these challenges by adding new customer
and increasing share of Decal consumption of each buyer and also
increasing our reach to small buyers.
The proliferation of Digital Printing on Tiles competed against our
Designers Tiles and other medium like Glass, Resin, Steel, Aluminium
and Sand Blasting also affected the business. The prevalent copying of
our product by local suppliers affected our business badly.
With the launch of big Wall Tile range a growth in Trading Vertical was
achieved and the same is expected to continue in coming financial year
also. Because of KERASPANA brand tiles the addition of new Independent
dealers is taking place and our network is growing which will help in
improving the sales of our manufacturing verticals also.
The allied activity in Trading Vertical also continued successfully.
In view of losses for the year, your Directors do not recommend any
dividend on equity shares for the year under review.
INVESTOR EDUCATION & PROTECTION FUND (IEPF)
The Company is required to transfer dividends which have remained
unpaid/ unclaimed for a period of seven years to the IEPF established
by the Central Government. Accordingly, the amount of unpaid/ unclaimed
dividend for the financial year ended 31st March, 2008 is due for
transfer to IEPF on or after 26th September, 2015.
Your Company has not accepted any fixed deposits within the meaning of
Section 73 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
M/s. A. K. Maheshwari & Associates, Chartered Accountants, Statutory
Auditors of the Company, having Firm Registration No. 500106N, were
appointed as Statutory Auditors for a term of 4 (four) consecutive
years at the 30th Annual General Meeting (AGM) held on 16th September,
2014, to hold office till the conclusion of the 34th AGM of the
Company, subject to ratification of their appointment at every AGM, in
terms of the first proviso to Section 139 of the Companies Act, 2013,
read with Rule 3(7) of Companies (Audit and Auditors) Rules, 2014.
In this regard the Company has received a letter from the Auditors
conforming that they are eligible for appointment as Auditors of the
Company under Section 139 of the Companies Act, 2013 and meet the
criteria for appointment specified under Section 141 of the said Act.
Based on the recommendations by the Audit Committee, the Board of
Directors recommend the ratification of appointment of M/s. A. K.
Maheshwari & Associates, Chartered Accountants, Statutory Auditors of
the Company by the Shareholders at the ensuing AGM.
All the items on which, comments have been made by the Auditors in
their report to the Members are self-explanatory, as explained by way
of notes to the accounts and does not contain any qualification,
reservation or adverse remark, therefore needs no further explanation
by the Board in terms of Section 134(3)(f)(i) of the Companies Act,
Your Board, during the year, appointed M/s. Drolia & Company,
Practicing Company Secretaries, having Certificate of Practice No. 1362
as Secretarial Auditors on such remuneration as may be determined by
the Board, for the financial year ended 31st March, 2015, to undertake
the Secretarial Audit of the Company, pursuant to the provisions of
Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the financial year 2014-15, in terms
of Section 204(1) of the Companies Act, 2013, submitted by the said
Auditors, forming part of this Report, is marked as ''Annexure A''. The
said Report does not contain any qualification, reservation or adverse
remark, therefore no need for any explanation/s by the Board in terms
of Section 134(3)(f)(ii) of the Companies Act, 2013.
NUMBER OF BOARD MEETINGS
During the year 5 (five) Board Meetings were convened and held. Details
of which are given in the Corporate Governance Report, forming part of
The Company has adopted the measures concerning the development and
implementation of a Risk Management Policy in terms of Section
134(3)(n) of the Companies Act, 2013, after identifying the elements of
risks which in the opinion of the Board may threaten the very existence
of the Company itself. The Company has an elaborate Risk Management
process of identification, assessment and prioritisation of risk
followed by coordinated efforts to minimise, monitor and
mitigate/control the probability and/or impact of unfortunate events or
to maximise the realisation of opportunities. The Risk Management
procedure is reviewed by the Audit Committee from time to time, to
ensure that the executive management controls risks through means of a
properly defined framework. Major risks identified are systematically
addressed through mitigating actions on a continuing basis. Some of the
identified risks relate to competitive intensity and cost volatility.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal control systems which
commensurate with the size, scale and complexity of the operations of
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the financial year
2014-15 were on arm''s length basis and were in the ordinary course of
business. Further, there were no materially significant related party
transactions during the year under review made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated
persons which may have potential conflict with the interest of the
Company at large. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Companies Act,
2013 in Form AOC-2, is not required.
Related Party Transactions Policy as approved by the Board has been
uploaded on the Company''s website www.schablona.in at the web link:
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. Clause (p) of
sub-clause 3 of Section 134 of the Companies Act, 2013, states that a
formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and the Directors individually.
Schedule IV to the Companies Act, 2013, states that the performance
evaluation of Independent Directors shall be done by the entire Board
excluding the Directors being evaluated. Performance evaluation was
made by the Board on the various parameters and criteria''s governing
performance of the Board and that of its committees and Directors and
the same was taken on record. The criteria''s for evaluation of the
performance has been mentioned in the Corporate Governance Report
forming part of this Report, under the Nomination & Remuneration Policy
of the Company.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under sub-section (3) of
Section 92 of the Companies Act, 2013, in Form MGT-9, in terms of
Section 134(3)(a) of the Companies Act, 2013 forms part of this Report
and is marked as ''Annexure B''.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is annexed hereto and forms part of
this report and marked as ''Annexure C''.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence as stipulated under Section 149(6)
of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Satish C. Vishwakarma, was appointed as an Additional Director on
the Board by the Board of Directors of the Company and was thereafter
appointed as Regular Director and also as Key Managerial Personnel i.e.
Whole-time Director, designated as Executive Director on Board w.e.f.
27th May, 2014 at the 30th Annual General Meeting of the Shareholders
of the Company held on 16th September, 2014.
Mr. Satish C. Vishwakarma, Executive Director of the Company retire by
rotation at the ensuing Annual General Meeting of the Company and,
being eligible, offers himself for re-appointment.
Ms. Ritika Mansata, a Commerce Graduate and an Associate Member of the
Institute of Company Secretaries of India, was appointed as Key
Managerial Personnel, designated as Company Secretary, w.e.f. 11th
June, 2014. She was also appointed as the Compliance Officer of the
Company w.e.f. 30th July, 2014. Further, she was appointed as the Chief
Financial Officer (CFO) of the Company and re-designated as Company
Secretary and Chief Financial Officer of the Company w.e.f 31st March,
Ms. Abha Kabra, was appointed as an Additional Director under Section
161 of the Companies Act, 2013. A notice in writing was received from a
Member along with requisite deposit under Section 160 of the Companies
Act, 2013, proposing candidature of Ms. Abha Kabra for the office of
Regular Director and also as an Independent Director of the Company,
for a term of 5 (five) consecutive years i.e. from the 31st Annual
General Meeting till the conclusion of the 36th Annual General Meeting
of the Company in terms of Section 149(10) of the Companies Act, 2013,
not liable to retire by rotation. Necessary resolution for obtaining
Members approval has been incorporated in the Notice of the 31st Annual
General Meeting of the Company.
Mr. Anirudh Kabra, Independent Director of the Company, resigned from
the Directorship of the Company, w.e.f. 21st March, 2015.
The Board placed on record its appreciation for the valued contribution
made by him in the various deliberations, discussions and guidance
during his association with the Company.
NOMINATION AND REMUNERATION POLICY
The Company''s Policy on Director''s appointment and remuneration
including criteria''s for determining qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 and Clause 49
of the Listing Agreement is stated in the Corporate Governance Report,
forming part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) of the Companies Act, 2013, the Board
of Directors of the Company hereby state and confirm that:- (a) in the
preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material
(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
(e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(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.
AUDIT COMMITTEE AND VIGIL MECHANISM
In compliance with the requirements of Section 177(8) of the Companies
Act, 2013, the Audit Committee comprises of Mr. R.K. Borar as the
Chairman of the Committee with Mr. N. Goenka and Ms. Abha Kabra as
other Members of the Committee. More details on the Committee have been
provided in the Corporate Governance Report, forming part of this
Report. All recommendations made by the Audit Committee were accepted
by the Board.
The Company has established a vigil mechanism and overseas through the
Audit Committee, the genuine concerns expressed by the employees and
other Directors. The Company has also provided adequate safeguards
against victimization of employees and Directors who express their
concerns and in certain cases have also provided direct access to the
Chairman of the Audit Committee for reporting issues. The Whistle
Blower Policy (Vigil Mechanism) is put on the website of the Company.
More details about the Whistle Blower Policy have been provided in the
Corporate Governance Report, forming part of this Report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
A report on Corporate Governance along with Management Discussion and
Analysis Report in terms of Clause 49 of the Listing Agreement is
annexed hereto and forms an integral part of this Report.
PARTICULARS OF EMPLOYEES
Information required as per Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed hereto as ''Annexure D'',
forming part of this Report.
During the year under review, there were no managerial
personnel/employee whose information required to be provided under Rule
5, sub-rule 2 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
I. No loans, guarantees and investments under Section 186 of the
Companies Act, 2013 were made by the Company during the year under
review, hence disclosure in terms of Section 134(3)(g) of the Companies
Act, 2013 does not arise.
II. No issue of equity shares were made during the year under review
with respect to differential rights, Employee Stock Options, Sweat
Equity shares, Buy-back of shares and Bonus Issue under Companies
(Share Capital and Debentures) Rules, 2014.
III. No Corporate Social Responsibility (CSR) initiatives have been
undertaken by the Company, as Section 135 of the Companies Act, 2013 on
CSR is not applicable.
IV. Business Responsibility Report as per Clause 55 of the Listing
Agreement with the Stock Exchange, describing the initiatives taken by
Company from an environmental, social and governance perspective is not
applicable to the Company, as per SEBI Circular CIR/CFD/DIL/8/2012
dated 13 August, 2012.
V. There were no significant material orders passed by the Regulators
/ Courts during the financial year 2014-15 which would impact the going
concern status of the Company and its future operations.
VI. There were no significant material changes and commitments in
terms of Section 134(3)(l) of the Companies Act, 2013, affecting the
financial position of the Company.
Your Directors acknowledge with sincere gratitude the co-operation and
assistance extended by the Central and State Governments, Financial
Institutions, Banks, Customers, Dealers, Vendors and Employees of the
For and on behalf of the Board
Place : New Delhi N. Goenka
Date : 18th May, 2015 Chairman